0001193125-15-072564.txt : 20150302 0001193125-15-072564.hdr.sgml : 20150302 20150302122611 ACCESSION NUMBER: 0001193125-15-072564 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 18 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150302 DATE AS OF CHANGE: 20150302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PennyMac Mortgage Investment Trust CENTRAL INDEX KEY: 0001464423 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 270186273 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34416 FILM NUMBER: 15663314 BUSINESS ADDRESS: STREET 1: 6101 CONDOR DRIVE STREET 2: THIRD FLOOR CITY: MOORPARK STATE: CA ZIP: 93021 BUSINESS PHONE: (818) 224-7442 MAIL ADDRESS: STREET 1: 6101 CONDOR DRIVE STREET 2: THIRD FLOOR CITY: MOORPARK STATE: CA ZIP: 93021 10-K 1 d839354d10k.htm 10-K 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Form 10-K

 

 

(Mark One)

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

For the fiscal year ended December 31, 2014

Or

 

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

For the transition period from                      to                     

Commission file number: 001-34416

 

 

PennyMac Mortgage Investment Trust

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   27-0186273

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

6101 Condor Drive, Moorpark, California   93021
(Address of principal executive offices)   (Zip Code)

(818) 224-7442

(Registrant’s telephone number, including area code)

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

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Shares of Beneficial Interest, $0.01

Par Value

  New York Stock Exchange

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

 

 

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

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

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

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

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

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

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

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

As of June 30, 2014 the aggregate market value of the registrant’s common shares of beneficial interest, $0.01 par value (“common shares”), held by non-affiliates was $1,604,798,645 based on the closing price as reported on the New York Stock Exchange on that date.

As of February 23, 2015, there were 74,510,159 common shares of the registrant outstanding.

Documents Incorporated By Reference

 

Document

 

Parts Into Which Incorporated

Definitive Proxy Statement for 2014 Annual Meeting of Shareholders   Part III

 

 

 


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST

FORM 10-K

December 31, 2014

TABLE OF CONTENTS

 

         Page  

Special Note Regarding Forward-Looking Statements

     2   

PART I

     4   

Item 1

 

Business

     4   

Item 1A

 

Risk Factors

     12   

Item 1B

 

Unresolved Staff Comments

     41   

Item 2

 

Properties

     42   

Item 3

 

Legal Proceedings

     42   

Item 4

 

Mine Safety Disclosures

     42   

PART II

     42   

Item 5

 

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

     42   

Item 6

 

Selected Financial Data

     44   

Item 7

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     45   

Item 7A

 

Quantitative and Qualitative Disclosures About Market Risk

     95   

Item 8

 

Financial Statements and Supplementary Data

     95   

Item 9

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

     95   

Item 9A

 

Controls and Procedures

     96   

Item 9B

 

Other Information

     98   

PART III

     98   

Item 10

 

Directors, Executive Officers and Corporate Governance

     98   

Item 11

 

Executive Compensation

     98   

Item 12

 

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

     98   

Item 13

 

Certain Relationships and Related Transactions, and Director Independence

     98   

Item 14

 

Principal Accounting Fees and Services

     98   

PART IV

     99   

Item 15

 

Exhibits and Financial Statement Schedules

     99   
 

Signatures

  

 

1


Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Report”) contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “continue,” “plan” or other similar words or expressions.

Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Examples of forward-looking statements include the following:

 

    projections of our revenues, income, earnings per share, capital structure or other financial items;

 

    descriptions of our plans or objectives for future operations, products or services;

 

    forecasts of our future economic performance, interest rates, profit margins and our share of future markets; and

 

    descriptions of assumptions underlying or relating to any of the foregoing expectations regarding the timing of generating any revenues.

Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. There are a number of factors, many of which are beyond our control that could cause actual results to differ significantly from management’s expectations. Some of these factors are discussed below.

You should not place undue reliance on any forward-looking statement and should consider the following uncertainties and risk factors, as well as the risks, risk factors and uncertainties discussed elsewhere in this Report and any subsequent Quarterly Reports on Form 10-Q.

Factors that could cause actual results to differ materially from historical results or those anticipated include, but are not limited to:

 

    changes in our investment objectives or investment or operational strategies, including any new lines of business or new products and services that may subject us to additional risks;

 

    volatility in our industry, the debt or equity markets, the general economy or the real estate finance and real estate markets specifically, whether the result of market events or otherwise;

 

    events or circumstances which undermine confidence in the financial markets or otherwise have a broad impact on financial markets, such as the sudden instability or collapse of large depository institutions or other significant corporations, terrorist attacks, natural or man-made disasters, or threatened or actual armed conflicts;

 

    changes in general business, economic, market, employment and political conditions, or in consumer confidence and spending habits from those expected;

 

    declines in real estate or significant changes in U.S. housing prices or activity in the U.S. housing market;

 

    the availability of, and level of competition for, attractive risk-adjusted investment opportunities in mortgage loans and mortgage-related assets that satisfy our investment objectives;

 

    the inherent difficulty in winning bids to acquire distressed loans or correspondent loans, and our success in doing so;

 

    the concentration of credit risks to which we are exposed;

 

    the degree and nature of our competition;

 

    our dependence on our manager and servicer, potential conflicts of interest with such entities and their affiliates, and the performance of such entities;

 

    changes in personnel and lack of availability of qualified personnel at our manager, servicer or their affiliates;

 

    the availability, terms and deployment of short-term and long-term capital;

 

    the adequacy of our cash reserves and working capital;

 

2


Table of Contents
    our ability to maintain the desired relationship between our financing and the interest rates and maturities of our assets;

 

    the timing and amount of cash flows, if any, from our investments;

 

    unanticipated increases or volatility in financing and other costs, including a rise in interest rates;

 

    the performance, financial condition and liquidity of borrowers;

 

    the ability of our servicer, which also provides us with fulfillment services, to approve and monitor correspondent sellers and underwrite loans to investor standards;

 

    incomplete or inaccurate information or documentation provided by customers or counterparties, or adverse changes in the financial condition of our customers and counterparties;

 

    changes in the number of investor repurchases or indemnifications and our ability to obtain indemnification or demand repurchase from our correspondent sellers;

 

    the quality and enforceability of the collateral documentation evidencing our ownership and rights in the assets in which we invest;

 

    increased rates of delinquency, default and/or decreased recovery rates on our investments;

 

    our ability to foreclose on our investments in a timely manner or at all;

 

    increased prepayments of the mortgages and other loans underlying our mortgage-backed securities (“MBS”) or relating to our mortgage servicing rights (“MSRs”), excess servicing spread (“ESS”) and other investments;

 

    the degree to which our hedging strategies may or may not protect us from interest rate volatility;

 

    the effect of the accuracy of or changes in the estimates we make about uncertainties, contingencies and asset and liability valuations when measuring and reporting upon our financial condition and results of operations;

 

    our failure to maintain appropriate internal controls over financial reporting;

 

    technologies for loans and our ability to mitigate security risks and cyber intrusions;

 

    our ability to obtain and/or maintain licenses and other approvals in those jurisdictions where required to conduct our business;

 

    our ability to detect misconduct and fraud;

 

    our ability to comply with various federal, state and local laws and regulations that govern our business;

 

    developments in the secondary markets for our mortgage loan products;

 

    legislative and regulatory changes that impact the mortgage loan industry or housing market;

 

    changes in regulations or the occurrence of other events that impact the business, operations or prospects of government agencies such as the Government National Mortgage Association (“Ginnie Mae”), the Federal Housing Administration (the “FHA”), the Veterans Administration (the “VA”) or the U.S. Department of Agriculture (“USDA”), or government-sponsored entities such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”) (Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an “Agency” and, collectively, as the “Agencies”), or such changes that increase the cost of doing business with such entities;

 

    the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and its implementing regulations and regulatory agencies, and any other legislative and regulatory changes that impact the business, operations or governance of mortgage lenders and/or publicly-traded companies;

 

    the Consumer Financial Protection Bureau (“CFPB”) and its recently issued and future rules and the enforcement thereof;

 

    changes in government support of homeownership;

 

    changes in government or government-sponsored home affordability programs;

 

    limitations imposed on our business and our ability to satisfy complex rules for us to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and qualify for an exclusion from the Investment Company Act of 1940 (the “Investment Company Act”) and the ability of certain of our subsidiaries to qualify as REITs or as taxable REIT subsidiaries (“TRSs”) for U.S. federal income tax purposes, as applicable, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules;

 

    changes in governmental regulations, accounting treatment, tax rates and similar matters (including changes to laws governing the taxation of REITs, or the exclusions from registration as an investment company);

 

3


Table of Contents
    our ability to make distributions to our shareholders in the future;

 

    the effect of public opinion on our reputation;

 

    the occurrence of natural disasters or other events or circumstances that could impact our operations; and

 

    our organizational structure and certain requirements in our charter documents.

Other factors that could also cause results to differ from our expectations may not be described in this Report or any other document. Each of these factors could by itself, or together with one or more other factors, adversely affect our business, results of operations and/or financial condition.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.

PART I

 

Item 1. Business

The following description of our business should be read in conjunction with the information included elsewhere in this Report. This description contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the projections and results discussed in the forward-looking statements due to the factors described under the caption “Risk Factors” and elsewhere in this Report. References in this Report to “we,” “our,” “us,” “PMT,” or the “Company” refer to PennyMac Mortgage Investment Trust and its consolidated subsidiaries, unless otherwise indicated.

Our Company

We are a specialty finance company that invests primarily in residential mortgage loans and mortgage-related assets. We were organized in Maryland on May 18, 2009, and began operations on August 4, 2009. We conduct substantially all of our operations, and make substantially all of our investments, through PennyMac Operating Partnership, L.P. (our “Operating Partnership”) and its subsidiaries. A wholly-owned subsidiary of ours is the sole general partner, and we are the sole limited partner, of our Operating Partnership.

The management of our business and execution of our operations is performed on our behalf by subsidiaries of PennyMac Financial Services, Inc. (“PFSI” or “PennyMac”). PFSI is a specialty financial services firm with a comprehensive mortgage platform and integrated business focused on the production and servicing of U.S. residential mortgage loans and the management of investments related to the U.S. residential mortgage market. Specifically:

 

    We are managed by PNMAC Capital Management, LLC (“PCM” or our “Manager”), a subsidiary of PennyMac and an investment adviser registered with the Securities and Exchange Commission (“SEC”) that specializes in, and focuses on, residential mortgage assets.

 

    All of the loans we acquire in our correspondent production operations are acquired, pooled for sale, sold and/or securitized on our behalf by another PennyMac subsidiary, PennyMac Loan Services, LLC (“PLS” or our “Servicer”), which also services most of the loans we hold in our investment portfolio and almost all of the loans for which we retain the obligation to service as a result of our correspondent lending operations.

Our objective is to provide attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation. Our targeted investments are in the U.S. residential mortgage market. We are primarily focused on investing in distressed mortgage loans available for acquisition from financial institutions, engaging in correspondent lending and investing in other mortgage related assets.

                Our Manager is experienced in acquiring distressed residential mortgage assets that are sold by financial institutions including banks, thrifts, and non-bank mortgage lenders. Since late 2009, our Manager has seen substantial volumes of nonperforming residential mortgage loans available for purchase from certain U.S. banks at significant discounts to their unpaid principal balances. Our Manager believes that there are several reasons these banks are motivated to sell nonperforming loans, including the following: the ability to release capital tied to nonperforming assets; the ability to relieve strain on their operations resulting from managing nonperforming loans and real estate acquired in settlement of loans (“REO”); the ability to reduce the percentages of their assets that are nonperforming, a key measure monitored by bank regulators, investors, and other stakeholders; and the ability for these banks to manage perceptions of the continued drag on their overall performance from legacy distressed assets through controlled sales of nonperforming assets.

In our distressed mortgage loan investment activities, the mortgage loans we purchase are generally at discounts to their unpaid principal balance (“UPB”), reflecting their distressed state or perceived higher risk of default, as well as a greater likelihood of

 

4


Table of Contents

collateral documentation deficiencies. Prior to the acquisition of loans or other assets, our Manager validates key information provided by the sellers that is necessary to determine the value of the asset. We then seek to maximize the value of the mortgage loans that we acquire. The objective for performing loans is value enhancement through effective “high touch” servicing, which is based on significant levels of borrower outreach and contact, and the ability to implement long-term, sustainable loan modification and restructuring programs that address borrowers’ ability and willingness to pay their mortgage loans. Alternatively, for nonperforming loans and real estate assets, the ability to effect property resolution in a timely, orderly and economically efficient manner is essential to generating attractive returns.

Through our management agreement with PCM and our loan servicing agreements with our loan servicers (primarily PLS), we work with borrowers to perform loss mitigation activities. For both performing and nonperforming loans we use loan modification programs (such as the U.S. Departments of the Treasury and Housing and Urban Development’s Home Affordable Modification Program (“HAMP”)) and workout options that we believe have the highest probability of successful resolution for both us and our borrowers. Loan modification or resolution may include our accepting a reduction of the principal balances of certain mortgage loans in our investment portfolio. We expect these methods to increase our portfolio of performing loans, reduce default rates and enhance the value of loans in our portfolio. We believe that by using these methods, we can provide borrowers with long-term solutions that address their willingness and ability to pay their mortgage loans. Once we have improved the credit quality of a loan, we intend to monetize the enhanced value through various disposition strategies. When loan modifications and other efforts are unable to cure distressed loans, our objective is to effect timely acquisition and liquidation of the property securing the mortgage loan.

As our Manager, PCM conducts activities including developing our investment strategies, sourcing and acquiring mortgage loans and mortgage-related assets for our investment portfolio, and developing the appropriate approach to be taken by PLS for each loan as it performs its specialty servicing. As our loan servicer, PLS services the mortgage loans we acquire. PLS performs prime servicing with respect to the loans underlying our MSRs, which are generally prime credit quality with low delinquency and default rates. PLS also performs special servicing for the distressed whole loans we have acquired. Special servicing utilizes a “high touch” approach to establish and maintain borrower contact and facilitate loss mitigation strategies. As part of its execution of PCM’s portfolio strategy, PLS may modify or refinance loans in our investment portfolio and originate loans to finance the sale of REO. In addition, PLS provides mortgage banking services in support of our correspondent production activities.

Correspondent production includes the acquisition of newly originated, prime credit quality, first-lien residential mortgage loans that have been underwritten to investor guidelines, pooling such loans into MBS and selling the resulting securities into the secondary markets. We purchase Agency eligible loans and jumbo loans. A jumbo loan is a loan in an amount that exceeds the maximum loan amount for eligible loans under Agency guidelines. We then sell or securitize Agency eligible loans meeting the guidelines of Fannie Mae and Freddie Mac on a servicing-retained basis whereby we retain the related MSRs; government loans (insured by the FHA or guaranteed by the VA), which we sell to PLS, a Ginnie Mae approved issuer and servicer; and jumbo mortgage loans, which, generally on a servicing-retained basis, we securitize or sell to third parties.

Our correspondent production business has grown through purchases from approved mortgage originators that meet specific criteria related to management experience, financial strength, risk management controls and loan quality. The management team at PFSI has prior experience with the majority of these mortgage originators. As of December 31, 2014, 344 sellers have been approved, primarily independent mortgage originators and small banks located across the United States. We purchased approximately $28.4 billion at fair value of loans in 2014, including $11.5 billion of conventional loans and $16.5 billion of government-insured loans. In the fourth quarter of 2014 we were the third largest correspondent lender in the United States as ranked by Inside Mortgage Finance.

We have elected to be taxed as a REIT for U.S. federal income tax purposes and we intend to maintain our exclusion from regulation under the Investment Company Act. Therefore, we are required to invest a substantial majority of our assets in loans secured by real estate and in real estate-related assets. Subject to maintaining our REIT qualification and our Investment Company Act exclusion, we do not have any limitations on the amounts we may invest in any of our targeted asset classes.

Our internet address is www.pennymacmortgageinvestmenttrust.com. We make available free of charge, on or through the investor relations section of our web site, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as well as proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Our Manager and Our Servicer

We are externally managed and advised by PCM pursuant to a management agreement. PCM specializes in and focuses on residential mortgage loans. PCM also serves as the investment manager to two private investment funds, which we refer to as the PennyMac funds, with investment objectives and policies relating to distressed mortgage loans that are substantially similar to ours. The combined net assets of the entities managed by PCM, including our shareholders’ equity, amounted to approximately $2.0 billion as of December 31, 2014.

 

5


Table of Contents

PCM is responsible for administering our business activities and day-to-day operations. Pursuant to the terms of the management agreement, PCM provides us with our senior management team, including our officers, along with appropriate support personnel. PCM is subject to the supervision and oversight of our board of trustees and has the functions and authority specified in the management agreement.

We also have a loan servicing agreement with PLS, pursuant to which PLS provides primary and special servicing for our portfolio of residential mortgage loans. PLS’s loan servicing activities include collecting principal, interest and escrow account payments, if any, with respect to mortgage loans, as well as managing loss mitigation, which may include, among other things, collection activities, loan workouts, modifications and refinancings, foreclosures, short sales and sales of REO. Servicing fee rates are based on the delinquency status and other characteristics of the mortgage loans serviced and total servicing compensation is established at levels that our Manager believes are competitive with those charged by other primary servicers and specialty servicers.

PLS’s servicing platform provides for significant borrower contact, which we refer to as “high touch,” and is designed to enable us to effectively implement programs that address borrower needs and maximize the value of our portfolio. PLS was established in February 2008 and also provides primary servicing and special servicing to the PennyMac funds and their investees as well as third parties. PLS acted as the servicer for loans with an aggregate unpaid principal balance of approximately $106.0 billion as of December 31, 2014.

Our Manager’s senior management team has extensive experience in the residential mortgage industry and expertise across each of the critical capabilities that we believe are required to successfully acquire and manage both performing and nonperforming mortgage loans, including sourcing, valuation, due diligence, portfolio strategy, servicing (including modification and refinance fulfillment of outstanding loans and acquisition and liquidation of properties securing settled mortgage loans) and secondary marketing.

We have no employees, and we do not pay our officers any cash compensation. Rather, under the management agreement, we pay PCM management fees quarterly in arrears, which include a “base” component and an “incentive” component. In addition, we pay PLS fees for servicing our loans and providing mortgage banking services in support of our correspondent production activities, and we reimburse PCM and its affiliates for certain direct costs incurred on our behalf and for certain overhead expenses.

Investment Strategy

In furtherance of our objective of providing attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation, our Manager continually evaluates the markets for investment opportunities for us. To date, we have invested in mortgage loans, a substantial portion of which are distressed and acquired at discounts to their unpaid principal balances; mortgage-related securities; ESS; MSRs; and other mortgage-related, real estate and financial assets. We also expect to invest in newly originated and distressed small balance (typically under $10 million) commercial real estate loans. A substantial portion of our investments are not rated by any rating agency.

Distressed Residential Mortgage Loans

We seek to maximize the value of the residential mortgage loans that we acquire through proprietary loan modification programs, special servicing and other initiatives focused on keeping borrowers in their homes. Where this is not possible, such as in the case of many nonperforming mortgage loans, we seek to effect property resolution in a timely, orderly and economically efficient manner.

The pools of loans that we acquire consist primarily of U.S. residential mortgage loans. These loans may be performing or nonperforming and of varying credit quality. PCM, in its sole discretion, and in accordance with its policies and procedures, determines the composition of our portfolio of loans, including its size, loan types and credit quality.

We rely on PCM’s expertise in identifying pools of distressed mortgage loans and other assets for acquisition. PCM’s sourcing and evaluation processes for potential acquisitions of residential mortgage loans and for mortgage-related assets are substantially similar. PCM makes investment decisions based on various factors, including expected cash yield, relative value, risk-adjusted returns, current and projected credit fundamentals, current and projected macroeconomic considerations, current and projected supply and demand, market risk, portfolio diversification, liquidity and availability and terms of financing, as well as maintaining our REIT qualification and our exclusion from registration under the Investment Company Act. The evaluation process with respect to residential mortgage-backed securities (“RMBS”) and other MBS also includes relative value analyses based on yield, credit rating, average life, effective duration, option-adjusted spreads, prepayment assumptions and credit expectations. Investment decisions with regard to the acquisition or disposition of any of our targeted assets are generally made by PCM’s investment committee. Our assets are not subject to any geographic diversification or concentration limitations except that we are concentrated in residential mortgage-related investments. We have established no limitations on the maturity, duration or credit rating of our assets.

 

6


Table of Contents

PCM and its affiliates evaluate new opportunities based on their relative expected returns compared to comparable assets held in our portfolio. We re-evaluate our investment strategy as market conditions change with a view toward maximizing the returns from our investment portfolio and identifying dislocations and opportunities in the mortgage market.

Correspondent Production

We expect to grow our correspondent production business by increasing the number of sellers from which we purchase loans and increasing the volume of loans that we purchase from our existing sellers as we continue to increase the breadth of approved loan products that we offer and expand into additional geographic markets in the United States. We believe that we are well positioned to take advantage of this opportunity based on our management expertise in the correspondent production business, our relationships with correspondent sellers, and our supporting systems and processes.

Targeted Asset Classes

We invest primarily in residential mortgage loans and mortgage-related assets. Our targeted asset classes and the principal investments we make and/or expect to make in each class are as follows:

 

Asset class

  

Principal investments

Residential mortgage loans   

•       Newly originated mortgage loans

  

•       Seasoned performing and nonperforming residential mortgage  loans

RMBS   

•       Agency RMBS

  

•        Non-Agency RMBS, including investment-grade, non-investment grade classes and non-rated classes

Other assets and other MBS   

•       Real estate and REO

  

•       MSRs

  

•       ESS arising from MSRs

  

•       Loans to finance mortgage loan inventory for mortgage  lenders

  

•       Mortgage-related derivatives, including, but  not limited to, options, futures and derivatives on MBS

  

•       Agency debt and credit risk sharing instruments

  

•       Small balance (typically under $10 million) loans that  finance multifamily and other commercial real estate or securities backed by such loans

  

•       United States Treasury securities

Over time, our targeted asset classes may change as a result of changes in the opportunities that are available in the market, among other factors. We may not invest in certain of the investments described above if we believe those types of investments will not provide us with attractive opportunities or if we believe other types of our targeted assets provide us with better opportunities.

Our Portfolios

Correspondent Production

In our correspondent production activities, we acquire newly originated loans from mortgage lenders, sell the loans to an Agency or other third party, sell the loans to PLS in the case of government loans, or otherwise pool loans into MBS, sell the resulting securities into the MBS markets and retain the MSRs. During 2014, we purchased $28.4 billion at fair value of newly originated mortgage loans, compared to $32.0 billion during 2013.

 

7


Table of Contents

Following is a summary of our correspondent production activities:

 

     Year ended December 31,  
     2014      2013      2012      2011      2010  
     (in thousands)  

Correspondent production mortgage loan purchases:

              

Government-insured or guaranteed

   $ 16,523,216       $ 16,068,253       $ 8,969,220       $ 623,540       $ 20,810   

Agency-eligible

     11,474,345         15,358,372         13,463,121         660,862         9,249   

Jumbo

     383,854         582,996         10,795         34,361         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
$ 28,381,415    $ 32,009,621    $ 22,443,136    $ 1,318,763    $ 30,059   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Fair value of correspondent production mortgage loans in inventory at period end

 

$ 637,722    $ 458,137    $ 975,184    $ 232,016    $ 3,966   

Gain on mortgage loans acquired for sale(1)

 

$ 35,647    $ 98,669    $ 147,675    $ 7,633    $ 18   

 

(1) Gain on mortgage loans acquired for sale includes the initial MSR capitalization, changes in the fair value of commitments to purchase loans (interest rate lock commitments (“IRLC”)), changes in the fair value of mortgage loans purchased during the period from purchase through the date of sale and changes in the fair value of derivative financial instruments purchased and sold to manage the risk of changes in fair value of our inventory of mortgage loans and IRLCs.

Investment Activities

Following is a summary of our acquisitions of mortgage and mortgage-related investments (excluding purchases for resale of newly originated mortgage loans and mortgage loans transferred from correspondent production activities and held as an investment):

 

     Year ended December 31,  
     2014      2013      2012      2011      2010  
     (in thousands)  

MBS

   $ 185,972       $ 199,558       $ 112,211       $ 21,420       $ 91,141   

Agency debt security

     —           12,000         —           —           —     

Distressed mortgage loans(1)(2)

              

Performing

     735         63,783         128,221         52,256         33,745   

Nonperforming

     553,869         1,242,778         414,545         595,353         383,466   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
  554,604      1,306,561      542,766      647,609      417,211   

REO(2)

  3,117      120      297      2,475      1,238   

MSRs

  121,333      184,451      134,702      9,079      —     

ESS purchased from PennyMac Financial Services, Inc.

  99,728      139,028      —        —        —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
$ 964,754    $ 1,841,718    $ 789,976    $ 680,583    $ 509,590   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Performance status as of the date of acquisition.
(2) $26.8 million, $443.2 million, and $504.8 million of our distressed asset purchases during the years ended December 31, 2014, 2013 and 2012, respectively, were acquired from or through one or more subsidiaries of Citigroup Inc.

 

8


Table of Contents

Our portfolio of mortgage investments was comprised of the following:

 

     December 31,  
     2014      2013      2012      2011      2010  
     (in thousands)  

MBS

   $ 307,363       $ 197,401       $ —         $ 72,813       $ 119,872   

Mortgage loans at fair value(1):

              

Performing

     1,191,635         1,170,918         404,016         209,599         86,242   

Nonperforming

     1,535,317         1,647,527         785,955         615,977         278,008   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
  2,726,952      2,818,445      1,189,971      825,576      364,250   

REO

  303,228      148,080      88,078      103,549      29,685   

MSRs

  357,780      290,572      126,776      6,031      —     

Excess servicing spread purchased from PennyMac Financial Services, Inc.

  191,166      138,723      —        —        —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
$ 3,886,489    $ 3,593,221    $ 1,404,825    $ 1,007,969    $ 513,807   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Amounts include mortgage loans under forward purchase agreements and mortgage loans held in a variable interest entity (“VIE”).

Our acquisitions of mortgage investments have been primarily comprised of nonperforming mortgage loans. During the period from August 4, 2009 (commencement of operations) through December 31, 2014, PCM encountered a relatively higher volume of available nonperforming mortgage loan portfolios than distressed performing mortgage loan portfolios. In addition, the risk-adjusted returns for nonperforming mortgage loan portfolios have generally been more attractive than those for distressed performing mortgage loan portfolios.

PCM has worked to expand our sources of assets to position us to take advantage of market opportunities and market changes, such as when the mortgage market achieves more active levels of non-Agency securitization and when delinquency and foreclosure levels decrease closer to historical levels. Examples of such investments include:

 

    Creation and acquisition of MSRs and ESS related to MSRs. We believe that MSR and ESS investments may allow us to earn attractive current returns and to leverage the loan servicing and origination capabilities of PLS to enhance the assets’ value. We intend to continue to retain the MSRs that we receive as a portion of the proceeds from our sale or securitization of mortgage loans through our correspondent production operation.

 

    Recapture of MSRs. Pursuant to the terms of the MSR recapture agreement entered into with PFSI effective February 1, 2013, if PFSI refinances mortgage loans for which we previously created and held the MSRs through our correspondent production activities, PFSI is generally required to transfer and convey to us, at no cost to us, the MSRs with respect to new mortgage loans originated in those refinancings (or, under certain circumstances, other mortgage loans) that have an aggregate unpaid principal balance that is not less than 30% of the aggregate unpaid principal balance of all the mortgage loans so originated.

 

    Providing inventory financing of mortgage loans for mortgage lenders. We believe this activity results in attractive investment assets and will supplement and make our correspondent production business more attractive to lenders from which we acquire newly originated mortgage loans.

 

    To the extent that we transfer correspondent production mortgage loans into private label securitizations, we may retain a portion of the securities and residual interests created in such securitization transactions. We expect our future securitizations will be accounted for as secured borrowings.

 

    Acquisition of small balance (typically under $10 million) mortgage loans that finance multifamily and other commercial real estate or securities backed by such mortgage loans.

Our Financing Strategy

We have pursued growth of our investment portfolio by using a combination of equity and borrowings, generally in the form of borrowings under agreements to repurchase and forward purchase agreements. We use borrowings to finance our investments and not to speculate on changes in interest rates.

During 2014 and 2013 we issued 3.8 million and 11.3 million of our common shares and received net proceeds totaling $89.5 million and $249.2 million, respectively, through a combination of underwritten share offerings and at the market equity offerings. We used the proceeds of these offerings to fund a portion of the purchase price of our mortgage-related investments, to fund the continued growth of our correspondent production business and for general corporate purposes.

 

9


Table of Contents

Since 2010, we have maintained multiple master repurchase agreements with money center banks to finance our investments in distressed assets. Our objective is to use these facilities to finance nonperforming mortgage loan and real estate investments pending liquidation, sale, securitization or other structured financing. The aggregate principal amount outstanding under the facilities in existence as of December 31, 2014 was $1.6 billion.

Since 2010, we have also maintained multiple master repurchase agreements with money center banks to fund newly originated prime mortgage loans purchased from correspondent lenders. The aggregate principal balance outstanding under the facilities in existence as of December 31, 2014 was $574.3 million.

In 2013, our wholly-owned subsidiary, PennyMac Corp. (“PMC”), issued in a private offering $250 million aggregate principal amount of 5.375% Exchangeable Senior Notes due 2020 (the “Notes”). The net proceeds were used to fund the business and investment activities of the Company, including the acquisition of distressed mortgage loans or other investments; the funding of the continued growth of our correspondent production business, including the purchase of jumbo loans; the repayment of other indebtedness; and general corporate purposes.

From time to time, we have entered into forward purchase agreements pursuant to which we agree to purchase certain nonperforming assets including residential real property acquired in settlement of loans, from one money center bank which purchased these assets from unaffiliated money center banks. We assume all of the money center bank’s rights and obligations under its separate agreements with the unaffiliated money center banks. We record the transactions as purchases of loans.

Our borrowings are made under agreements that include various covenants, including profitability, the maintenance of specified levels of cash, adjusted tangible net worth and overall leverage limits. Our ability to borrow under these facilities is limited by the amount of qualifying assets that we hold and that are eligible to be pledged to secure such borrowings. We are not otherwise required to maintain any specific debt-to-equity ratio, and we believe the appropriate leverage for the particular assets we finance depends on, among other things, the credit quality and risk of such assets. Our declaration of trust and bylaws do not limit the amount of indebtedness we can incur, and our board of trustees has discretion to deviate from or change our financing strategy at any time.

Subject to maintaining our qualification as a REIT and exclusion from registration under the Investment Company Act, we may hedge the interest rate risk associated with the financing of our portfolio.

Investment Policies

Our board of trustees has adopted the policies set forth below for our investments and borrowings. PCM reviews our compliance with the investment policies regularly and reports periodically to our board of trustees regarding such compliance.

 

    No investment shall be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;

 

    No investment shall be made that would cause us to be regulated as an investment company under the Investment Company Act; and

 

    With the exception of real estate and housing, no single industry shall represent greater than 20% of the investments or aggregate risk exposure in our portfolio.

These investment policies may be changed by a majority of our board of trustees without the approval of, or prior notice to, our shareholders.

Investment Allocation Policy

Investment opportunities in pools of mortgage loans that are consistent with our investment objectives, on the one hand and the investment objectives of the PennyMac funds and other future entities or accounts managed by PCM, on the other hand, have been and will be allocated among us and the PennyMac funds and the other entities or accounts generally on a pro rata basis. This is and has been based upon relative amounts of investment capital (including undrawn capital commitments) available for new investments by us, the PennyMac funds and any other relevant entities or accounts, or by assigning opportunities among the relevant entities such that investments assigned among us, such funds, entities or accounts are fair and equitable over time; provided that PCM, in its sole discretion, may allocate investment opportunities in any other manner that it deems to be fair and equitable. As of December 31, 2011, the commitment periods for the PennyMac funds had ended and the ability of the PennyMac funds to make new investments has therefore been significantly reduced.

As the investment programs of the various entities and accounts managed by PCM change and develop over time, additional issues and considerations may affect PCM’s and our allocation policy and PCM’s and our expectations with respect to the allocation of investment opportunities among the various entities and accounts managed by PCM. Notwithstanding PCM’s intention to effect fair and equitable allocations of investment opportunities, we expect that our performance will differ from the performance of the PennyMac funds and any other PennyMac-managed entity or account for many reasons, including differences in the legal or regulatory characteristics, or tax classification, of the entities or accounts or due to differing fee structures or the idiosyncratic differences in the outcome of individual mortgage loans.

 

10


Table of Contents

We have not adopted a policy that expressly prohibits our trustees, officers, shareholders or affiliates from having a direct or indirect financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. However, our code of business conduct and ethics contains a conflicts of interest policy that prohibits our trustees and officers, as well as employees of PennyMac and its subsidiaries who provide services to us, from engaging in any transaction that involves an actual or apparent conflict of interest with us without the appropriate approval. We also have written policies and procedures for the review and approval of related party transactions, including oversight by designated committees of our board of trustees and PFSI’s board of directors.

Operating and Regulatory Structure

REIT Qualification

We have elected to be treated as a REIT under Sections 856 through 859 of the Internal Revenue Code of 1986 (the “Internal Revenue Code”) beginning with our taxable year ended December 31, 2009. Our qualification as a REIT depends upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our common shares. We believe that we are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code, and that our manner of operation enables us to meet the requirements for qualification and taxation as a REIT.

As a REIT, we generally are not subject to U.S. federal income tax on our REIT taxable income we distribute to our shareholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which we lost our REIT qualification. Accordingly, our failure to qualify as a REIT could have a material adverse impact on our results of operations and amounts available for distribution to our shareholders.

Even though we have elected to be taxed as a REIT, we are subject to some U.S. federal, state and local taxes on our income or property. A portion of our business is conducted through, and a portion of our income is earned in, our TRS that is subject to corporate income taxation. In general, a TRS of ours may hold assets and engage in activities that we cannot hold or engage in directly and may engage in any real estate or non-real estate related business. A TRS is subject to U.S. federal, state and local corporate income taxes. To maintain our REIT election, at the end of each quarter no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.

If our TRS generates net income, our TRS can declare dividends to us, which will be included in our taxable income and necessitate a distribution to our shareholders. Conversely, if we retain earnings at the TRS level, no distribution is required and we can increase shareholders’ equity of the consolidated entity. As discussed in Section 1A of this Report entitled Risk Factors, the combination of the requirement to maintain no more than 25% of our assets in the TRS coupled with the effect of TRS dividends on our income tests creates compliance complexities for us in the maintenance of our qualified REIT status.

The dividends paid deduction of a REIT for qualifying dividends to its shareholders is computed using our taxable income as opposed to net income reported on our financial statements. Taxable income generally differs from net income reported on our financial statements because the determination of taxable income is based on tax laws and regulations and not financial accounting principles.

Licensing

We and PLS are required to be licensed to conduct business in certain jurisdictions. PLS is, or is taking steps to become, licensed in those jurisdictions and for those activities where it believes it is cost effective and appropriate to become licensed. Through our wholly owned subsidiaries, we are also licensed, or are taking steps to become licensed, in those jurisdictions and for those activities where we believe it is cost effective and appropriate to become licensed. In jurisdictions in which neither we nor PLS is licensed, we do not conduct activity for which a license is required. Our failure or the failure by PLS to obtain any necessary licenses promptly, comply with applicable licensing laws or satisfy the various requirements or to maintain them over time could materially and adversely impact our business.

 

11


Table of Contents

Competition

In our correspondent production activities, we compete with large financial institutions and with other independent residential mortgage loan producers and servicers. We compete on the basis of product offerings, technical knowledge, manufacturing quality, speed of execution, rate and fees.

In acquiring mortgage assets, we compete with specialty finance companies, private funds, other mortgage REITs, thrifts, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, governmental bodies and other entities, which may also be focused on acquiring mortgage loans, and therefore may increase competition for the available supply of mortgage assets suitable for purchase. Many of our competitors are significantly larger than we are and have stronger financial positions and greater access to capital and other resources than we have and may have other advantages over us. Such advantages include the ability to obtain lower-cost financing, such as deposits, and operational efficiencies arising from their larger size. Some of our competitors may have higher risk tolerances or different risk assessments and may not be subject to the operating restraints associated with REIT tax compliance or maintenance of an exclusion from the Investment Company Act, any of which could allow them to consider a wider variety of investments and funding strategies and to establish more relationships than we can.

Because the availability of pools of mortgage assets may fluctuate, the competition for assets and sources of financing may increase. Increased competition for assets may result in our accepting lower returns for acquisitions of residential mortgage loans and other assets or adversely influence our ability to “win” our bids for such assets. An increase in the competition for sources of funding could adversely affect the availability and terms of financing, and thereby adversely affect the market price of our common shares.

In the face of this competition, we have access to PCM’s professionals and their industry expertise, which we believe provides us with a competitive advantage and helps us assess investment risks and determine appropriate pricing for certain potential investments. We expect these relationships to enable us to compete more effectively for attractive investment opportunities. Furthermore, we believe that our access to PFSI’s special servicing expertise helps us to maximize the fair value of our residential mortgage loans and provides us with a competitive advantage over other companies with a similar focus. We believe that current market and regulatory conditions may have adversely affected the financial condition and operations of certain owners of mortgage assets. Further, regulatory and capital issues have contributed to the decision by certain financial institutions to exit or curtail their correspondent production business and to reduce their portfolios of MSRs. Not having a legacy portfolio or the same regulatory or capital issues may enable us to compete more effectively for attractive business or investment opportunities. However, we can provide no assurance that we will be able to achieve our business goals or expectations due to the competitive and other risks that we face.

Staffing

We are managed by PCM pursuant to a management agreement. PLS provides servicing and special servicing for MSRs and our portfolio of residential mortgage loans pursuant to a loan servicing agreement, and fulfillment services in connection with our correspondent lending activities pursuant to a mortgage banking and warehouse services agreement. All of our officers are employees of PennyMac or its affiliates. We have no employees. As of December 31, 2014, PennyMac had 1,816 employees. See Our Manager and Our Servicer above.

 

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the following factors, which could materially affect our business, financial condition or results of operations in future periods. The risks described below are not the only risks that we face. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Risks Related to Our Management and Relationship with Our Manager and Its Affiliates

We are dependent upon PCM and PLS and their resources and may not find suitable replacements if any of our service agreements with PCM or PLS are terminated.

In accordance with our management agreement, we are externally advised and managed by PCM, which makes all or substantially all of our investment, financing and risk management decisions, and has significant discretion as to the implementation of our operating policies and strategies. Under our loan servicing agreement with PLS, PLS provides primary servicing and special servicing for our portfolios of mortgage loans and MSRs, and under our mortgage banking and warehouse services agreement with PLS, PLS provides fulfillment and disposition-related services in connection with our correspondent production business. The costs of these services increase our operating costs and may adversely affect our net income, but we rely on PCM and PLS to provide these services under these agreements because we have no employees or in-house capability to handle the services independently.

 

12


Table of Contents

No assurance can be given that the strategies of PCM, PLS or their affiliates under any of these agreements will be successful, that any of them will conduct complete and accurate due diligence or provide sound advice, or that any of them will act in our best interests with respect to the allocation of their resources to our business. The failure of any of them to do any of the above, conduct the business in accordance with applicable laws and regulations or hold all licenses or registrations necessary to conduct the business as currently operated would materially and adversely affect our ability to continue to execute our business plan.

In addition, the terms of these agreements extend until February 1, 2017 (subject to automatic renewals for 18-month terms), but any of the agreements may be terminated earlier under certain circumstances or otherwise non-renewed. If any agreement is terminated or non-renewed and a suitable replacement is not secured in a timely manner, it would materially and adversely affect our ability to continue to execute our business plan.

If our management agreement or loan servicing agreement is terminated or not renewed, we will have to obtain the services from another service provider. We may not be able to replace these services in a timely manner or on favorable terms, or at all. With respect to our mortgage banking and warehouse services agreement, the services provided by PLS are inherently unique and not widely available, if at all. This is particularly true because we are not a Ginnie Mae licensed issuer or servicer, yet we are able to acquire government mortgage loans from our correspondent sellers that we know will ultimately be purchased from us by PLS. While we generally have exclusive rights to these services from PLS during the term of our mortgage banking and warehouse services agreement, in the event of a termination we may not be able to replace these services in a timely manner or on favorable terms, or at all, and we ultimately would be required to compete against PLS for the correspondent business we currently enjoy.

PFSI, the parent company of PCM and PLS, is undergoing significant growth and its development and integration of new operations may not be effective.

PFSI’s growth since it commenced operations has caused significant demands on its operational, accounting and legal infrastructure, and increased expenses. The ability of PCM and PLS to provide us with the services we require to be successful depends, among other things, on the ability of PFSI, including PCM and PLS, to maintain an operating platform and management system sufficient to address its growth. This may require PFSI to incur significant additional expenses and to commit additional senior management and operational resources to support its growth. There can be no assurance that PFSI will be able to effectively develop its expanding operations or that PFSI will continue to grow successfully. PFSI’s failure to do so could adversely affect the ability of PCM and PLS to manage us and service our portfolios of assets, respectively, which could materially and adversely affect our business, liquidity, financial position, and results of operations and our ability to pay dividends.

The management fee structure could cause disincentive and/or create greater investment risk.

Pursuant to our management agreement, PCM is entitled to receive a base management fee that is based on our shareholders’ equity (as defined in our management agreement) at the end of each quarter. As a result, significant base management fees would be payable to PCM for a given quarter even if we experience a net loss during that quarter. PCM’s right to non-performance-based compensation may not provide sufficient incentive to PCM to devote its time and effort to source and maximize risk-adjusted returns on our investment portfolio, which could, in turn, materially and adversely affect our ability to make distributions to our shareholders and/or the market price of our common shares.

Conversely, PCM is also entitled to receive incentive compensation under our management agreement based on our performance in each quarter. In evaluating investments and other management strategies, the opportunity to earn incentive compensation based on our net income may lead PCM to place undue emphasis on higher yielding investments and the maximization of short-term income at the expense of other criteria, such as preservation of capital, maintenance of sufficient liquidity and/or management of market risk, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier and more speculative.

The servicing fee structure could create a conflict of interest.

For its services under our loan servicing agreement, PLS is entitled to servicing fees that we believe are competitive with those charged by primary servicers and specialty servicers and include fixed per-loan monthly amounts based on the delinquency, bankruptcy and/or foreclosure status of the serviced loan or the REO, as well as activity fees that generally are calculated as a percentage of unpaid principal balance or proceeds realized. PLS is also entitled to certain customary market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and late charges, as well as interest on funds on deposit in custodial or escrow accounts. In addition, to the extent we participate in HAMP (or other similar mortgage loan modification programs), PLS may be entitled to retain any incentive payments made to it in connection with our participation therein. Because certain of these fees are earned upon reaching a specific milestone, this fee structure may provide PLS with an incentive to foreclose more aggressively or liquidate assets for less than their fair value.

 

13


Table of Contents

On our behalf, PLS also refinances performing and nonperforming loans and originates new loans to facilitate the disposition of real estate that we acquire through foreclosure. In order to provide PLS with an incentive to produce such loans, we have agreed to pay PLS fees and other compensation based on market-based pricing and terms that are consistent with the pricing and terms offered by PLS to unaffiliated third parties on a retail basis. This may provide PLS with an incentive to refinance a greater proportion of our loans than it otherwise would and/or to refinance loans on our behalf instead of arranging the refinancings with a third party lender which might give rise to a potential or perceived conflict of interest.

Termination of our management agreement is difficult and costly.

It is difficult and costly to terminate, without cause, our management agreement. Our management agreement provides that it may be terminated by us without cause under limited circumstances and the payment to PCM of a significant termination fee. The cost to us of terminating our management agreement may adversely affect our desire or ability to terminate our management agreement with PCM without cause. PCM may also terminate our management agreement upon at least 60 days’ prior written notice if we default in the performance of any material term of our management agreement and the default continues for a period of 30 days after written notice to us, or where we terminate our loan servicing agreement, our mortgage banking and warehouse services agreement or certain other agreements with PCM or PLS without cause (at any time other than at the end of the current term or any automatic renewal term), whereupon in any case we would be required to pay to PCM a significant termination fee.

PCM and PLS both have limited liability and indemnity rights.

Our agreements with PCM and PLS provide that PCM and PLS will not assume any responsibility other than to provide the services specified in the applicable agreements. Our management agreement further provides that PCM will not be responsible for any action of our board of trustees in following or declining to follow its advice or recommendations. In addition, each of PCM and PLS and their respective affiliates, including each such entity’s managers, officers, trustees, directors, employees and members, will be held harmless from, and indemnified by us against, certain liabilities on customary terms. As a result, to the extent we are damaged through certain actions or inactions of PCM or PLS, our recourse is limited and we may not be able to recover our losses.

Existing or future entities or accounts managed by PCM may compete with us for PCM’s time and services, and they may compete with us for, or may participate in, investments, any of which could result in conflicts of interest. BlackRock and HC Partners, PFSI’s strategic investors, could compete with us or transact business with us.

Pursuant to our management agreement, PCM is obligated to supply us with our senior management team, and the members of that team are required to devote such time to us as is necessary and appropriate, commensurate with the level of our activity. The members of our senior management team may have conflicts in allocating their time and services between us and other entities or accounts managed by PCM now or in the future, including the PennyMac funds. The failure of our senior management team members to allocate appropriate time and services to us, or the loss of services of our senior management team members for any reason, could adversely affect our business.

Although our agreements with PCM and PLS provide us with certain exclusivity and other rights and we and PCM have adopted an allocation policy to specifically address some of the conflicts relating to our investment opportunities, there is no assurance that these measures will be adequate to address all of the conflicts that may arise or will address such conflicts in a manner that is favorable to us. We are also limited in our ability to acquire assets that are not qualifying real estate assets and/or real estate related assets, whereas the PennyMac funds and other entities or accounts that PCM manages now or may manage in the future are not, or may not be, as applicable, so limited. In addition, PCM and/or the PennyMac funds and the other entities or accounts managed by PCM now or in the future may participate in some of our investments, which may not be the result of arm’s length negotiations and may involve or later result in potential conflicts between our interests in the investments and those of PCM or such other entities.

In addition, PFSI’s strategic investors, BlackRock and HC Partners, each own significant investments in PFSI. Affiliates of each of BlackRock and HC Partners currently manage investment vehicles and separate accounts that may compete directly or indirectly with us. BlackRock and HC Partners are under no obligation to provide us with any financial or operational assistance, or to present opportunities to us for matters in which they may become involved. We may enter into transactions with BlackRock or HC Partners or with market participants with which BlackRock or HC Partners has business relationships, and such transactions and/or relationships could influence the decisions made by PCM with respect to the purchase or sale of assets and the terms of such purchase or sale. Such activities could have an adverse effect on the value of the positions held by us, or may result in BlackRock and/or HC Partners having interests adverse to ours.

 

14


Table of Contents

We may encounter conflicts of interest in our Manager’s efforts to appropriately allocate its time and services between its own activities, the management of the PennyMac funds and the management of us, or in its efforts to appropriately allocate investment opportunities among itself and the accounts that it manages.

Pursuant to our management agreement, PCM is obligated to provide us with the services of its senior management team, and the members of that team are required to devote such time to us as is necessary and appropriate, commensurate with our level of activity. The members of PCM’s senior management team may have conflicts in allocating their time and services between the operations of PFSI and our activities, the PennyMac funds and other entities or accounts that they manage now or in the future.

Certain of the funds that PCM currently advises have, and certain of the funds that PCM may in the future advise may have, investment objectives that overlap with ours, including funds which have different fee structures, and potential conflicts may arise with respect to decisions regarding how to allocate investment opportunities among those funds. In addition, PCM and the other entities or accounts that it manages now or in the future may participate in some of our investments, which may not be the result of arm’s length negotiations and may involve or later result in potential conflicts between our interests in the investments and those of PCM and such other entities and accounts.

Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business.

As we have expanded the scope of our businesses, we increasingly confront potential conflicts of interest relating to our investment activities that are managed by PCM. In addition, our investors may perceive conflicts of interest regarding investment decisions for funds in which certain of PFSI’s officers, who have made and may continue to make personal investments, are personally invested. Similarly, conflicts of interest may exist regarding decisions about the allocation of specific investment opportunities between funds in which PFSI receives an allocation of profits as the general partner and funds in which it does not.

The SEC and certain other regulators have increased their scrutiny of potential conflicts of interest, and as we expand the scope of our business, we must continue to monitor and address any conflicts between our interests and those of PFSI. We have implemented procedures and controls to be followed when real or potential conflicts of interest arise, but it is possible that potential or perceived conflicts could give rise to the dissatisfaction of, or litigation by, our investors or regulatory enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. Regulatory scrutiny, litigation or reputational risk incurred in connection with conflicts of interest would adversely affect our business in a number of ways and may adversely affect our results of operations.

Negative publicity and media attention involving Countrywide Financial Corporation and certain of its former officers and other negative publicity could have an adverse impact on PFSI and us.

Certain of our and PFSI’s officers are former employees of Countrywide Financial Corporation, or Countrywide, which has been the subject of various investigations and lawsuits and ongoing negative publicity. In addition, negative publicity associated with other legal claims against us, whether or not such complaints are valid, could harm our reputation. We cannot provide you any assurance regarding whether any existing or future investigations, litigation or complaints will generate negative publicity or media attention for us or adversely impact us or PFSI’s or its affiliates’ ability to conduct their businesses.

Risks Related to Our Business

We operate in a highly regulated industry and the continually changing federal, state and local laws and regulations could materially adversely affect our business, financial condition and results of operations.

Due to the highly regulated nature of the mortgage industry, we are required to comply with a wide array of federal, state and local laws and regulations that regulate, among other things, the manner in which we conduct our businesses. These regulations directly impact our business and require constant compliance, monitoring and internal and external audits. A failure to comply with any of these laws or regulations could subject us to lawsuits or governmental actions and damage our reputation, which could materially adversely affect our business, financial condition, results of operations and our ability to make distributions to our shareholders.

 

15


Table of Contents

        Federal, state and local governments have recently proposed or enacted numerous new laws, regulations and rules related to mortgage loans. Laws, regulations, rules and judicial and administrative decisions relating to mortgage loans include those pertaining to real estate settlement procedures, equal credit opportunity, fair lending, fair credit reporting, truth in lending, unfair and deceptive acts and practices, fair debt collection practices, service members’ protections, compliance with net worth and financial statement delivery requirements, compliance with federal and state disclosure and licensing requirements, the establishment of maximum interest rates, finance charges and other charges, qualified mortgages, secured transactions, payment processing, escrow, loss mitigation, collection, foreclosure, repossession and claims-handling procedures, and other trade practices and privacy regulations providing for the use and safeguarding of non-public personal financial information of borrowers. PLS and service providers it uses, including outside foreclosure counsel retained to process foreclosures, must also comply with these legal requirements.

In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd Frank Act, represents a comprehensive overhaul of the financial services industry in the United States and includes, among other things (i) the creation of a Financial Stability Oversight Council to identify emerging systemic risks posed by financial firms, activities and practices, and to improve cooperation among federal agencies, (ii) the creation of the Consumer Financial Protection Bureau, or CFPB, authorized to promulgate and enforce consumer protection regulations relating to financial products and services, including residential mortgage lending and servicing, (iii) enhanced regulation of financial markets, including the derivatives and securitization markets, and (iv) amendments to the Truth in Lending Act, or TILA, and the Real Estate Settlement Procedures Act, or RESPA, aimed at improving consumer protections with respect to residential mortgage originations, including disclosures, originator compensation, minimum repayment standards, prepayment considerations, appraisals and servicing requirements.

Our failure or the failure of PLS to comply with these laws, regulations and rules may result in increased costs of doing business, reduced payments by borrowers, modification of the original terms of mortgage loans, permanent forgiveness of debt, delays in the foreclosure process, increased servicing advances, litigation, enforcement actions, and repurchase and indemnification obligations.

The failure of the mortgage lenders from whom loans were acquired through our correspondent production activities to otherwise comply with these laws, regulations and rules may also result in these adverse consequences. PLS has in place a due diligence program designed to assess areas of risk with respect to these acquired loans, including, without limitation, compliance with underwriting guidelines and applicable law. However, PLS may not detect every violation of law by these mortgage lenders. While we have contractual rights to seek indemnity or repurchase from these correspondent lenders, if any of these lenders is unable to fulfill its indemnity or repurchase obligations to us to a material extent, our business, financial condition and results of operations could be materially and adversely affected.

In addition, although they have not yet been enacted, the Federal Housing Finance Agency, or FHFA, proposed changes to mortgage servicing compensation structures in 2011 for servicing with Fannie Mae or Freddie Mac, including reducing servicing fees and channeling funds toward reserve accounts for delinquent loans. Also, there continue to be changes in legislation, rulemaking and licensing in an effort to simplify the consumer mortgage experience which requires technology changes and additional implementation costs for loan originators. We expect that legislative and regulatory changes will continue in the foreseeable future, which may increase our operating expenses, either to comply with applicable law or to satisfy our lenders, investors and regulators that we are in compliance with those laws, regulations and rules that are applicable to our business model. Any of these new, or changes in, laws, regulations or rules could adversely affect our business, financial condition, results of operations and our ability to make distributions to our shareholders.

We may be subject to liability for potential violations of various lending laws, which could adversely impact our results of operations, financial condition and business.

Mortgage loan originators and servicers operate in a highly regulated industry and are required to comply with various federal, state and local laws and regulations, including anti-predatory lending laws and laws and regulations imposing certain restrictions and requirements on “high cost” loans. To the extent these originators or servicers fail to comply with applicable law and any of their loans become part of our assets, it could subject us, as an assignee or purchaser of the related mortgage loans, to monetary penalties or other losses and could result in the borrowers rescinding the affected mortgage loans. Further, if any of our loans are found to have been originated, serviced or owned by us or a third party in violation of applicable law, we could be subject to lawsuits or governmental actions, or we could be fined or incur losses, any of which could adversely impact our business, financial condition, liquidity, results of operations and our ability to make distributions to our shareholders.

 

16


Table of Contents

The risk management efforts of our Manager may not be effective.

We could incur substantial losses and our business operations could be disrupted if our Manager is unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, and other market-related risks, as well as operational risks related to our business, assets, and liabilities. Our Manager’s risk management policies, procedures, and techniques may not be sufficient to identify all of the risks to which we are exposed, mitigate the risks we have identified, or identify additional risks to which we may become subject in the future. Expansion of our business activities may also result in our being exposed to risks to which we have not previously been exposed or may increase our exposure to certain types of risks, and our Manager may not effectively identify, manage, monitor, and mitigate these risks as our business activity changes or increases.

Initiating new business activities or significantly expanding existing business activities may expose us to new risks and will increase our cost of doing business.

Initiating new business activities or significantly expanding existing business activities are two ways to grow our business and respond to changing circumstances in our industry; however, they may expose us to new risks and regulatory compliance requirements. We cannot be certain that we will be able to manage these risks and compliance requirements effectively. Furthermore, our efforts may not succeed and any revenues we earn from any new or expanded business initiative may not be sufficient to offset the initial and ongoing costs of that initiative, which would result in a loss with respect to that initiative. For example, we expect to expand our business activities to include the acquisition of small balance commercial loans, or SBC loans, which may expose us to new risks, may not succeed, and may not generate sufficient revenue to offset our related costs.

We may not be able to successfully operate our business or generate sufficient operating cash flows to make or sustain distributions to our shareholders. The supply of distressed residential mortgage loans will likely decrease as the economy improves.

There can be no assurance that we will be able to generate sufficient cash to pay our operating expenses and make distributions to our shareholders. The results of our operations and our ability to make or sustain distributions to our shareholders depends on many factors, including the availability of attractive risk-adjusted investment opportunities that satisfy our investment strategies and our success in identifying and consummating them on favorable terms, the level and expected movement of home prices, the level and volatility of interest rates, readily accessible short-term and long-term financing on favorable terms, and conditions in the financial markets, real estate market and the economy, as to which no assurance can be given. We cannot assure you that we will be able to make investments with attractive risk-adjusted returns or will not seek investments with greater risk to obtain the same level of returns or that the value of our investments in the future will not decline substantially. We also face substantial competition in acquiring attractive investments, both in our investment activities and correspondent production activities.

In addition, as the current conditions in the mortgage market, the financial markets and the economy improve, the availability of distressed residential mortgage loans that meet our investment objectives and strategies will likely decrease, which could reduce our ability to invest in distressed mortgage assets. While we continue to pursue our correspondent production activities and reevaluate our investment strategies with a view toward maximizing the returns from our investment portfolio and identifying opportunities in the mortgage market, there can be no assurance that any of our strategies will be successful.

Difficult conditions in the mortgage, real estate and financial markets and the economy generally may adversely affect the performance and market value of our investments.

The success of our business strategies and our results of operations are materially affected by current conditions in the mortgage markets, the financial markets and the economy generally. Concerns over factors including inflation, deflation, unemployment, personal and business income taxes, healthcare, energy costs, geopolitical issues, the availability and cost of credit, the mortgage markets and the real estate markets have contributed to increased volatility and unclear expectations for the economy and markets going forward. The mortgage markets have been affected by changes in the lending landscape and has experienced defaults, credit losses and significant liquidity concerns. There is no assurance that these conditions will not recur. A continuation or increase in the volatility and deterioration in the mortgage markets may adversely affect the performance and fair value of our investments. Although we intend to purchase distressed mortgage loans at discounts to their unpaid principal balances, deterioration in home prices or the value of our investments could require us to take charges that may be material.

The actions of the U.S. government, the Federal Reserve Bank and the U.S. Treasury may materially and adversely affect our business.

The U.S. government, the Federal Reserve Bank, the U.S. Treasury and other governmental and regulatory bodies have taken and continue to take or modify various actions to address the financial crisis. There can be no assurances that such actions will have a beneficial impact on the financial markets. In addition to the foregoing, the U.S. Congress and/or various states and local legislatures may enact additional legislation or regulatory action designed to address the current economic climate or for other purposes that could have a material adverse effect on our ability to continue to execute our business strategies.

 

17


Table of Contents

To the extent the financial markets do not respond favorably to these initiatives or they do not function as intended, they may not have a positive impact on our business. We can provide no assurance that we will be eligible to use any government programs or, if eligible, that we will be able to utilize them successfully. Further, the incentives provided by such programs may increase competition for, and the pricing of, our targeted assets.

Mortgage loan modification and refinance programs, future legislative action, and other actions and changes may materially and adversely affect the value of, and the returns on, the assets in which we intend to invest.

From time to time, the U.S. government, through the FHA, the Federal Deposit Insurance Corporation and the U.S. Treasury, will establish loan modification and refinance programs designed to provide homeowners with assistance in avoiding residential mortgage loan foreclosures. These programs, future U.S. federal, state and/or local legislative or regulatory actions that result in the modification of outstanding mortgage loans, as well as changes in the requirements necessary to qualify for modifications or refinancing mortgage loans with Fannie Mae, Freddie Mac or Ginnie Mae, may adversely affect the value of, and the returns on, residential mortgage loans, RMBS, real estate-related securities and various other asset classes in which we invest. In addition to the foregoing, the U.S. Congress and/or various states and local legislators may enact additional legislation or regulatory action designed to address the current economic climate or for other purposes that could have a material adverse effect on our ability to continue to execute our business strategies.

We are highly dependent on the Agencies, and any changes in these entities or their current roles could materially and adversely affect our business, liquidity, financial position and results of operations.

Our ability to generate revenues through mortgage loan sales depends to a significant degree on programs administered by the Agencies and others that facilitate the issuance of MBS in the secondary market. These Agencies play a critical role in the mortgage industry and we have significant business relationships with them. Presently, almost all of the newly originated conforming loans that we acquire from mortgage lenders through our correspondent production activities qualify under existing standards for inclusion in mortgage securities backed by the Agencies. We also derive other material financial benefits from these relationships, including the assumption of credit risk by these Agencies on loans included in such mortgage securities in exchange for our payment of guarantee fees and the ability to avoid certain loan inventory finance costs through streamlined loan funding and sale procedures.

Our ability to generate revenues from newly originated loans that we acquire through our correspondent production activities is highly dependent on the fact that the Agencies have not historically acquired such loans directly from mortgage lenders, but have instead relied on banks and non-bank aggregators such as us to acquire, aggregate and securitize or otherwise sell such loans to investors in the secondary market. Certain of the Agencies have begun approving new and smaller lenders that traditionally may not have qualified for such approvals. To the extent that these lenders choose to sell directly to the Agencies rather than through loan aggregators like us, this reduces the number of loans available for purchase, and it could materially and adversely affect our business and results of operations. Similarly, to the extent the Agencies increase the number of purchases and sales for their own accounts, our business and results of operations could be materially and adversely affected.

The conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the U.S. federal government, could adversely affect our business and prospects. Their roles could be significantly reduced or eliminated and the nature of the guarantees could be considerably limited relative to those issued in the past. Elimination of the traditional roles of Fannie Mae and Freddie Mac, or any changes to the nature or extent of the guarantees provided by Fannie Mae and Freddie Mac or the fees, terms and guidelines that govern our selling and servicing relationships with them, such as continued increases in the guarantee fees we are required to pay, initiatives that increase the number of repurchase demands and/or the manner in which they are pursued, or possible limits on delivery volumes imposed upon us and other seller/servicers, could also materially and adversely affect our business, including our ability to sell and securitize loans in our correspondent production activities, and the performance, liquidity and market value of our investments.

Although the U.S. Treasury has committed capital to Fannie Mae and Freddie Mac, these actions may not be adequate for their needs. If Fannie Mae and Freddie Mac are adversely affected by events such as ratings downgrades, their inability to obtain any necessary government funding, their lack of success in resolving repurchase demands to their lenders, foreclosure problems and delays and problems with mortgage insurers, Fannie Mae and Freddie Mac could suffer losses and could fail to honor their guarantees and other obligations. Any discontinuation of, or significant reduction in, the operation of Fannie Mae or Freddie Mac or any significant adverse change in their financial condition, the level of their activity in the primary or secondary mortgage markets or in their underwriting criteria could materially and adversely affect our business, liquidity, financial position, results of operations and our ability to make distributions to our shareholders.

 

18


Table of Contents

Our or our Servicer’s inability to meet certain net worth and liquidity requirements imposed by Fannie Mae or Freddie Mac could have a material adverse effect on our business, financial condition and results of operation.

On January 30, 2015, FHFA proposed new minimum financial eligibility requirements for GSE sellers/servicers. These newly proposed eligibility requirements align the minimum financial requirements for mortgage sellers/servicers to do business with the GSEs. Freddie Mac and Fannie Mae, at the direction of and in consultation with FHFA, undertook an extensive review of financial risks that the GSEs face from doing business with their sellers and servicers. Based on this analysis, FHFA has proposed minimum financial requirements, including net worth, capital ratio and liquidity criteria, in order to set a minimum level of capital needed to adequately absorb potential losses and a minimum amount of liquidity needed to service GSE loans to cover the financial risks. FHFA has released the proposed criteria to provide greater transparency, clarity and consistency to industry participants and other stakeholders. FHFA anticipates that the proposed minimum financial requirements will be finalized in the second quarter of 2015, and will be effective six months after they are finalized.

If we are unable to comply with these new net worth and liquidity requirements, our ability to enter into certain transactions might be impaired and this could have a material adverse effect on our business, financial position, results of operations and cash flows.

The CFPB is becoming more active in its monitoring of the residential mortgage origination and servicing sectors. New rules and regulations and/or more stringent enforcement of existing rules and regulations by the CFPB could result in enforcement actions, fines, penalties and the inherent reputational risk that results from such actions.

The CFPB officially began operation on July 21, 2011. The CFPB is charged, in part, with enforcing laws involving consumer financial products and services and is empowered with examination, enforcement and rulemaking authority. While the full scope of the CFPB’s rulemaking and regulatory agenda relating to the mortgage industry is constantly evolving, it is apparent that the CFPB has taken a very active role. For example, the CFPB issued a Supervision and Examination Manual and other guidelines indicating that it would send examiners to banks and other institutions that service and/or originate mortgages to assess whether consumers’ interests are protected.

The Dodd-Frank Act establishes new standards and practices for mortgage originators, including determining prospective borrowers’ abilities to repay their mortgages, removing incentives for higher cost mortgages, prohibiting prepayment penalties for non-qualified mortgages, prohibiting mandatory arbitration clauses, requiring additional disclosures to potential borrowers and restricting the fees that mortgage originators may collect. Final regulations regarding such “ability to repay” and other standards and practices were adopted by the CFPB and became effective in January 2014. Before originating a mortgage loan, a lender must determine, on the basis of certain information and according to specified criteria, that the prospective borrower has the ability to repay the loan. Lenders that issue loans meeting certain heightened underwriting requirements will be presumed to comply with the new rule with respect to these loans. In addition, our ability to enter into asset-backed securities transactions in the future may be impacted by the Dodd-Frank Act and other proposed reforms related thereto, the effect of which is currently uncertain as it relates to the asset-backed securities market.

The CFPB issued final rules on January 17, 2013 and amendments since such date amending Regulation X, which implements the Real Estate Settlement Procedures Act, and Regulation Z, which implements the Truth in Lending Act. These final rules implement provisions of the Dodd-Frank Act regarding mortgage loan servicing including periodic billing statements, certain notices and acknowledgements, prompt crediting of borrowers’ accounts for payments received, additional notice, review and timing requirements with respect to delinquent borrowers, prompt investigation of complaints by borrowers and required additional steps to be taken before purchasing insurance to protect the lender’s interest in the property. These rules took effect on January 10, 2014.

 

19


Table of Contents

On February 11, 2013, the CFPB issued guidance to mortgage servicers to address potential risks to customers that may arise in connection with transfers of servicing. The CFPB notes that there are a number of laws applicable to such transfers, including, without limitation, the Real Estate Settlement Procedures Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and prohibitions on unfair, deceptive, or abusive acts or practices. According to the CFPB, if a servicer is determined to have engaged in any acts or practices that are unfair, deceptive, or abusive, or that otherwise violate federal consumer financial laws and regulations, the CFPB will take appropriate supervisory and enforcement actions to address violations and seek all appropriate corrective measures, including remediation of harm to consumers. In light of the significant amount of transfers that we have undertaken and seek to undertake, we may receive additional scrutiny from the CFPB and such scrutiny may result in some or all of the types of actions described above being imposed upon our business.

On December 15, 2014, the CFPB proposed further amendments to the Regulation X and Regulation Z servicing rules relating to force-placed insurance notices, delinquency and early intervention, loss mitigation, periodic statement requirements and successors-in-interest to borrowers.

Regulations promulgated under the Dodd-Frank Act or by the CFPB and actions by the CFPB could materially and adversely affect the manner in which we or PLS conduct our or PLS’ business, result in heightened federal regulation and oversight of our or PLS’ business activities, and in increased costs and potential litigation associated with our or PLS’ business activities.

Our or PLS’ failure to comply with the laws, rules or regulations to which we are subject, whether actual or alleged, would expose us or PLS to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could have a material adverse effect on our or PLS’ business, financial position, results of operations or cash flows and our ability to make distributions to our shareholders.

We finance our investments with borrowings, which may materially and adversely affect our return on our investments and may reduce cash available for distribution to our shareholders.

We currently leverage and, to the extent available, we intend to continue to leverage our investments through borrowings, the level of which may vary based on the particular characteristics of our investment portfolio and on market conditions. We have leveraged certain of our investments through repurchase agreements. When we enter into repurchase agreements, we sell securities or mortgage loans to lenders (i.e., repurchase agreement counterparties) and receive cash from the lenders. The lenders are obligated to resell the same assets back to us at the end of the term of the transaction. Because the cash we receive from the lender when we initially sell the assets to the lender is less than the value of those assets (this difference is referred to as the haircut), if the lender defaults on its obligation to resell the same assets back to us we could incur a loss on the transaction equal to the amount of the haircut (assuming there was no change in the value of the assets). In addition, repurchase agreements generally allow the counterparties, to varying degrees, to determine a new fair value of the collateral to reflect current market conditions. If such counterparties determine that the fair value of the collateral has decreased, it may initiate a margin call and require us to either post additional collateral to cover such decrease or repay a portion of the outstanding borrowing. Should this occur, in order to obtain cash to satisfy a margin call, we may be required to liquidate assets at a disadvantageous time, which could cause us to incur further losses. In the event we are unable to satisfy a margin call, our counterparty may sell the collateral, which may result in significant losses to us.

Although our governing documents contain no limitation on the amount of debt we may incur, the lenders under our repurchase agreements require us and/or our subsidiaries to comply with various financial covenants, including those relating to tangible net worth, profitability and our ratio of total liabilities to tangible net worth. Our lenders also require us to maintain minimum amounts of cash or cash equivalents sufficient to maintain a specified liquidity position. In the event that we are unable to maintain these liquidity levels, we could be forced to sell additional investments at a loss and our financial condition could deteriorate rapidly.

As the servicer of the assets subject to our repurchase agreements, PLS is also subject to various financial covenants, including those relating to tangible net worth, liquidity, profitability and its ratio of total liabilities to tangible net worth. PLS’ failure to comply with any of these covenants would generally result in a servicer termination event or event of default under one or more of our repurchase agreements. Thus, in addition to relying upon PCM to manage our financial covenants, we rely upon PLS to manage its own financial covenants in order to ensure our compliance with our repurchase agreements and our continued access to liquidity and capital. A servicer termination event or event of default resulting from PLS’ breach of its financial or other covenants could materially and adversely impact our business, financial condition, liquidity, results of operations and our ability to make distributions to shareholders.

Our repurchase agreements to finance nonperforming loans and other distressed mortgage assets are complex and difficult to manage. This is due in part to the nature of the underlying assets securing such financings, which do not produce consistent cash flows and which require specific activities to be performed at specific points in time in order to preserve value. Our inability to comply with the terms and conditions of these facilities could materially and adversely impact us.

 

20


Table of Contents

In addition, the repurchase agreements contain events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of financial and other covenants and/or certain representations and warranties, cross-defaults, servicer termination events, guarantor defaults, bankruptcy or insolvency proceedings and other events of default customary for these types of facilities. The remedies for such events of default are also customary for these types of facilities and include the acceleration of the principal amount outstanding and the liquidation by the lender of the assets then subject to the respective facilities. If we default on one of our obligations under a repurchase agreement, the lender may be able to terminate the transaction, accelerate any amounts outstanding and cease entering into any other repurchase transactions with us. Because our repurchase agreements typically contain cross-default provisions, a default that occurs under any one agreement could allow the lenders under our other agreements to also declare a default. Our other secured borrowings are subject to similar risks as those that apply to our repurchase agreements. Any significant losses we incur on our repurchase agreements and other secured borrowings could materially and adversely affect our earnings, financial condition and our cash available for distribution to our shareholders.

We may in the future utilize other sources of borrowings, including term loans, bank credit facilities and structured financing arrangements, among others. The amount of leverage we employ varies depending on the asset class being financed, our available capital, our ability to obtain and access financing arrangements with lenders and the lenders’ and rating agencies’ estimate of, among other things, the stability of our investment portfolio’s cash flow.

Our return on our investments and cash available for distribution to our shareholders may be reduced to the extent that changes in market conditions increase the cost of our financing relative to the income that can be derived from the investments acquired. Our debt service payments also reduce cash flow available for distribution to shareholders. In the event we are unable to meet our debt service obligations, we risk the loss of some or all of our assets to foreclosure or sale to satisfy the obligations.

As non-recourse long-term financing structures become available to us and we attempt to utilize them or do utilize them, we are exposed to risks which could result in losses to us.

We have used and, in the future, may use securitization and other non-recourse long-term financing for our investments. In such structures, our lenders typically have only a claim against the assets included in the securitizations rather than a general claim against us as an entity. Prior to any such future financing, we would seek to finance our investments with relatively short-term facilities until a sufficient portfolio is accumulated. As a result, we would be subject to the risk that we would not be able to acquire, during the period that any short-term facilities are available, sufficient eligible assets or securities to maximize the efficiency of a securitization.

We also bear the risk that we would not be able to obtain new short-term facilities or would not be able to renew any short-term facilities after they expire should we need more time to seek and acquire sufficient eligible assets or securities for a future securitization. If we are unable to obtain and renew short-term facilities or to consummate securitizations to finance our investments on a long-term basis, we may be required to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or unfavorable price. In addition, conditions in the capital markets may make the issuance of any securitization less attractive to us even when we do have sufficient eligible assets or securities. While we would intend to retain the unrated equity component of securitizations and, therefore, still have exposure to any investments included in such securitizations, our inability to enter into such securitizations may increase our overall exposure to risks associated with direct ownership of such investments, including the risk of default.

We may not be able to raise the debt or equity capital required to finance our assets and grow our businesses.

The growth of our businesses requires continued access to debt and equity capital that may or may not be available on favorable terms or at the desired times, or at all. In addition, we invest in certain assets, including distressed loans and REO, as well as MSRs and ESS, for which financing has historically been difficult to obtain. Our inability to continue to maintain debt financing for distressed loans and REO, or our inability in the future to obtain debt financing for MSRs and ESS, could require us to seek equity capital that may be more costly or unavailable to us.

We cannot assure you that we will have access to any debt or equity capital on favorable terms or at the desired times, or at all. Our inability to raise such capital or obtain financing on favorable terms could materially adversely impact our business, financial condition, liquidity, results of operations and our ability to make distributions to shareholders.

Future issuances of debt securities, which would rank senior to our common shares, and future issuances of equity securities, which would dilute the holdings of our existing shareholders and may be senior to our common shares, may materially and adversely affect the market price of our common shares.

In order to grow our business, we may rely on additional equity issuances, which may rank senior and/or be dilutive to our shareholders, or on less efficient forms of debt financing that rank senior to our shareholders and require a larger portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities, cash distributions to our shareholders and other purposes. In 2013, our wholly-owned subsidiary, PMC, issued $250 million of Notes that are exchangeable under certain circumstances for our common shares.

 

21


Table of Contents

Upon liquidation, holders of our debt securities and other loans and preferred shares would receive a distribution of our available assets before holders of our common shares and holders of the Notes could receive a distribution of PMC’s available assets before holders of our common shares. Subject to applicable law, our board of trustees has the authority, without further shareholder approval, to issue additional debt, common shares and preferred shares on the terms and for the consideration it deems appropriate. We have issued, and/or intend to issue, additional common shares and securities convertible into, or exchangeable or exercisable for, common shares under our equity incentive plan. We have also filed a shelf registration statement, from which we have issued and may in the future issue additional common shares, including, without limitation, through our “at-the-market” equity program.

We also may issue from time to time additional common shares in connection with property, portfolio or business acquisitions and may grant demand or piggyback registration rights in connection with such issuances. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict the effect, if any, of future issuances of our common shares, preferred shares or other equity-based securities or the prospect of such issuances on the market price of our common shares. Issuances of a substantial amount of such securities, or the perception that such issuances might occur, could depress the market price of our common shares. Our preferred shares, if issued, would likely have a preference on distribution payments, including liquidating distributions, which could limit our ability to make distributions, including liquidating distributions, to holders of our common shares.

Thus, holders of our common shares bear the risk that our future issuances of debt or equity securities or other borrowings will reduce the market price of our common shares and dilute their ownership in us.

Interest rate fluctuations could significantly decrease our results of operations and cash flows and the market value of our investments.

Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. Interest rate fluctuations present a variety of risks to our operations. Our primary interest rate exposures relate to the yield on our investments, their market value and the financing cost of our debt, as well as any interest rate swaps or other derivatives that we utilize for hedging purposes. Changes in interest rates affect our net interest income, which is the difference between the interest income we earn on our interest earning investments and the interest expense we incur in financing these investments. Interest rate fluctuations resulting in our interest expense exceeding interest income may result in operating losses for us. An increase in prevailing interest rates could adversely affect the volume of newly originated mortgages available for purchase in our correspondent production activities. Changes in the level of interest rates also may affect our ability to make investments, the value of our investments (including our pipeline of mortgage loan commitments) and any related hedging instruments, the value of newly originated loans acquired through our correspondent production segment, and our ability to realize gains from the disposition of assets. Changes in interest rates may also affect borrower default rates and may impact our ability to refinance or modify loans and/or to sell REO. In addition, with respect to the MSRs and ESS we own, decreasing interest rates may cause a large number of borrowers to refinance, which may result in the loss of any such mortgage servicing business and associated write-downs of such MSRs and ESS. Any such scenario could materially and adversely affect us.

Hedging against interest rate exposure may materially and adversely affect our results of operations and cash flows.

We pursue hedging strategies to reduce our exposure to changes in interest rates. Our hedging activity varies in scope based on the level of interest rates, the type of investments held, and changing market conditions. However, while we enter into such transactions seeking to reduce interest rate risk, unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. Interest rate hedging may fail to protect or could adversely affect us because, among other things, it may not fully eliminate interest rate risk, it could expose us to counterparty and default risk that may result in greater losses or the loss of unrealized profits, and it will create additional expense, while any income it generates to offset losses may be limited by federal tax provisions applicable to REITs. Thus hedging activity, while intended to limit losses, may materially and adversely affect our results of operations and cash flows.

We utilize derivative instruments, which could subject us to risk of loss.

We utilize derivative instruments for hedging purposes, which may include swaps, options and futures. However, the prices of derivative instruments, including futures and options, are highly volatile, as are payments made pursuant to swap agreements. As a result, the cost of utilizing derivatives may reduce our income that would otherwise be available for distribution to shareholders or for other purposes, and the derivative instruments that we utilize may fail to effectively hedge our positions. We are also subject to credit risk with regard to the counterparties involved in the derivative transactions.

The use of derivative instruments is also subject to an increasing number of laws and regulations, including the Dodd-Frank Act and its implementing regulations. These laws and regulations are extremely complex, compliance with them is costly and time consuming, and our failure to comply with any of these laws and regulations could subject us to lawsuits or government actions and damage our reputation, which could materially and adversely affect our business, financial condition, results of operations and our ability to make distributions to our shareholders.

 

22


Table of Contents

Competition for mortgage assets may limit the availability of desirable investments and result in reduced risk-adjusted returns.

Our profitability depends, in part, on our ability to continue to acquire our targeted investments at favorable prices. As described in greater detail elsewhere in this Report, we compete in our investment activities with other mortgage REITs, specialty finance companies, private funds, thrifts, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, depository institutions, governmental bodies and other entities, many of which focus on acquiring mortgage assets. Many of our competitors also have competitive advantages over us, including size, financial strength, access to capital, cost of funds, federal pre-emption and higher risk tolerance. Competition may result in fewer investments, higher prices, acceptance of greater risk, lower yields and a narrower spread of yields over our financing costs.

We may change our investment strategies and policies without shareholder consent, and this may materially and adversely affect the market value of our common shares and our ability to make distributions to our shareholders.

PCM is authorized by our board of trustees to follow very broad investment policies and, therefore, it has great latitude in determining the types of assets that are proper investments for us, as well as the individual investment decisions. In the future, PCM may make investments with lower rates of return than those anticipated under current market conditions and/or may make investments with greater risks to achieve those anticipated returns. Our board of trustees will periodically review our investment policies and our investment portfolio but will not review or approve each proposed investment by PCM unless it falls outside our investment policies or constitutes a related party transaction.

In addition, in conducting periodic reviews, our board of trustees will rely primarily on information provided to it by PCM. Furthermore, PCM may use complex strategies, and transactions entered into by PCM may be costly, difficult or impossible to unwind by the time they are reviewed by our board of trustees. We also may change our investment strategies and policies and targeted asset classes at any time without the consent of our shareholders, and this could result in our making investments that are different in type from, and possibly riskier than our current investments or the investments currently contemplated. Changes in our investment strategies and policies and targeted asset classes may expose us to new risks or increase our exposure to interest rate risk, counterparty risk, default risk and real estate market fluctuations, and this could materially and adversely affect the market value of our common shares and our ability to make distributions to our shareholders.

We are not an approved Ginnie Mae issuer and servicer, and an increase in the percentage or amount of government loans we acquire could be detrimental to us.

We are not approved as a Ginnie Mae issuer and servicer. As a result, we are unable to produce or acquire Ginnie Mae MSRs. In the absence of approval as a Ginnie Mae issuer and servicer or of an alternative arrangement whereby we can participate in the economics associated with newly originated Ginnie Mae MSRs, we may continue to earn significantly less income in connection with our acquisition of government loans as opposed to conventional loans. Further, market demand for government loans over conventional loans may increase or PLS may offer pricing to our approved correspondent sellers for government loans that is more competitive in the market than pricing for conventional loans, the result of which may be our acquisition of a greater proportion or amount of government loans. Any significant increase in the percentage or amount of government loans we acquire could adversely impact our business, financial condition, liquidity and results of operations, and our ability to make distributions to shareholders.

Our correspondent production activities could subject us to increased risk of loss.

In our correspondent production activities, we acquire newly originated loans, including jumbo loans, from mortgage lenders and sell or securitize those loans to or through the Agencies or other third party investors. We also sell the resulting securities into the MBS markets. However, there can be no assurance that PLS will continue to be successful in operating this business on our behalf or that we will continue to be able to capitalize on these opportunities on favorable terms or at all. In particular, we have committed, and expect to continue to commit, capital and other resources to this operation; however, PLS may not be able to continue to source sufficient asset acquisition opportunities to justify the expenditure of such capital and other resources. In the event that PLS is unable to continue to source sufficient opportunities for this operation, there can be no assurance that we would be able to acquire such assets on favorable terms or at all, or that such assets, if acquired, would be profitable to us. In addition, we may be unable to finance the acquisition of these assets and/or may be unable to sell the resulting MBS in the secondary mortgage market on favorable terms or at all. We are also subject to the risk that the value of the acquired loans may decrease prior to their disposition. The occurrence of any one or more of these risks could adversely impact our business, financial condition, liquidity and results of operations and our ability to make distributions to our shareholders.

 

23


Table of Contents

We and/or PLS are required to have various Agency approvals and state licenses in order to conduct our business and there is no assurance we and/or PLS will be able to obtain or maintain those Agency approvals or state licenses.

Because we and PLS are not federally chartered depository institutions, neither we nor PLS benefits from exemptions to state mortgage banking, loan servicing or debt collection licensing and regulatory requirements. Accordingly, we and PLS are required to be licensed to conduct business in certain jurisdictions. PLS is licensed, or is taking steps to become licensed, in those jurisdictions, and for those activities, where it believes it is cost effective and appropriate to become licensed. Through our wholly owned subsidiaries, we are licensed or are taking steps to become licensed, in those jurisdictions, and for those activities, where we believe it is cost effective and appropriate to become licensed.

Our failure or the failure by PLS to obtain any necessary licenses, comply with applicable licensing laws or satisfy the various requirements to maintain them over time could restrict our direct business activities, result in litigation or civil and other monetary penalties, or cause us to default under certain of our lending arrangements, any of which could materially and adversely impact our business.

We and PLS are also required to hold the Agency approvals in order to sell mortgage loans to the Agencies and service such mortgage loans on their behalf. Our failure, or the failure of PLS, to satisfy the various requirements necessary to maintain such Agency approvals over time would also restrict our direct business activities and could adversely impact our business.

In addition, we and PLS are subject to periodic examinations by federal and state regulators, which can result in increases in our administrative costs, and we or PLS may be required to pay substantial penalties imposed by these regulators due to compliance errors, or we or PLS may lose our licenses. Negative publicity or fines and penalties incurred in one jurisdiction may cause investigations or other actions by regulators in other jurisdictions.

A disruption in the MBS market could materially adversely affect our business, financial condition and results of operations.

In our correspondent production activities, we deliver newly originated Agency-eligible mortgage loans that we acquire to Fannie Mae or Freddie Mac to be pooled into Agency MBS securities or transfer government loans that we acquire to PLS, which pools them into Ginnie Mae MBS securities. Disruptions in the general MBS market have occurred in the past. Any significant disruption or period of illiquidity in the general MBS market would directly affect our liquidity because no existing alternative secondary market would likely be able to accommodate on a timely basis the volume of loans that we typically acquire and sell in any given period. Accordingly, if the MBS market experiences a period of illiquidity, we might be prevented from selling the loans that we acquire into the secondary market in a timely manner or at favorable prices, which could materially and adversely affect our business, financial condition, results of operations and our ability to make distributions to our shareholders.

The industry in which we operate is highly competitive, and is likely to become more competitive, and our inability to compete successfully or decreased margins resulting from increased competition could adversely affect our business, financial condition, results of operations and our ability to make distributions to our shareholders.

We operate in a highly competitive industry that could become even more competitive as a result of economic, legislative, regulatory and technological changes. Competition in acquiring newly originated mortgage loans comes from large commercial banks and savings institutions and other independent mortgage lenders and servicers. Many of these institutions have significantly greater resources and access to capital than we do, which may give them the benefit of a lower cost of funds. Additionally, our existing and potential competitors may decide to modify their business models to compete more directly with our correspondent production business. For example, non-bank loan servicers may try to leverage their servicing operations to develop or expand a correspondent production business. Since the withdrawal of a number of large participants from these markets following the financial crisis in 2008, there have been relatively few large non-bank participants. As more non-bank entities enter these markets, our correspondent lending activities may generate lower margins in order to effectively compete.

Compliance with changing regulation of corporate governance and public disclosure has resulted, and will continue to result, in increased compliance costs and pose challenges for our management team.

Changing federal and state laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Act and the rules, regulations and agencies promulgated thereunder, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and SEC regulations, have created uncertainty for public companies and significantly increased the compliance requirements, costs and risks associated with accessing the U.S. public markets. Our management and PCM’s team has and will continue to devote significant time and financial resources to comply with both existing and evolving standards for public companies; however, this will continue to lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

 

24


Table of Contents

Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on us and, more generally, the financial services and mortgage industries. Additionally, we cannot predict whether there will be additional proposed laws or reforms that would affect us, whether or when such changes may be adopted, how such changes may be interpreted and enforced or how such changes may affect us. However, the costs of complying with any additional laws or regulations could have a material adverse effect on our financial condition and results of operations.

Technology failures could damage our business operations and increase our costs, which could adversely affect our business, financial condition and results of operations.

The financial services industry as a whole is characterized by rapidly changing technologies, and system disruptions and failures caused by unauthorized intrusion, fire, power loss, telecommunications failures, computer viruses and disabling devices, natural disasters and other similar events may interrupt or delay the ability of PCM or PLS to provide services to our customers on our behalf. Security breaches, acts of vandalism and developments in computer capabilities could result in a compromise or breach of the technology used to protect our customers’ personal information and transaction data. Despite efforts by PCM or PLS to ensure the integrity of their systems, it is possible that they may not be able to anticipate or implement effective preventive measures against all security breaches, especially because the methods of attack change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources, including third parties such as persons involved with hostile countries or organizations or associated with external service providers. Those parties may also attempt to fraudulently induce employees, customers or other users of these systems to disclose sensitive information in order to gain access to our data or that of our customers or clients. These risks may increase in the future along with the industry’s increase in its reliance on the Internet and use of web-based product offerings.

A successful penetration or circumvention of the security of our systems or a defect in the integrity of PCM’s or PLS’ systems or cyber security could cause serious negative consequences for our business, including significant disruption of our activities, misappropriation of our confidential information or that of our customers, or damage to PCM’s or PLS’ computers or operating systems and to those of our customers and counterparties. Any of the foregoing events could result in violations of applicable privacy and other laws, financial loss to us, to PCM or PLS, or to our customers, loss of confidence in us, customer dissatisfaction, significant litigation exposure and harm to our reputation, all of which could adversely affect our business, financial condition, results of operations and our ability to make distributions to our shareholders.

Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our investor relationships. As our reliance on technology has increased, so have the risks posed by information systems, both internal and those provided to us by third-party service providers. While we have implemented policies and procedures designed to help mitigate cybersecurity risks and cyber intrusions, there can be no assurance that any such cyber intrusions will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any cyber intrusions or failures, interruptions and security breaches of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

The success and growth of our correspondent production activities will depend upon PLS’ ability to adapt to and implement technological changes.

Our correspondent production activities are currently dependent upon the ability of PLS to effectively interface with our mortgage lenders and other third parties and to efficiently process loan fundings and closings. The correspondent production process is becoming more dependent upon technological advancement. Maintaining and improving new technology and becoming proficient with it may also require significant capital expenditures by PLS. As these requirements increase in the future, PLS will have to fully develop these technological capabilities to remain competitive and its failure to do so could adversely affect our business, financial condition, results of operations and our ability to make distributions to our shareholders.

 

25


Table of Contents

Our entry into the warehouse lending business could subject us to increased risk of loss.

We may enter into the warehouse lending business through one or more of our subsidiaries. In connection with such activity, we will generally finance a mortgage loan originated by a correspondent lender under a master repurchase agreement, pursuant to which we will purchase the loan at a discount to its unpaid principal balance. Upon its sale of the loan to us or a third party, the correspondent lender would then repurchase the loan from us in an amount equal to our purchase price plus accrued interest through the date of repurchase.

The ability of the correspondent lender to repurchase a loan from us may be contingent on its ability to sell such loan in an amount sufficient to pay us the full repurchase price. There can be no assurance that the correspondent lender will be able to sell the loan for an amount sufficient to repay its borrowings from us, or at all. As a result, we are subject to the credit risk of our correspondent lenders. If the correspondent lender is unable to sell the loan and unable to repay its borrowings from us, there can be no assurance that any value we are able to realize through a sale or liquidation of the underlying loan will be sufficient to avoid a loss of all or a portion of the amount of the borrowing. Such losses could harm our business, financial condition, liquidity, results of operations and our ability to make distributions to our shareholders.

We could be harmed by misconduct or fraud that is difficult to detect.

We are exposed to risks relating to misconduct by employees of PennyMac and its subsidiaries, contractors we use, or other third parties with whom we have relationships. For example, such employees could execute unauthorized transactions, use our assets improperly or without authorization, perform improper activities, use confidential information for improper purposes, or misrecord or otherwise try to hide improper activities from us. This type of misconduct could also relate to our assets managed by PCM. This type of misconduct can be difficult to detect and if not prevented or detected could result in claims or enforcement actions against us or losses. Accordingly, misconduct by the employees of PennyMac and its subsidiaries, contractors, or others could subject us to losses or regulatory sanctions and seriously harm our reputation. Our controls may not be effective in detecting this type of activity.

If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areas of our internal controls that need improvement. Section 404 of the Sarbanes-Oxley Act requires us to evaluate and report on our internal controls over financial reporting and have our independent auditors annually attest to our evaluation, as well as issue their own opinion on our internal control over financial reporting. While we have undertaken substantial work to comply with Section 404, we cannot be certain that we will be successful in maintaining adequate control over our financial reporting and financial processes. Furthermore, as we continue to grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. If we or our independent auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could result in a breach under one of our lending arrangements and/or reduce the market value of our common shares. Additionally, the existence of any material weakness could result in a default under certain of our lending agreements and, along with the existence of a significant deficiency, would require management to devote significant time and incur significant expense to remediate any such material weakness or significant deficiency, and management may not be able to remediate any such material weakness or significant deficiency in a timely manner, or at all.

The loss of the services of our senior managers could adversely affect our business.

The experience of PFSI’s senior managers is valuable to us. PFSI’s management team has significant experience in the mortgage loan production and servicing industry. The loss of the services of PFSI’s senior managers for any reason could adversely affect our business.

Terrorist attacks and other acts of violence or war may materially and adversely affect the real estate industry generally and our business, financial condition, liquidity and results of operations.

Terrorist attacks and other acts of violence or war may cause disruptions in the U.S. financial markets, including the real estate capital markets, and negatively impact the U.S. economy in general. Any future terrorist attacks, the anticipation of any such attacks, the consequences of any military or other response by the U.S. and its allies, and other armed conflicts could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. The economic impact of these events could also materially and adversely affect the collectability of some of our loans and the credit quality of our loans and investments and the properties underlying our interests. We may suffer losses as a result of the adverse impact of any future attacks and these losses may adversely impact our performance and may cause the market value of our common shares to decline or be more volatile. We cannot predict the severity of the effect that potential future armed conflicts and terrorist attacks would have on us. Losses resulting from these types of events may not be fully insurable.

 

26


Table of Contents

Risks Related to Our Investments

A significant portion of our investments is and will continue to be in the form of whole loan mortgages, which are subject to increased risks.

A significant portion of our investments is and will continue to be in the form of whole loan mortgages, which are directly exposed to losses resulting from default and foreclosure. In the event of a foreclosure, we may assume direct ownership of the underlying real estate. The liquidation proceeds upon sale of such real estate may not be sufficient to recover our investment in the loan, resulting in a loss to us. In addition, the foreclosure process may be lengthy and expensive, and any delays or costs involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property may further reduce the proceeds and thus increase the loss.

The mortgage loans in which we invest and the mortgage loans underlying the MBS in which we invest subject us to delinquency, foreclosure and loss, as well as the risks associated with residential real estate and residential real estate-related investments, any of which could result in losses to us.

We invest in performing and nonperforming residential mortgage loans, and newly originated prime credit quality residential mortgage loans through our correspondent production business. Residential mortgage loans are typically secured by single-family residential property and are subject to risks of delinquency and foreclosure and risks of loss. These risks are greater for nonperforming loans. In addition, we invest in RMBS that are not guaranteed by federally chartered entities such as Fannie Mae and Freddie Mac or, in the case of Ginnie Mae, the U.S. government. The ability of borrowers to repay residential mortgage loans that we own, or underlying RMBS that we own, is dependent upon the income or assets of these borrowers.

Our investments in mortgage loans and MBS also subject us to the risks of residential real estate and residential real estate-related investments, including, among others: (i) declines in the value of residential real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds for borrowers to refinance or sell their homes; (iv) overbuilding; (v) the general deterioration of the borrower’s ability to keep a rehabilitated nonperforming mortgage loan current; (vi) increases in property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems, such as indoor mold; (ix) casualty or condemnation losses; (x) uninsured damages from floods, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) fluctuations in interest rates; (xiii) fraud by borrowers, originators and/or sellers of mortgage loans; (xiv) undetected deficiencies and/or inaccuracies in underlying mortgage loan documentation and calculations; and (xv) failure of the borrower to adequately maintain the property, particularly during times of financial difficulty. To the extent that assets underlying our investments are concentrated geographically, by property type or in certain other respects, we may be subject to certain of the foregoing risks to a greater extent. Additionally, we may be required to foreclose on a mortgage loan and such actions would subject us to greater concentration of the risks of the residential real estate markets and risks related to the ownership and management of real property.

We also expect to invest in CMBS and commercial mortgage loans. Commercial mortgage loans are secured by multifamily or commercial property and are subject to risks of delinquency and foreclosure, and risks of loss that are greater than similar risks associated with loans made on the security of single-family residential property. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. Net operating income of an income producing property can be affected by a variety of factors, and if the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the price we paid for the loan and any accrued interest of the mortgage loan plus advances made, which could have a material adverse effect on our cash flow from operations.

In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.

 

27


Table of Contents

A significant portion of the residential mortgage loans that we acquire are or may become nonperforming loans, which increases our risk of loss of our investment.

We acquire distressed residential mortgage loans and mortgage-related assets where the borrower has failed to make timely payments of principal and/or interest. We also acquire performing loans that subsequently become nonperforming. Under current market conditions, it is likely that a portion of these loans will have current loan-to-value ratios in excess of 100%, meaning the amount owed on the loan exceeds the value of the underlying real estate. Further, the borrowers on such loans may be in economic distress and/or may have become unemployed, bankrupt or otherwise unable or unwilling to make payments when due. If PLS as our primary and special servicer is not able to adequately address or mitigate the issues concerning these loans, we may incur significant losses. There are no limits on the percentage of nonperforming assets we may hold. Any loss we incur may be significant and may reduce distributions to our shareholders and materially and adversely affect the market value of our common shares.

Our acquisition of mortgage servicing rights exposes us to significant risks.

MSRs arise from contractual agreements between us and the investors (or their agents) in mortgage securities and mortgage loans. We generally acquire MSRs from the sale of mortgage loans where we assume the obligation to service the loan in connection with the sale transaction or we may purchase MSRs. Any MSRs we acquire are initially recorded at fair value on our balance sheet. The determination of the fair value of MSRs requires our management to make numerous estimates and assumptions. Such estimates and assumptions include, without limitation, estimates of future cash flows associated with MSRs based upon assumptions involving interest rates as well as the prepayment rates, delinquencies and foreclosure rates of the underlying serviced mortgage loans. The ultimate realization of the value of MSRs may be materially different than the values of such MSRs as may be reflected in our consolidated balance sheet as of any particular date. The use of different estimates or assumptions in connection with the valuation of these assets could produce materially different fair values for such assets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Accordingly, there may be material uncertainty about the fair value of any MSRs we acquire.

Changes in interest rates are a key driver of the performance of MSRs. Historically, the value of MSRs has increased when interest rates rise and decreased when interest rates decline due to the effect those changes in interest rates have on prepayment estimates. We may pursue various hedging strategies to seek to reduce our exposure to adverse changes in fair value resulting from changes in interest rates. Our hedging activity will vary in scope based on the level and volatility of interest rates, the type of assets held and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us. To the extent we do not utilize derivatives to hedge against changes in fair value of MSRs, our balance sheet, financial condition, liquidity and results of operations would be more susceptible to volatility due to changes in the fair value of, or cash flows from, MSRs as interest rates change.

Prepayment speeds significantly affect MSRs. Prepayment speed is the measurement of how quickly borrowers pay down the unpaid principal balance of their loans or how quickly loans are otherwise brought current, modified, liquidated or charged off. We base the price we pay for MSRs and the rate of amortization of those assets on, among other things, our projection of the cash flows from the related pool of mortgage loans. Our expectation of prepayment speeds is a significant assumption underlying those cash flow projections. If prepayment speed expectations increase significantly, the fair value of the MSRs could decline and we may be required to record a non-cash charge, which would have a negative impact on our financial results. Furthermore, a significant increase in prepayment speeds could materially reduce the ultimate cash flows we receive from MSRs, and we could ultimately receive substantially less than what we paid for such assets. Moreover, delinquency rates have a significant impact on the valuation of any MSRs. An increase in delinquencies generally results in lower revenue because typically we only collect servicing fees from Agencies or mortgage owners for performing loans. We base the price we pay for MSRs on, among other things, our projections of the cash flows from related pools of mortgage loans. Our expectation of delinquencies is a significant assumption underlying those cash flow projections. If delinquencies are significantly greater than we expect, the estimated fair value of the MSRs could be diminished. When the estimated fair value of MSRs is reduced, we could suffer a loss, which could have a negative impact on our financial results.

 

28


Table of Contents

Furthermore, MSRs and the related servicing activities are subject to numerous federal, state and local laws and regulations and may be subject to various judicial and administrative decisions imposing various requirements and restrictions on our business. Our failure to comply, or the failure of the servicer to comply, with the laws, rules or regulations to which we or they are subject by virtue of ownership of MSRs, whether actual or alleged, could expose us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could have a material adverse effect on our business, financial condition and results of operations and our ability to make distributions to our shareholders.

Our acquisition of excess servicing spread exposes us to significant risks.

We also acquire from PLS, from time to time, the right to receive certain ESS arising from MSRs owned or acquired by PLS. The ESS represents the difference between PLS’ contractual servicing fee with the applicable Agency and a base servicing fee that PLS retains as compensation for servicing or subservicing the related mortgage loans pursuant to the applicable servicing contract.

Because the ESS is a component of the related MSR, the risks of owning the ESS are substantially similar to the risks of owning an MSR. We also record our ESS assets at fair value, which is based on many of the same estimates and assumptions PLS uses to value our MSR assets, thereby creating the same potential for material differences between the recorded fair value of the ESS and the actual value that is ultimately realized. Also, the performance of our ESS assets are impacted by the same drivers as our MSR assets, namely interest rates, prepayment speeds and delinquency rates. Because of the inherent uncertainty in the estimates and assumptions and the potential for significant change in the impact of the drivers, there may be material uncertainty about the fair value of any ESS we acquire, and this could ultimately have a material adverse effect on our business, financial condition, results of operations and cash flows.

Further, as a condition to our purchase of the ESS, we were required to subordinate our interests to those of the applicable Agency. To the extent PLS fails to maintain its Agency approvals, such failure could result in PLS’ loss of the applicable MSR in its entirety, thereby extinguishing our interest in the related ESS. With respect to our ESS relating to PLS’ Ginnie Mae MSRs, our interest is also subordinated to the rights of CSFB First Boston Mortgage Capital LLC (“CSFB”) under a loan and security agreement with PLS, pursuant to which CSFB has a blanket lien on all of PLS’ Ginnie Mae MSRs (including the ESS we acquired), and under a security and subordination agreement with us, pursuant to which we acknowledge CSFB’s blanket lien. The security and subordination agreement permits CSFB to liquidate the ESS along with the related MSRs to the extent there exists an event of default under the loan and security agreement, and it contains certain trigger events, including breaches of representations, warranties or covenants and defaults under other of our credit facilities, that would require PLS to either (i) repay in full the outstanding loan amount under its loan and security agreement or (ii) repurchase the ESS from us at fair value. To the extent PLS is unable to repay the loan under its loan and security agreement or repurchase the ESS, an event of default would exist under the loan and security agreement, thereby entitling CSFB to liquidate the ESS and the related MSRs. In the event our ESS is liquidated as a result of certain actions or inactions of PLS, we generally would be entitled to seek indemnity under the applicable spread acquisition agreement; however, this would be an unsecured claim and, as a result, our loss of the ESS to an Agency or CSFB under any of these scenarios could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to our shareholders.

We cannot independently protect our MSR or excess servicing spread assets from borrower refinancing and are dependent upon PLS to do so for our benefit.

While PLS has agreed pursuant to the terms of an MSR recapture agreement to transfer to us a portion of the MSRs relating to mortgage loans it refinances, we are not independently capable of protecting our MSR asset from borrower refinancing through targeted solicitations to, and origination of, refinance loans for borrowers in our servicing portfolio. Accordingly, unlike traditional mortgage originators and many servicers, we must rely upon PLS to refinance mortgage loans in our servicing portfolio that would otherwise be targeted by third party lenders. There can be no assurance that PLS will either have or allocate the time and resources required to effectively and efficiently solicit our servicing portfolio. Its failure to do so, or the termination of our MSR recapture agreement, could result in accelerated runoff of our MSR asset, decreasing its value and adversely impacting our business, financial condition, results of operations and our ability to make distributions to our shareholders.

Similarly, while PLS has agreed pursuant to the terms of our spread acquisition agreements to transfer to us a portion of the ESS relating to mortgage loans it refinances, we are not independently capable of protecting our ESS asset from borrower refinancing through targeted solicitations to, and origination of, refinance loans for borrowers in our portfolio of ESS. Accordingly, we must also rely upon PLS to refinance these mortgage loans that would otherwise be targeted by third party lenders. There can be no assurance that PLS will either have or allocate the time and resources required to effectively and efficiently solicit these mortgage loans. Its failure to do so, or the termination of our spread acquisition agreements, could result in accelerated runoff of our ESS assets, decreasing their value and adversely impacting our business, financial condition, results of operations and our ability to make distributions to our shareholders.

 

29


Table of Contents

Investments in subordinated loans and subordinated MBS could subject us to increased risk of losses.

We invest in subordinated loans and may invest in subordinated MBS. In the event a borrower defaults on a subordinated loan and lacks sufficient assets to satisfy such loan, we may lose all or a significant part of our investment. In the event a borrower becomes subject to bankruptcy proceedings, we will not have any recourse to the assets, if any, of the borrower that are not pledged to secure our loan, and the unpledged assets of the borrower may not be sufficient to satisfy our loan. If a borrower defaults on our subordinated loan or on its senior debt (i.e., a first-lien loan, in the case of a residential mortgage loan, or a contractually or structurally senior loan, in the case of a commercial mortgage loan), or in the event of a borrower bankruptcy, our subordinated loan will be satisfied only after all senior debt is paid in full. As a result, we may not recover all or even a significant part of our investment, which could result in losses. In the case of commercial mortgage loans where senior debt exists, the presence of intercreditor arrangements may also limit our ability to amend our loan documents, assign our loan, accept prepayments, exercise our remedies and control decisions made in bankruptcy proceedings relating to borrowers.

In general, losses on an asset securing a mortgage loan included in a securitization will be borne first by the equity holder of the property, then by a cash reserve fund or letter of credit provided by the borrower, if any, and then by the “first loss” subordinated security holder and then by the “second loss” subordinated security holder. In the event of default and the exhaustion of any equity support, reserve fund, letter of credit and any classes of securities junior to those in which we invest, we may not recover all or even a significant part of our investment, which could result in losses.

In addition, if the underlying mortgage portfolio has been serviced ineffectively by the loan servicer or overvalued by the originator, or if the values of the assets subsequently decline and, as a result, less collateral is available to satisfy interest and principal payments due on the related MBS, the securities in which we invest may suffer significant losses. The prices of these types of lower credit quality investments are generally more sensitive to adverse actual or perceived economic downturns or individual issuer developments than more highly rated investments. An economic downturn or a projection of an economic downturn, for example, could cause a decline in the price of lower credit quality investments because the ability of obligors to make principal and interest payments or to refinance may be impaired.

Our investments in loans to and debt securities of real estate companies will be subject to the specific risks relating to the particular borrower or issuer of the securities and to the general risks of investing in real estate-related loans and securities, which could result in significant losses.

We may invest in loans to and debt securities of real estate companies, including REITs. These investments involve special risks relating to the particular borrower or issuer of the securities, including the financial condition, liquidity, results of operations, business and prospects of the borrower or issuer. Investments in REIT debt securities may also be subject to risks relating to transfer restrictions, substantial market price volatility resulting from changes to prevailing interest rates, and, in the case of subordinated investments, the seniority of claims of banks and other senior lenders to the issuer. In addition, real estate companies often invest, and REITs generally are required to invest substantially, in real estate or real estate-related assets and are subject to some or all of the risks inherent with real estate and real estate-related investments referred to in this Report. These risks may adversely affect the value of our debt securities of real estate companies and the ability of the issuers thereof to make principal and interest payments in a timely manner, or at all, which could result in significant losses for us.

Our future investments in commercial mortgage loans and other commercial real estate-related loans are dependent upon the success of the multifamily and commercial real estate sectors and may be affected by conditions that could materially adversely affect our business and results of operations.

We expect to acquire mortgage loans secured by multifamily and commercial real estate properties. The profitability of these investments will be closely tied to the overall success of the multifamily and commercial real estate market. Various changes in real estate conditions may impact the multifamily and commercial real estate sectors. Any negative trends in such real estate conditions may reduce the availability of attractive acquisition opportunities and, as a result, adversely affect our results of operations. These conditions include:

 

    oversupply of, or a reduction in demand for, multifamily housing and commercial properties;

 

    a favorable single-family real estate or interest rate environment that may result in a significant number of potential residents of multifamily properties deciding to purchase homes instead of renting;

 

    rent control or stabilization laws, or other laws regulating multifamily housing, which could affect the profitability of multifamily developments;

 

    the inability of residents and tenants to pay rent;

 

30


Table of Contents
    increased competition in the multifamily and commercial real estate sectors based on considerations such as the attractiveness, location, rental rates, amenities and safety record of various properties; and

 

    increased operating costs, including increased real property taxes, maintenance, insurance and utilities costs.

Moreover, other factors may adversely affect the multifamily and commercial real estate sectors, including changes in government regulations and other laws, rules and regulations governing real estate, zoning or taxes, changes in the economy and interest rate levels, the potential liability under environmental and other laws, increases in delinquency and foreclosure rates, and other unforeseen events. Any or all of these factors could negatively impact the multifamily sector and, as a result, reduce the availability of attractive acquisition opportunities. Any such reduction could materially and adversely affect us.

The failure of PLS or any other servicer to effectively service our portfolio of mortgage loans would materially and adversely affect us.

Pursuant to our loan servicing agreement, PLS provides us with primary and special servicing. PLS’ loan servicing activities include collecting principal, interest and escrow account payments, if any, with respect to mortgage loans, as well as managing loss mitigation, which may include, among other things, collection activities, loan workouts, modifications, foreclosures, short sales and sales of REO. The ability of PLS or any other servicer or subservicer to effectively service our portfolio of mortgage loans is critical to our success, particularly given our strategy of maximizing the value of the distressed mortgage loans that we acquire through proprietary loan modification programs, special servicing and other initiatives focused on keeping borrowers in their homes; or in the case of nonperforming loans, effecting property resolutions in a timely, orderly and economically efficient manner. The failure of PLS or any other servicer or subservicer to effectively service our portfolio of mortgage loans would adversely impact our business, financial condition, liquidity, results of operations and our ability to make distributions to our shareholders.

The increasing number of proposed U.S. federal, state and local laws may affect certain mortgage-related assets in which we intend to invest and could increase our cost of doing business.

Legislation has been enacted and proposed which, among other provisions, could hinder the ability of a servicer to foreclose promptly on defaulted mortgage loans or would permit limited assignee liability for certain violations in the mortgage loan origination process, which could result in us being held responsible for such violations. We cannot predict whether or in what form the U.S. Congress or the various state and local legislatures may enact legislation affecting our business. We will evaluate the potential impact of any initiatives which, if enacted, could materially and adversely affect our practices and results of operations. We are unable to predict whether U.S. federal, state or local authorities will enact laws, rules or regulations that will require changes in our practices in the future, and any such changes could materially and adversely affect our cost of doing business and profitability.

Our inability to promptly foreclose upon defaulted mortgage loans could increase our cost of doing business and/or diminish our expected return on investments.

Our ability to promptly foreclose upon defaulted mortgage loans and liquidate the underlying real property plays a critical role in our valuation of the assets in which we invest and our expected return on those investments. There are a variety of factors that may inhibit our ability, through PLS, to foreclose upon a mortgage loan and liquidate the real property within the time frames we model as part of our valuation process. These factors include, without limitation: federal, state or local legislative action or initiatives designed to provide homeowners with assistance in avoiding residential mortgage loan foreclosures and that serve to delay the foreclosure process; HAMP and similar programs that require specific procedures to be followed to explore the refinancing of a mortgage loan prior to the commencement of a foreclosure proceeding; and declines in real estate values and sustained high levels of unemployment that increase the number of foreclosures and place additional pressure on the already overburdened judicial and administrative systems.

In addition, certain issues, including “robo-signing,” have been identified throughout the mortgage industry that relate to affidavits used in connection with the mortgage loan foreclosure process. A substantial portion of our investments are nonperforming mortgage loans, many of which are already subject to foreclosure proceedings at the time of purchase. While we have obtained assurances from PLS about its own practices relative to foreclosure proceedings and its proper use of affidavits, there can be no assurance that similar practices have been followed in connection with mortgage loans that are already subject to foreclosure proceedings at the time of purchase. To the extent we determine that any of these loans are impacted by these issues, we may be required to re-commence the foreclosure proceedings relating to such loans, thereby resulting in additional delay that could have the effect of increasing our cost of doing business and/or diminishing our expected return on our investments. The uncertainty surrounding these issues could also result in legal, regulatory or industry changes to the foreclosure process as a whole, any or all of which could lengthen the foreclosure process and negatively impact our business.

 

31


Table of Contents

Challenges to the MERS ® System could materially and adversely affect our business, results of operations and financial condition.

MERSCORP, Inc. is a privately held company that maintains an electronic registry, referred to as the MERS System, that tracks servicing rights and ownership of loans in the United States. Mortgage Electronic Registration Systems, Inc. (“MERS”), a wholly owned subsidiary of MERSCORP, Inc., can serve as a nominee for the owner of a mortgage loan and in that role initiate foreclosures and/or become the mortgagee of record for the loan in local land records. We, or PLS on our behalf, may choose to use MERS as a nominee. The MERS System is widely used by participants in the mortgage finance industry.

Several legal challenges have been made disputing MERS’s legal standing to initiate foreclosures and/or act as nominee in local land records. These challenges have focused public attention on MERS and on how loans are recorded in local land records. As a result, these challenges could negatively affect MERS’s ability to serve as the mortgagee of record in some jurisdictions. In addition, where MERS is the mortgagee of record, it must execute assignments of mortgages, affidavits and other legal documents in connection with foreclosure proceedings. As a result, investigations by governmental authorities and others into the servicer foreclosure process deficiencies referenced above may impact MERS. Failures by MERS to apply prudent and effective process controls and to comply with legal and other requirements in the foreclosure process could pose operational, reputational and legal risks that may materially and adversely affect us.

A decline in the value of the real estate underlying our mortgage loans may result in reduced risk-adjusted returns or losses.

The value of the real estate that underlies mortgage loans is subject to market conditions. Changes in the real estate market may adversely affect the value of the collateral and thereby lower the value to be derived from its liquidation. In addition, adverse changes in the real estate market increase the probability of default, as the incentive of the borrower to retain and protect equity in the property declines.

Many of our investments are unrated or, where any credit ratings are assigned to our investments, they will be subject to ongoing evaluations and revisions and we cannot assure you that those ratings will not be downgraded.

Many of our current investments are not, and many of our future investments will not be, rated by any rating agency. Therefore, PCM’s assessment of the value and pricing of our investments may be difficult and the accuracy of such assessment is inherently uncertain. However, certain of our investments may be rated. If rating agencies assign a lower-than expected rating or reduce or withdraw, or indicate that they may reduce or withdraw, their ratings of our investments in the future, the value of these investments could significantly decline, which would materially and adversely affect the value of our investment portfolio and could result in losses upon disposition or the failure of borrowers to satisfy their debt service obligations to us.

We may be materially and adversely affected by risks affecting borrowers or the asset or property types in which our investments may be concentrated at any given time, as well as from unfavorable changes in the related geographic regions.

Our assets are not subject to any geographic, diversification or concentration limitations except that we will be concentrated in mortgage-related investments. Accordingly, our investment portfolio may be concentrated by geography, asset, property type and/or borrower, increasing the risk of loss to us if the particular concentration in our portfolio is subject to greater risks or is undergoing adverse developments. In addition, adverse conditions in the areas where the properties securing or otherwise underlying our investments are located (including business layoffs or downsizing, industry slowdowns, changing demographics and other factors) and local real estate conditions (such as oversupply or reduced demand) may have an adverse effect on the value of our investments. A material decline in the demand for real estate in these areas may materially and adversely affect us. Concentration or a lack of diversification can increase the correlation of non-performance and foreclosure risks among our investments.

 

32


Table of Contents

A prolonged economic slowdown, recession or declining real estate values could materially and adversely affect us.

The risks associated with our investments are more acute during periods of economic slowdown or recession, especially if these periods are accompanied by high unemployment and declining real estate values. A weakening economy, high unemployment and declining real estate values significantly increase the likelihood that borrowers will default on their debt service obligations to us and that we will incur losses on our investments with them in the event of a default on a particular investment because the value of any collateral we foreclose upon may be insufficient to cover the full amount of such investment or may require a significant amount of time to realize. These factors may also increase the likelihood of re-default rates even after we have completed loan modifications. Any period of increased payment delinquencies, foreclosures or losses could adversely affect the net interest income generated from our portfolio and our ability to make and finance future investments, which would materially and adversely affect our business, financial condition, liquidity, results of operations and our ability to make distributions to our shareholders.

Many of our investments are illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

Our investments in distressed mortgage loans, MSRs, ESS, securities and mortgage loans held in a consolidated variable interest entity may be illiquid. As a result, it may be difficult or impossible to obtain or validate third party pricing on the investments we purchase. Illiquid investments typically experience greater price volatility, as a ready market does not exist, and can be more difficult to value. The illiquidity of our investments may make it difficult for us to sell such investments if the need or desire arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the recorded value.

Fair values of many of our investments are estimates and their ultimately reduced values may materially and adversely affect periodic reported results and credit availability, which may reduce earnings and, in turn, cash available for distribution to our shareholders.

The fair values of some of our investments are not readily determinable. We measure the fair value of these investments monthly, but the fair value at which our assets are recorded may differ from their realizable value. Ultimate realization of the value of an asset depends to a great extent on economic and other conditions that change during the time period over which the investment is held and are beyond the control of PCM, the Company or our board of trustees. Further, fair value is only an estimate based on good faith judgment of the price at which an investment can be sold since market prices of investments can only be determined by negotiation between a willing buyer and seller. In certain cases, PCM’s estimation of the fair value of our investments includes inputs provided by third-party dealers and pricing services, and valuations of certain securities or other assets in which we invest are often difficult to obtain and are subject to judgments that may vary among market participants. Changes in the estimated fair values of those assets are directly charged or credited to earnings for the period. If we were to liquidate a particular asset, the realized value may be more than or less than the amount at which such asset was recorded. Accordingly, in either event, the value of our common shares could be materially and adversely affected by our determinations regarding the fair value of our investments, and such valuations may fluctuate over short periods of time.

PCM utilizes analytical models and data in connection with the valuation of our investments, and any incorrect, misleading or incomplete information used in connection therewith would subject us to potential risks.

Given the illiquidity and complexity of our investments and strategies, PCM must rely heavily on models and data, including analytical models (both proprietary models developed by PCM and those supplied by third parties) and information and data supplied by third parties. Models and data are used to value investments or potential investments and also in connection with hedging our investments. In the event models and data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose us to potential risks. For example, by relying on incorrect models and data, especially valuation models, PCM may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low or to miss favorable opportunities altogether. Similarly, any hedging based on faulty models and data may prove to be unsuccessful.

Liability relating to environmental matters may impact the value of properties that we may acquire or the properties underlying our investments.

Under various U.S. federal, state and local laws, an owner or operator of real property may become liable for the costs of removal of certain hazardous substances released on its property. These laws often impose liability without regard to whether the owner or operator was responsible for, or aware of, the release of such hazardous substances. The presence of hazardous substances may also adversely affect an owner’s ability to sell real estate, borrow using real estate as collateral or make debt payments to us. In addition, if we take title to a property, the presence of hazardous substances may adversely affect our ability to sell the property, and we may become liable to a governmental entity or to third parties for various fines, damages or remediation costs. Any of these liabilities or events may materially and adversely affect the value of the relevant asset and/or our business, financial condition, liquidity, results of operations and our ability to make distributions to our shareholders.

 

33


Table of Contents

Insurance on real estate securing mortgage loans and real estate securities collateral may not cover all losses.

There are certain types of losses, generally of a catastrophic nature, that result from such events as earthquakes, floods, hurricanes, terrorism or acts of war, and that may be uninsurable or not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, also might make the insurance proceeds insufficient to repair or replace a property if it is damaged or destroyed. Under these circumstances, the insurance proceeds received might not be adequate to restore our economic position with respect to the affected real property. Any uninsured loss could result in the loss of cash flow from, and the asset value of, the affected property.

We depend on the accuracy and completeness of information about borrowers and counterparties and any misrepresented information could adversely affect our business, financial condition and results of operations.

In connection with our correspondent production activities, we may rely on information furnished by or on behalf of borrowers and counterparties, including financial statements and other financial information. We also may rely on representations of borrowers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the value of the loan may be significantly lower than expected. Our controls and processes may not have detected or may not detect all misrepresented information in our loan acquisitions or from our business clients. Any such misrepresented information could materially and adversely affect our business, financial condition, results of operations and our ability to make distributions to our shareholders.

We are subject to counterparty risk and may be unable to seek indemnity or require our counterparties to repurchase mortgage loans if they breach representations and warranties, which could cause us to suffer losses.

When we purchase nonperforming assets or newly originated loans through our correspondent production activities, our counterparty typically makes customary representations and warranties to us about such assets or loans. Our residential mortgage loan purchase agreements may entitle us to seek indemnity or demand repurchase or substitution of the loans in the event our counterparty breaches a representation or warranty given to us. However, there can be no assurance that our mortgage loan purchase agreements will contain appropriate representations and warranties, that we will be able to enforce our contractual right to demand repurchase or substitution, or that our counterparty will remain solvent or otherwise be able to honor its obligations under our mortgage loan purchase agreements. Further, a significant portion of our nonperforming assets was purchased from or through a small number of sellers who generally also provide us with financing, creating a concentration of risk and a potential conflict of interest with key sources of financing. Our inability to obtain indemnity or require repurchase of a significant number of loans could materially and adversely affect our business, financial condition, liquidity, results of operations and our ability to make distributions to our shareholders.

We may be required to repurchase mortgage loans or indemnify investors if we breach representations and warranties, which could materially and adversely affect our earnings.

When we sell loans, we are required to make customary representations and warranties about such loans to the loan purchaser. As part of our correspondent production activities, PLS re-underwrites a percentage of the loans that we acquire, and we rely upon PLS to ensure quality underwriting by our correspondent sellers, accurate third party appraisals, and strict compliance with the representations and warranties that we require from our correspondent sellers and that are required from us by our investors. Our residential mortgage loan sale agreements may require us to repurchase or substitute loans or indemnify the purchaser against future losses in the event we breach a representation or warranty given to the loan purchaser. In addition, we may be required to repurchase loans as a result of borrower fraud or in the event of early payment default on a mortgage loan. Likewise, we may be required to repurchase or substitute loans if we breach a representation or warranty in connection with our securitizations. The remedies available to the Agencies and other purchasers of mortgage loans may be broader than those available to us against the originator or correspondent lender, and if a purchaser enforces its remedies against us, we may not be able to enforce the remedies we have against the sellers. The repurchased loans typically can only be financed at a steep discount to their repurchase price, if at all. They are also typically sold at a discount to the unpaid principal balance, which in some cases can be significant. Significant repurchase activity could materially and adversely affect our business, financial condition, liquidity, results of operations and our ability to make distributions to our shareholders.

We believe that, as a result of the current market environment, many purchasers of mortgage loans, including the Agencies, are particularly aware of the conditions under which loan sellers must indemnify them against losses related to purchased loans, or repurchase those loans, and would benefit from enforcing any repurchase remedies they may have.

 

34


Table of Contents

Risks Related to Our Organization and Structure

Certain provisions of Maryland law, our staggered board of trustees and certain provisions in our declaration of trust could each inhibit a change in our control.

Certain provisions of the Maryland General Corporation Law (the “MGCL”) applicable to a Maryland real estate investment trust may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change in our control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then prevailing market price of such common shares.

In addition, our board of trustees is divided into three classes of trustees. Trustees of each class will be elected for three-year terms upon the expiration of their current terms, and each year one class of trustees will be elected by our shareholders. The staggered terms of our trustees may reduce the possibility of a tender offer or an attempt at a change in control, even though a tender offer or change in control might be in the best interests of our shareholders.

Further, our declaration of trust authorizes us to issue additional authorized but unissued common shares and preferred shares. Our board of trustees may, without shareholder approval, increase the aggregate number of our authorized common shares or the number of shares of any class or series that we have authority to issue and classify or reclassify any unissued common shares or

 

35


Table of Contents

preferred shares and may set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board may establish a class or series of common shares or preferred shares or take other actions that could delay or prevent a transaction or a change in our control that might involve a premium price for our common shares or otherwise be in the best interests of our shareholders.

Our bylaws include an exclusive forum provision that could limit our shareholders’ ability to obtain a judicial forum viewed by the shareholders as more favorable for disputes with us or our trustees or officers.

Our bylaws provide that the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of fiduciary duty; any action asserting a claim against us arising pursuant to any provision of the Maryland REIT Law; or any action asserting a claim against us that is governed by the internal affairs doctrine. This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our trustees or officers, which may discourage such lawsuits against us and our trustees and officers. Alternatively, if a court were to find the choice of forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Compliance with our Investment Company Act exclusion imposes limits on our operations.

We intend to conduct our operations so that we are not required to register as an investment company under the Investment Company Act. However, our qualification for exclusion from registration under the Investment Company Act will limit our ability to make certain investments, as discussed below.

Failure to maintain our exclusion from registration under the Investment Company Act could materially and adversely affect us.

Because we are organized as a holding company that conducts its businesses primarily through our Operating Partnership and its wholly-owned subsidiaries, our status under the Investment Company Act is dependent upon the status of our Operating Partnership which, as a holding company, in turn, will have its status determined by the status of its subsidiaries. The securities issued to our Operating Partnership by subsidiaries excepted from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, together with any other investment securities owned by our Operating Partnership, may not have a value in excess of 40% of the value of our Operating Partnership’s total assets on an unconsolidated basis. While we will monitor our holdings to ensure continuing and ongoing compliance with this asset test, if the value of such securities exceeds such 40% threshold, or if one or more of such subsidiaries fail to maintain their exceptions or exclusions from the Investment Company Act and we do not have available to us another basis on which we may avoid registration, we may have to register under the Investment Company Act. This could subject us to substantial regulation with respect to our capital structure (including our ability to use leverage), management, operations, transactions with affiliated persons (as defined in the Investment Company Act), portfolio composition, including restrictions with respect to diversification and industry concentration, and other matters. It could also cause the breach of covenants we have made under certain of our financing arrangements, which could result in an event of default, acceleration of debt and/or termination.

In August 2011, the SEC solicited public comment through a concept release on a wide range of issues relating to the Section 3(c)(5)(C) exemption from the Investment Company Act, including the nature of the assets that qualify for purposes of the exemption and whether mortgage-related REITs should be regulated in a manner similar to investment companies. There can be no assurance that the laws and regulations governing the Investment Company Act status of REITs, including guidance and interpretations from the Division of Investment Management of the SEC regarding the exceptions and exclusions therefrom, will not change in a manner that adversely affects our operations. If the SEC takes action that could result in our or our subsidiaries’ failure to maintain an exception or exclusion from the Investment Company Act, we could, among other things, be required to (a) restructure our operations to avoid being required to register as an investment company, (b) effect sales of our assets in a manner that, or at a time when, we would not otherwise choose to do so or (c) register as an investment company (which, among other things, would require us to comply with the leverage constraints applicable to investment companies), any of which could negatively affect the value of our common shares, the sustainability of our business model, and our ability to make distributions to our shareholders, which could, in turn, materially and adversely affect our business and the market price of our common shares.

Further, a loss of our Investment Company Act exclusion would allow PCM to terminate our management agreement with us, and our loan servicing agreement with PLS is subject to early termination in the event our management agreement is terminated for any reason. If either of these agreements is terminated, we will have to obtain the services on our own, and we may not be able to replace these services in a timely manner or on favorable terms, or at all. This would have a material adverse effect on our ability to continue to execute our business strategy.

 

36


Table of Contents

Rapid changes in the values of our investments may make it more difficult for us to maintain our REIT qualification or exclusion from the Investment Company Act.

If the market value or income potential of our residential mortgage loans and other real estate-related assets declines as a result of increased interest rates, prepayment rates or other factors, we may need to increase certain real estate investments and income and/or liquidate our non-qualifying assets in order to maintain our REIT qualification or exclusion from the Investment Company Act. If the decline in real estate asset values and/or income occurs quickly, this may be especially difficult to accomplish, particularly given the illiquid nature of our investments. We may have to make investment decisions that we otherwise would not make absent our REIT and Investment Company Act considerations.

Our rights and the rights of our shareholders to take action against our trustees and officers are limited, which could limit shareholder recourse in the event of actions not in the best interest of our shareholders.

Our declaration of trust limits the liability of our present and former trustees and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law, our present and former trustees and officers will not have any liability to us or our shareholders for money damages other than liability resulting from either (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty by the trustee or officer that was established by a final judgment and is material to the cause of action.

Our declaration of trust authorizes us to indemnify our present and former trustees and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. Our bylaws require us to indemnify each present and former trustee or officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former trustees and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our shareholders may have more limited rights against our present and former trustees and officers than might otherwise exist absent the current provisions in our declaration of trust and bylaws or that might exist with other companies, which could limit shareholder recourse in the event of actions not in the best interest of our shareholders.

Our declaration of trust contains provisions that make removal of our trustees difficult, which could make it difficult for our shareholders to effect changes to our management.

Our declaration of trust provides that, subject to the rights of holders of any series of preferred shares, a trustee may be removed only for “cause” (as defined in our declaration of trust), and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees. Vacancies generally may be filled only by a majority of the remaining trustees in office, even if less than a quorum, for the full term of the class of trustees in which the vacancy occurred. These requirements make it more difficult to change our management by removing and replacing trustees and may prevent a change in our control that is in the best interests of our shareholders.

Risks Related to Taxation

Our failure to qualify as a REIT would result in higher taxes and reduced cash available for distribution to our shareholders.

We are organized and operate in a manner so as to qualify as a REIT for U.S. federal income tax purposes. Our qualification as a REIT depends on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis. If we were to lose our REIT status in any taxable year, corporate-level income taxes, including alternative minimum taxes, would apply to all of our taxable income at federal and state tax rates, and distributions to our shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn would have an adverse impact on the value of our common shares. Unless we were entitled to relief under certain Internal Revenue Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

Even if we qualify as a REIT, we face tax liabilities that reduce our cash flow, and a significant portion of our income may be earned through TRSs that are subject to U.S. federal income taxation.

Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes, such as mortgage recording taxes. Any of these taxes would decrease cash available for distribution to our shareholders.

 

37


Table of Contents

We also engage in business activities that are required to be conducted in a TRS. In order to meet the REIT qualification requirements, or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we hold a significant portion of our assets through, and derive a significant portion of our taxable income and gains in, a TRS, subject to the limitation that securities in TRSs may not represent more than 25% of our assets in order for us to remain qualified as a REIT. All taxable income and gains derived from the assets held from time to time in our TRS are subject to regular corporate income taxation.

The percentage of our assets represented by a TRS and the amount of our income that we can receive in the form of TRS dividends are subject to statutory limitations that could jeopardize our REIT status.

No more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs (at the end of each quarter). While we intend to manage our affairs so as to satisfy this requirement, there can be no assurance that we will be able to do so in all market circumstances. Although a TRS is subject to U.S. federal, state and local income tax on its taxable income, we may from time to time need to make distributions of such after-tax income in order to keep the value of our TRS below 25% of our total assets. However, for purposes of one of the tests we must satisfy to qualify as a REIT, at least 75% of our gross income must in each taxable year generally be from real estate assets. While we monitor our compliance with both this income test and the limitation on the percentage of our assets represented by TRS securities, the two may at times be in conflict with one another. That is, it is possible that we may wish to distribute a dividend from a TRS in order to reduce the value of our TRS below 25% of our assets, but be unable to do so without violating the requirement that 75% of our gross income in the taxable year be derived from real estate assets. There can be no assurance that we will be able to comply with both of these tests in all market conditions.

Dividends payable by REITs do not generally qualify for the reduced tax rates applicable to certain corporate dividends.

The Internal Revenue Code provides for a 20% maximum federal income tax rate for dividends paid by corporations to eligible domestic shareholders that are individuals, trusts or estates. Dividends paid by REITs, however, are generally not eligible for the reduced rates. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the stock of REITs, including our common shares.

We have not established a minimum distribution payment level and no assurance can be given that we will be able to make distributions to our shareholders in the future at current levels or at all.

We are generally required to distribute to our shareholders at least 90% of our taxable income each year for us to qualify as a REIT under the Internal Revenue Code, which requirement we currently intend to satisfy. To the extent we satisfy the 90% distribution requirement but distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income. We have not established a minimum distribution payment level, and our ability to make distributions to our shareholders may be materially and adversely affected by the risk factors discussed in this Report and any subsequent Quarterly Reports on Form 10-Q. Although we have made, and anticipate continuing to make, quarterly distributions to our shareholders, our board of trustees has the sole discretion to determine the timing, form and amount of any future distributions to our shareholders, and such determination will depend upon, among other factors, our historical and projected results of operations, financial condition, cash flows and liquidity, maintenance of our REIT qualification and other tax considerations, capital expenditure and other expense obligations, debt covenants, contractual prohibitions or other limitations and applicable law and such other matters as our board of trustees may deem relevant from time to time. Among the factors that could impair our ability to continue to make distributions to our shareholders are:

 

    our inability to invest the net proceeds from our equity offerings;

 

    our inability to make attractive risk-adjusted returns on our current and future investments;

 

    non-cash earnings or unanticipated expenses that reduce our cash flow;

 

    defaults in our investment portfolio or decreases in its value; and

 

    the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.

As a result, no assurance can be given that we will be able to continue to make distributions to our shareholders in the future or that the level of any future distributions will achieve a market yield or increase or even be maintained over time, any of which could materially and adversely affect the market price of our common shares.

The REIT distribution requirements could materially and adversely affect our ability to execute our business strategies.

We intend to continue to make distributions to our shareholders to comply with the requirements of the Internal Revenue Code and to avoid paying corporate tax on undistributed income. However, differences in timing between the recognition of taxable

 

38


Table of Contents

income and the actual receipt of cash could require us to sell assets, borrow funds on a short-term or long-term basis, or issue equity to meet the distribution requirements of the Internal Revenue Code. We may find it difficult or impossible to meet distribution requirements in certain circumstances. Due to the nature of the assets in which we invest and may invest and to our accounting elections for such assets, we may be required to recognize taxable income from those assets in advance of our receipt of cash flow on or proceeds from disposition of such assets. As a result, to the extent such income is not realized within a TRS, the requirement to distribute a substantial portion of our net taxable income could cause us to: (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt or (iv) make a taxable distribution of our shares as part of a distribution in which shareholders may elect to receive shares or (subject to a limit measured as a percentage of the total distribution) cash, in order to comply with REIT requirements.

We may be required to report taxable income early in our holding period for certain investments in excess of the economic income we ultimately realize from them.

We acquire and/or expect to acquire in the secondary market debt instruments that we may significantly modify for less than their face amount, MBS issued with original issue discount, or debt instruments or MBS that are delinquent as to mandatory principal and interest payments. In each case, we may be required to report income regardless of whether corresponding cash payments are received or are ultimately collectible. If we eventually collect less than we had previously reported as income, there may be a bad debt deduction available to us at that time or we may record a capital loss in a disposition of such asset, but our ability to benefit from that bad debt deduction would depend on our having taxable income or capital gains, respectively, in that later taxable year. This possible “income early, losses later” phenomenon could materially and adversely affect us and our shareholders if it were persistent and in significant amounts.

The share ownership limits applicable to us that are imposed by the Internal Revenue Code for REITs and our declaration of trust may restrict our business combination opportunities.

In order for us to maintain our qualification as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of each taxable year following our first year. Our declaration of trust, with certain exceptions, authorizes our board of trustees to take the actions that are necessary and desirable to preserve our qualification as a REIT. Under our declaration of trust, no person may own more than 9.8% by vote or value, whichever is more restrictive, of our outstanding common shares or more than 9.8% by vote or value, whichever is more restrictive, of our outstanding shares of beneficial interest. Our board may grant an exemption to the share ownership limits in its sole discretion, subject to certain conditions and the receipt of certain representations and undertakings. These share ownership limits are based upon direct or indirect ownership by “individuals,” which term includes certain entities.

Ownership limitations are common in the organizational documents of REITs and are intended, among other purposes, to provide added assurance of compliance with the tax law requirements and to minimize administrative burdens. However, our share ownership limits might also delay or prevent a transaction or a change in our control that might involve a premium price for our common shares or otherwise be in the best interests of our shareholders.

Complying with the REIT requirements can be difficult and may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our shares. We may be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments or require us to liquidate from our portfolio otherwise attractive investments. If we are compelled to liquidate our investments, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory. These actions could have the effect of reducing our income and amounts available for distribution to our shareholders.

Complying with the REIT requirements may limit our ability to hedge effectively.

The REIT provisions of the Internal Revenue Code may limit our ability to hedge our assets and operations. Under current law, any income that we generate from transactions intended to hedge our interest rate or currency risks will be excluded from gross income for purposes of the REIT gross income tests in certain instances. Generally, income derived from other types of hedging transactions will not be treated as qualifying income for purposes of the REIT gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous, which could result in greater risks associated with interest rate or other changes than we would otherwise be subject to.

 

39


Table of Contents

If our Operating Partnership failed to qualify as a disregarded entity for U.S. federal income tax purposes, we could fail to qualify as a REIT and suffer other adverse consequences.

We believe that our Operating Partnership is organized and operated in a manner so as to be treated as a disregarded entity, and not an association or publicly traded partnership taxable as a corporation, for U.S. federal income tax purposes. As a disregarded entity, it is not subject to U.S. federal income tax on its income. Instead, its income is included in the calculation of our income. No assurance can be provided, however, that the Internal Revenue Service (the “IRS”) will not challenge its status as a partnership or disregarded entity for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our Operating Partnership as an association or publicly-traded partnership taxable as a corporation for U.S. federal income tax purposes, we could fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, could cease to qualify as a REIT. Also, the failure of our Operating Partnership to qualify as a partnership or a disregarded entity would cause it to become subject to U.S. federal corporate income tax, which would reduce significantly the amount of its cash available for debt service and for distribution.

The tax on prohibited transactions limits our ability to engage in transactions, including certain methods of securitizing mortgage loans, that would be treated as sales for U.S. federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, but including mortgage loans, held primarily for sale to customers in the ordinary course of business. We might be subject to this tax if we were to dispose of or securitize loans in a manner that was treated as a sale of the loans for U.S. federal income tax purposes. Therefore, in order to avoid the prohibited transactions tax, we may choose to engage in certain sales of loans through a TRS and not at the REIT level, and may limit the structures we utilize for our securitization transactions, even though the sales or structures might otherwise be beneficial to us. We may hold a substantial amount of assets in one or more TRSs that are subject to corporate income tax on its earnings, which may reduce the cash flow generated by us and our subsidiaries in the aggregate, and our ability to make distributions to our shareholders.

The taxable mortgage pool (“TMP”) rules may increase the taxes that we or our shareholders may incur, and may limit the manner in which we effect future securitizations.

Certain of our securitizations may likely be considered to result in the creation of TMPs for U.S. federal income tax purposes. A TMP is always classified as a corporation for U.S. federal income tax purposes. However, as long as a REIT owns 100% of a TMP, such classification generally does not result in the imposition of corporate income tax, because the TMP is a “qualified REIT subsidiary.” Prior to September 1, 2012, the requirement that a TMP be wholly-owned by a REIT to be a qualified REIT subsidiary means that we would be precluded from holding equity interests in such a TMP through our Operating Partnership if the TMP were a U.S. entity that would be subject to taxation as a domestic corporation, unless our Operating Partnership itself formed another subsidiary REIT to own the TMP. Effective August 31, 2012, the general partner of the Operating Partnership and the REIT jointly elected to revoke the general partner’s TRS election. As a result, the general partner is no longer an entity that is regarded for income tax purposes and all of the interests in the Operating Partnership are treated as being owned by the REIT. The Operating Partnership continues to be treated as a disregarded entity for income tax purposes and any assets that it owns are treated as if they are directly owned by the REIT.

In the case of such wholly-REIT owned TMPs, certain categories of our shareholders, such as foreign shareholders otherwise eligible for treaty benefits, shareholders with net operating losses, and tax exempt shareholders that are subject to unrelated business income tax, could be subject to increased taxes on a portion of their dividend income received from us that is attributable to the TMP or “excess inclusion income.” In addition, to the extent that our shares are owned in record name by tax exempt “disqualified organizations,” such as certain government-related entities that are not subject to tax on unrelated business income, we may incur a corporate level tax on our allocable portion of excess inclusion income from such a wholly-REIT owned TMP. In that case and to the extent feasible, we may reduce the amount of our distributions to any disqualified organization whose share ownership gave rise to the tax, or we may bear such tax as a general corporate expense. To the extent that our shares owned by disqualified organizations are held in record name by a broker/dealer or other nominee, the broker/dealer or other nominee would be liable for the corporate level tax on the portion of our excess inclusion income allocable to the shares held by the broker/dealer or other nominee on behalf of disqualified organizations. While we intend to attempt to minimize the portion of our distributions that is subject to these rules, the law is unclear concerning computation of excess inclusion income, and its amount could be significant.

In the case of any TMP that would be taxable as a domestic corporation if it were not wholly-REIT owned, we would be precluded from selling equity interests in these securitizations to outside investors, or selling any debt securities issued in connection with these securitizations that might be considered to be equity interests for tax purposes. This marketing limitation may prevent us from selling more junior or non-investment grade debt securities in such securitizations and maximizing our proceeds realized in those offerings.

 

40


Table of Contents

New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT.

The present U.S. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the U.S. federal income tax treatment of an investment in our common shares. The U.S. federal tax rules that affect REITs constantly are under review by persons involved in the legislative process, the IRS and the U.S. Treasury, which results in statutory changes as well as frequent revisions to Treasury Regulations and interpretations. Revisions in U.S. federal tax laws and interpretations thereof could cause us to change our investments and commitments, which could also affect the tax considerations of an investment in our common shares.

We also may enter into certain transactions where the REIT eligibility of the assets subject to such transactions is uncertain. In circumstances where the application of these rules and regulations affecting our investments is not clear, we may have to interpret them and their application to us. If the IRS were to take a position adverse to our interpretation, the consequences of such action could materially and adversely affect our business, financial condition, liquidity, results of operations, and our ability to make distributions to our shareholders.

An IRS administrative pronouncement with respect to investments by REITs in distressed debt secured by both real and personal property, if interpreted adversely to us, could cause us to pay penalty taxes or potentially to lose our REIT status.

Most of the mortgage loans that we acquire are acquired by us at a discount from their outstanding principal amount, because our pricing is generally based on the value of the underlying real estate that secures those mortgage loans.

Treasury Regulation Section 1.856-5(c) (the “interest apportionment regulation”) provides rules for determining what portion of the interest income from mortgage loans that are secured by both real and personal property is treated as “interest on obligations secured by mortgages on real property or on interests in real property.” Under the interest apportionment regulation, if a mortgage covers both real property and other property, a REIT is required to apportion its annual interest income to the real property security based on a fraction, the numerator of which is the value of the real property securing the loan, determined when the REIT commits to acquire the loan, and the denominator of which is the highest “principal amount” of the loan during the year. The IRS has recently issued a revenue procedure, Revenue Procedure 2011-16, that contains an example regarding the application of the interest apportionment regulation. The example interprets the “principal amount” of the loan to be the face amount of the loan, despite the Internal Revenue Code requiring taxpayers to treat any market discount, that is the difference between the purchase price of the loan and its face amount, for all purposes (other than certain withholding and information reporting purposes) as interest rather than principal.

The interest apportionment regulation applies only if the debt in question is secured both by real property and personal property. We believe that all of the mortgage loans that we acquire are secured only by real property and no other property value is taken into account in our underwriting and pricing. Accordingly, we believe that the interest apportionment regulation does not apply to our portfolio.

Nevertheless, if the IRS were to assert successfully that our mortgage loans were secured by property other than real estate, that the interest apportionment regulation applied for purposes of our REIT testing, and that the position taken in Revenue Procedure 2011-16 should be applied to our portfolio, then depending upon the value of the real property securing our loans and their face amount, and the sources of our gross income generally, we might not be able to meet the 75% REIT gross income test, and possibly the asset tests applicable to REITs. If we did not meet this test, we could potentially either lose our REIT status or be required to pay a tax penalty to the IRS.

With respect to the 75% REIT asset test, Revenue Procedure 2011-16 provides a safe harbor under which the IRS will not challenge a REIT’s treatment of a loan as being a real estate asset in an amount equal to the lesser of (1) the fair market value of the real property securing the loan determined as of the date the REIT committed to acquire the loan or (2) the fair market value of the loan on the date of the relevant quarterly REIT asset testing date. This safe harbor, if it applied to us, would help us comply with the REIT asset tests following the acquisition of distressed debt if the value of the real property securing the loan were to subsequently decline. However, if the value of the real property securing the loan were to increase, the safe harbor rule of Revenue Procedure 2011-16, read literally, could have the peculiar effect of causing the corresponding increase in the value of the loan to not be treated as a real estate asset. We do not believe, however, that this was the intended result in situations in which the value of a loan has increased because the value of the real property securing the loan has increased, or that this safe harbor rule applies to debt that is secured solely by real property. Nevertheless, if the IRS took the position that the safe harbor rule applied in these scenarios, then we might not be able to meet the various quarterly REIT asset tests if the value of the real estate securing our loans increased, and thus the value of our loans increased by a corresponding amount. If we did not meet one or more of these tests, then we could potentially either lose our REIT status or be required to pay a tax penalty to the IRS.

Item  1B. Unresolved Staff Comments

None.

 

41


Table of Contents
Item 2. Properties

We do not own or lease any property. Our operations are carried out on our behalf at the principal executive offices of PennyMac, at 6101 Condor Drive, Moorpark, California, 93021.

 

Item 3. Legal Proceedings

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2014, we were not involved in any material legal proceedings.

 

Item 4. Mine Safety Disclosures

Not applicable.

PART II

 

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are listed on the New York Stock Exchange (Symbol: PMT). As of February 23, 2014, our common shares were held by 34,499 beneficial holders. The following table sets forth the high and low sales prices (as reported by the New York Stock Exchange) for our common shares and the amount of cash dividends declared during the last two years:

For the year ended December 31, 2014

 

     Stock      Cash
dividends
declared
 

Period Ended

   High      Low     

March 31, 2014

   $ 24.44       $ 22.86       $ 0.59   

June 30, 2014

   $ 24.15       $ 20.78       $ 0.59   

September 30, 2014

   $ 22.35       $ 21.10       $ 0.61   

December 31, 2014

   $ 22.32       $ 20.40       $ 0.61   

For the year ended December 31, 2013

 

     Stock      Cash
dividends
declared
 

Period Ended

   High      Low     

March 31, 2013

   $ 28.95       $ 23.60       $ 0.57   

June 30, 2013

   $ 26.22       $ 18.95       $ 0.57   

September 30, 2013

   $ 23.54       $ 20.36       $ 0.57   

December 31, 2013

   $ 23.95       $ 21.30       $ 1.16 (1) 

 

(1) The increase in dividends declared was driven by the shift in dividend timing, resulting in two dividends declared during the quarter ($0.57 and $0.59).

We intend to pay quarterly dividends and to distribute to our shareholders at least 90% of our taxable income in each year (subject to certain adjustments). This is one requirement to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code. We have not established a minimum dividend payment level and our ability to pay dividends may be adversely affected for the reasons described in Item 1A of this Report in the section entitled Risk Factors. All distributions are made at the discretion of our board of trustees and depend on our earnings, our financial condition, maintenance of our REIT status and such other factors as our board of trustees may deem relevant from time to time.

 

42


Table of Contents

Equity Compensation Plan Information

We have adopted an equity incentive plan which provides for the issuance of equity based awards, including share options, restricted shares, restricted share units, unrestricted common share awards, LTIP units (a special class of partnership interests in our Operating Partnership) and other awards based on our shares that may be awarded by us directly to our officers and trustees, and the members, officers, trustees, directors and employees of PennyMac and its subsidiaries. The equity incentive plan is administered by our compensation committee, pursuant to authority delegated by our board of trustees, which has the authority to make awards to the eligible participants referenced above, and to determine what form the awards will take, and the terms and conditions of the awards. Our equity incentive plan allows for grants of equity-based awards up to an aggregate of 8% of our issued and outstanding common shares on a diluted basis at the time of the award. However, the total number of shares available for issuance under the plan cannot exceed 40 million.

The following table provides information as of December 31, 2014 concerning our common shares authorized for issuance under our equity incentive plan:

 

     (a)      (b)      (c)  
                   Number of securities  
                   remaining available for  
                   future issuance under  
     Number of securities to      Weighted-average      equity compensation  
     be issued upon exercise      exercise price of      plans (excluding  
     of outstanding options,      outstanding options,      securities reflected  

Plan category

   warrants and rights      warrants and rights      in column(a))  

Equity compensation plans approved by security holders(1)

     725,412       $ —           5,293,433   

Equity compensation plans not approved by security holders(2)

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Total

  725,412      —        5,293,433   
  

 

 

    

 

 

    

 

 

 

 

(1) Represents our 2009 equity incentive plan.
(2) We do not have any equity plans that have not been approved by our shareholders.

 

43


Table of Contents
Item 6. Selected Financial Data

The following financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data.” The table below presents, as of and for the dates indicated, selected historical financial information for us (in thousands, except for earnings per share amounts). Note that the condensed consolidated statements of income data for the years ended December 31, 2014, 2013 and 2012 and the condensed consolidated balance sheets data at December 31, 2014 and 2013 have been derived from our audited financial statements included elsewhere in this Report. The condensed consolidated statements of income data and other data for the years ended December 31, 2011 and 2010 and the condensed consolidated balance sheets data at December 31, 2012, 2011 and 2010 have been derived from the Company’s audited consolidated financial statements that are not included in this Report.

 

     Year ended December 31,  
     2014     2013      2012      2011      2010  
     (in thousands, except per share data)  

Condensed Consolidated Statements of Income:

             

Net investment income:

             

Net gain on mortgage loans acquired for sale

   $ 35,647      $ 98,669       $ 147,675       $ 7,633       $ 18   

Net interest income

     86,759        57,640         40,799         19,202         13,748   

Net gain on investments

     201,809        207,758         103,649         82,643         27,428   

Other

     32,526        41,451         11,403         2,190         2,034   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 
     356,741        405,518         303,526         111,668         43,228   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Expenses:

             

Expenses earned by PennyMac Financial Services, Inc.

     136,276        151,535         93,950         21,691         7,867   

Other

     41,001        39,348         22,754         17,482         8,335   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 
     177,277        190,883         116,704         39,173         16,202   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income before provision for income taxes

     179,464        214,635         186,822         72,495         27,026   

(Benefit from) provision for income taxes

     (15,080     14,445         48,573         8,056         2,543   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 194,544      $ 200,190       $ 138,249       $ 64,439       $ 24,483   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Condensed Consolidated Balance Sheets:

             

Investments:

             

Short-term investments

   $ 139,900      $ 92,398       $ 39,017       $ 30,319       $ —     

United States Treasury security

     —          —           —           50,000         —     

Mortgage-backed securities at fair value

     307,363        197,401         —           72,813         119,872   

Mortgage loans acquired for sale at fair value

     637,722        458,137         975,184         232,016         3,966   

Mortgage loans at fair value (1)

     2,726,952        2,818,445         1,189,971         825,576         364,250   

Excess servicing spread purchased from PFSI

     191,166        138,723         —           —        

Real estate acquired in settlement of loans (2)

     303,228        148,080         88,078         103,549         29,685   

Mortgage servicing rights

     357,780        290,572         126,776         6,031         —     
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 
     4,664,111        4,143,756         2,419,026         1,320,304         517,773   

Other assets

     240,185        167,161         140,637         65,758         71,322   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

   $ 4,904,296      $ 4,310,917       $ 2,559,663       $ 1,386,062       $ 589,095   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings:

             

Assets sold under agreements to repurchase and mortgage loan participation and sale agreement

   $ 2,750,366      $ 2,039,605       $ 1,256,102       $ 631,313       $ 248,624   

Note payable secured by mortgage loans at fair value

     —          —           —           28,617         —     

Borrowings under forward purchase agreements

     —          226,580         —           152,427         —     

Asset-backed secured financing at fair value

     165,920        165,415         —           —           —     

Exchangeable senior notes

     250,000        250,000         —           —           —     
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 
     3,166,286        2,681,600         1,256,102         812,357         248,624   

Other liabilities

     159,838        162,203         102,225         27,688         20,558   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

     3,326,124        2,843,803         1,358,327         840,045         269,182   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Shareholders’ equity

     1,578,172        1,467,114         1,201,336         546,017         319,913   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities and shareholders’ equity

   $ 4,904,296      $ 4,310,917       $ 2,559,663       $ 1,386,062       $ 589,095   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Per Share Data:

             

Earnings:

             

Basic

   $ 2.62      $ 3.13       $ 3.14       $ 2.41       $ 1.46   

Diluted

   $ 2.47      $ 2.96       $ 3.14       $ 2.41       $ 1.44   

Cash dividends:

             

Declared

   $ 2.40      $ 2.87       $ 2.22       $ 1.42       $ 1.19   

Paid

   $ 2.38      $ 2.28       $ 2.22       $ 1.84       $ 0.77   

Year-end:

             

Share price

   $ 21.09      $ 23.42       $ 25.29       $ 16.62       $ 18.15   

Book value

   $ 21.18      $ 20.82       $ 20.39       $ 19.22       $ 19.01   

 

(1) Includes mortgage loans at fair value, mortgage loans under forward purchase agreements at fair value and mortgage loans at fair value held by variable interest entity.
(2) Includes real estate acquired in settlement of loans and real estate acquired in settlement of loans under forward purchase agreements.

 

44


Table of Contents
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a specialty finance company that invests primarily in residential mortgage loans and mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation. We have achieved this objective largely by investing in distressed mortgage assets and acquiring, pooling and selling newly originated prime credit quality residential mortgage loans (“correspondent production”) and retaining the MSRs.

We are externally managed by PCM, an investment adviser that specializes in and focuses on, residential mortgage loans. Most of our mortgage loan portfolio is serviced by PLS.

We invest in distressed mortgage loans through direct acquisitions of mortgage loan portfolios from institutions such as banks and mortgage companies. A substantial portion of the nonperforming loans we have purchased has been acquired from or through one or more subsidiaries of Citigroup Inc.

We seek to maximize the value of the distressed mortgage loans that we acquire using means that are appropriate for the particular loan, including both proprietary and nonproprietary loan modification programs, special servicing and other initiatives focused on avoiding foreclosure, when possible. When we are unable to effect a cure for a mortgage delinquency, our objective is to effect timely acquisition and/or liquidation of the property securing the loan through the use, in part, of short sales and deed-in-lieu of foreclosure programs. During the years ended December 31, 2014, 2013 and 2012, we acquired distressed mortgage loans with fair values totaling $577.4 million, $1.3 billion and $542.8 million, respectively, and we received proceeds from liquidation, payoffs and sales from our portfolio of distressed mortgage loans and REO totaling $788.0 million, $392.0 million and $320.6 million, respectively.

During the years ended December 31, 2014, 2013 and 2012, we purchased newly originated prime credit quality loans with fair values totaling $28.4 billion, $32.0 billion and $22.4 billion, respectively, in furtherance of our correspondent production business. To the extent that we purchase mortgage loans that are insured by the U.S. Department of Housing and Urban Development (“HUD”) through the FHA or insured or guaranteed by the VA, or USDA, we and PLS have agreed that PLS will fulfill and purchase such mortgage loans, as PLS is a Ginnie Mae-approved issuer and servicer and we are not. This arrangement has enabled us to compete with other correspondent lenders that purchase both government and conventional mortgage loans. We receive a sourcing fee from PLS of three basis points on the unpaid principal balance of each mortgage loan that we sell to PLS under such arrangement, and earn interest income on the loan for the time period we hold the mortgage loan prior to the sale to PLS. We received sourcing fees totaling $4.7 million relating to $16.4 billion of mortgage loans at fair value that we sold to PLS for the year ended December 31, 2014, compared to $4.6 million relating to $16.1 billion of loans at fair value that we sold to PLS for the year ended December 31, 2013, and $2.5 million relating to $8.9 billion of mortgage loans at fair value that we sold to PLS for the year ended December 31, 2012.

We supplement these activities through participation in other mortgage-related activities, which are in various stages of analysis, planning or implementation, including:

 

    Acquisition of ESS from MSRs acquired by PLS. We believe that ESS is an attractive long-term investment that allows us to leverage the mortgage loan servicing and origination capabilities of PLS. In addition, ESS can act as a hedge for us against the interest-rate sensitivity of other assets, such as MBS or the inventory of our correspondent production business. During the year ended December 31, 2014, we purchased ESS with fair values totaling $99.7 million and received $7.8 million pursuant to a recapture agreement with PFSI.

We also intend to continue to retain the MSRs that we receive as a portion of the proceeds from our sale or securitization of mortgage loans through our correspondent production operation. During the year ended December 31, 2014, we received MSRs with fair values at initial recognition totaling $121.3 million, compared to $183.0 million during the year ended December 31, 2013.

 

    To the extent that we transfer correspondent production loans into private label securitizations, retention of a portion of the securities created in the securitization transaction.

 

    Acquisition of REIT-eligible mortgage-backed or mortgage-related securities. We purchased MBS and Agency debt securities with fair values totaling $186.0 million, $211.6 million, and $112.2 million during the years ended December 31, 2014, 2013, and 2012, respectively.

 

    Acquisition of small balance (typically under $10 million) commercial mortgage loans.

 

    Providing inventory financing of mortgage loans for mortgage lenders. We believe this activity may result in attractive investment assets and will supplement and make our correspondent production business more attractive to lenders from which we acquire newly originated loans.

 

45


Table of Contents

We conduct substantially all of our operations, and make substantially all of our investments, through our Operating Partnership and its subsidiaries. We are the sole limited partner and one of our subsidiaries is the sole general partner of our Operating Partnership.

We believe that we qualify to be taxed as a REIT. We believe that we will not be subject to federal income tax on that portion of our income that is distributed to shareholders as long as we meet certain asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, our profits will be subject to income taxes and we may be precluded from qualifying as a REIT for the four tax years following the year we lose our REIT qualification. A portion of our activities, including our correspondent production business, is conducted in our TRS, which is subject to corporate federal and state income taxes. Accordingly, we have made a provision for income taxes with respect to the operations of our TRS. We expect that the effective rate for the provision for income taxes may be volatile in future periods. Our goal is to manage the business to take full advantage of the tax benefits afforded to us as a REIT.

Observations on Current Market Opportunities

Our business is affected by macroeconomic conditions in the United States, including economic growth, unemployment rates, the residential housing market and interest rate levels and expectations. The U.S. economy continues its pattern of steady growth as reflected in recent economic data. During 2014, real U.S. gross domestic product expanded at an annual rate of 2.4% compared to a revised 2.2% annual rate for 2013. The national unemployment rate was 5.6% at December 31, 2014 and compares to a revised seasonally adjusted rate of 6.7% at December 31, 2013 and 7.9% at December 31, 2012. Delinquency rates on residential real estate loans remain elevated compared to historical rates, but have been steadily declining. As reported by the Federal Reserve Bank, during the third quarter of 2014, the delinquency rate on residential real estate loans held by commercial banks was 6.63%, a reduction from 8.26% during the fourth quarter of 2013.

Improvements in the residential real estate market appear to be slowing. The seasonally adjusted annual rate of existing home sales for December 2014 was 3.1% lower than for December 2013 and the national median existing home price for all housing types was $208,500, a 5.8% increase from December 2013. On a national level, foreclosure filings during 2014 decreased by 18% as compared to 2013. Foreclosure activity across the country declined throughout 2014; however, it is expected to remain above historical average levels through 2015 and beyond.

Changes in fixed-rate residential mortgage loan interest rates generally follow changes in long-term U.S. Treasury yields. Thirty-year fixed mortgage interest rates ranged from a low of 3.86% to a high of 4.43% during 2014 while during 2013, thirty-year fixed mortgage interest rates ranged from a low of 3.41% to a high of 4.49% (Source: the Federal Home Loan Mortgage Corporation’s Weekly Primary Mortgage Market Survey).

Mortgage lenders originated an estimated $1.2 trillion of home loans during 2014, down 34 percent from 2013. Mortgage originations are forecast to remain relatively flat, with current industry estimates for 2015 totaling $1.2 trillion (Source: Average of Fannie Mae, Freddie Mac and Mortgage Bankers Association forecasts). We expect efforts to expand GSE product offerings (including 97% LTV loans) and a recent reduction in FHA mortgage insurance premiums to make mortgage credit more affordable for certain segments of borrowers.

In recent periods, we have seen increased competition from new and existing market participants in our correspondent production business. We believe changes in supply and demand within the marketplace have driven production margins down toward their long-term averages in recent periods, which is reflected in our results of operations in our Gain on mortgage loans acquired for sale.

We believe there is significant long-term market opportunity in non-agency jumbo mortgage loans, however current investor demand from institutional investors and large banks is limited, as evidenced by weak and inconsistent pricing for securitizations issued during 2014. The pace of prime jumbo MBS issuances slowed during 2014, with securitizations totaling $8.3 billion in UPB as compared with $12.9 billion in 2013. During the year ended December 31, 2014, we produced approximately $377.9 million in UPB of jumbo loans compared to $203.6 million in UPB of jumbo loans produced and $392.0 million in UPB of jumbo loans acquired, on a bulk basis, during the year ended December 31, 2013.

Our Manager continues to see a robust market for distressed residential mortgage loans (sales of loan pools that consist of either nonperforming mortgage loans, troubled but performing mortgage loans or a combination thereof) offered for sale. During 2014, the pool of sellers expanded to include programmatic sellers, such as HUD and Freddie Mac. During 2014, our Manager reviewed 128 mortgage loan pools with UPB totaling approximately $34.0 billion. This compares to our Manager’s review of 118 mortgage loan pools with UPB totaling approximately $35.0 billion during 2013. We acquired distressed mortgage loans with fair values totaling $559.0 million, $1.3 billion and $543.0 million during the years ended December 31, 2014, 2013 and 2012, respectively. While we expect to see a continued supply of distressed mortgage loans, we believe the pricing for transactions in recent periods has generally been less attractive for buyers. We remain patient and selective in making new investments in distressed mortgage loans and we continue to monitor the market to assess best execution opportunities for our existing distressed portfolio investments.

 

46


Table of Contents

Critical Accounting Policies

Preparation of financial statements in compliance with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Certain of these estimates significantly influence the portrayal of our financial condition and results, and they require our Manager to make difficult, subjective or complex judgments. Our critical accounting policies primarily relate to our fair value estimates.

We group financial statement items measured at or based on fair value in three levels based on the markets in which the assets are traded and the observability of the inputs used to determine fair value. These levels are:

 

     At December 31, 2014  

Level/Description

   Carrying value of
assets measured(1)
     %
total assets
 
     (in thousands)         

Level 1: Prices determined using quoted prices in active markets for

identical assets or liabilities.

   $ 143,412         3

Level 2: Prices determined using other significant observable inputs.

Observable inputs are inputs that other market participants would use in

pricing an asset or liability and are developed based on market data

obtained from sources independent of us. These may include quoted prices

for similar assets or liabilities, interest rates, prepayment speeds, credit risk

and others.

     1,476,655         30

Level 3: Prices determined using significant unobservable inputs

where quoted prices or observable inputs are unavailable (for

example, when there is little or no market activity for an investment at the

end of the period). Unobservable inputs reflect our Manager’s assumptions

about the factors that market participants use in pricing an asset or liability,

and are based on the best information available in the circumstances.

     3,057,435         62
  

 

 

    

 

 

 

Total assets measured at or based on fair value

$ 4,677,502      95
  

 

 

    

 

 

 

Total assets

$ 4,904,296   
  

 

 

    

 

(1) Includes assets measured on both a recurring and nonrecurring basis based on the accounting principles applicable to the specific asset and whether management has elected to carry the item at its fair value.

As shown above, our consolidated balance sheet is substantially comprised of assets that are measured at or based on their fair values. At December 31, 2014, $4.1 billion or 83% of our total assets were carried at fair value and $603.7 million or 12% were carried based on their fair values (primarily REO and certain of our MSRs – both of which are carried at the lower of cost or fair value). Of these assets carried at or based on fair value, $3.1 billion or 62% of total assets are measured using “Level 3” inputs – significant inputs that are difficult to observe due to illiquidity of the markets in which the assets are traded. Changes in inputs to measurement of these financial statement items can have a significant effect on the amounts reported for these items including their reported balances and their effects on our net income.

As a result of the difficulty in observing certain significant valuation inputs affecting “Level 3” financial statement items, our Manager is required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in valuing these financial statement items and their fair values. Likewise, due to the general illiquidity of some of these financial statement items, subsequent transactions may be at values significantly different from those reported.

 

47


Table of Contents

Because the fair value of “Level 3” financial instruments is difficult to estimate, our Manager’s valuation process includes performance of these items’ valuation by a specialized staff and significant executive management oversight. Our Manager has assigned the responsibility for estimating the fair values of “Level 3” financial statement items to its Financial Analysis and Valuation group (the “FAV group”), which is responsible for valuing and monitoring our investment portfolios and maintenance of our valuation policies and procedures. Our Manager’s FAV group submits the results of its valuations to our Manager’s valuation committee, which oversees and approves the fair values before such fair values are included in our periodic financial statements. PCM’s valuation committee includes the chief executive, financial, operating, credit, and asset/liability management officers of PFSI.

Following is a discussion relating to our Manager’s approach to measuring the balance sheet items that are most affected by “Level 3” fair value estimates.

Interest Rate Lock Commitments

Our net gain on mortgage loans acquired for sale includes our estimates of gains or losses we expect to realize upon the sale of mortgage loans we have committed to purchase but have not yet purchased or sold. We recognize a substantial portion of our net gain on mortgage loans acquired for sale at fair value before we purchase the mortgage loan. In the course of our correspondent production activities, we make contractual commitments to correspondent lenders to purchase mortgage loans at specified terms. We call these commitments interest rate lock commitments, or IRLCs. We recognize the fair value of IRLCs at the time we make the commitment to the correspondent lender and adjust the fair value of such IRLCs as the mortgage loan approaches the point of purchase or the transaction is canceled.

We carry IRLCs as either derivative assets or derivative liabilities on our consolidated balance sheet. The fair value of IRLCs is transferred to the fair value of mortgage loans acquired for sale at fair value when the mortgage loan is funded.

An active, observable market for IRLCs does not exist. Therefore, we measure the fair value of IRLCs using methods and assumptions we believe that market participants use in pricing IRLCs. We estimate the fair value of an IRLC based on quoted Agency MBS prices, our estimates of the fair value of the MSRs we expect to receive in the sale of the mortgage loans and the probability that the mortgage loan will be purchased as a percentage of the commitment we have made (the “pull-through rate”).

Pull-through rates and MSR fair values are based on our estimates as these inputs are difficult to observe in the mortgage marketplace. Changes in our estimate of the probability that a mortgage loan will fund and changes in interest rates are updated as the IRLCs move through the purchase process and may result in significant changes in the estimates of the fair value of the IRLCs. Such changes are reflected in the change in fair value of IRLCs which is a component of our Gain on mortgage loans acquired for sale in the period of the change. The financial effects of changes in the pull-through rates and MSR fair values are generally inversely correlated. Increasing interest rates have a positive effect on the fair value of the MSR component of IRLC value but increase the pull-through rate for loans that decrease in fair value.

A shift in our Manager’s assessment of an input to the valuation of IRLCs can have a significant effect on the amount of gain on sale of mortgage loans acquired for sale for the period. Our Manager believes that the fair value of IRLCs is most sensitive to changes in pull-through rate inputs. Following is a quantitative summary of the effect of changes in pull-through inputs on the fair value of IRLCs:

 

     Pull-through rate

Shift in input

   Sensitivity
     (in thousands)
 5%    $329
10%    $659
20%    $926
 (5%)    $(329)
(10%)    $(659)
(20%)    $(1,317)

Mortgage Loans

We carry mortgage loans at their fair values. We recognize changes in the fair value of mortgage loans in current period income as a component of Net investment income. Our Manager estimates fair value of mortgage loans based on whether the mortgage loans are saleable into active markets with transparent pricing.

 

    Our Manager categorizes mortgage loans that are saleable into active markets as “Level 2” fair value financial statement items. Our Manager estimates such loans’ fair values using their quoted market price or market price equivalent.

 

48


Table of Contents
    Our Manager categorizes mortgage loans that are not saleable into active markets as “Level 3” fair value financial statement items. Such loans include substantially all of our investments in distressed mortgage loans and certain of the mortgage loans acquired for sale which we subsequently repurchased pursuant to representations and warranties or that later became non salable to the Agencies.

Our Manager estimates the fair value of our “Level 3” mortgage loans using a discounted cash flow valuation model. Inputs to the model include current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices, prepayment speeds, defaults and loss severities.

A shift in the market for “Level 3” mortgage loans or a change in our Manager’s assessment of an input to the valuation of “Level 3” mortgage loans can have a significant effect on the fair value of our mortgage loans at fair value and in our income for the period. Our Manager believes that the fair value of distressed mortgage loans is most sensitive to changes in property value projections. Following is a summary of the effect on fair value of changes to the property value inputs used by our Manager to make its fair value estimates:

 

Effect on fair value of a
change in property value

Shift in
input

   Property
values
     (in thousands)
 5%    $62,955
10%    $119,908
15%    $170,878
 (5%)    ($68,948)
(10%)    ($143,948)
(15%)    ($224,873)

Excess Servicing Spread

We acquire from PFSI the right to receive the ESS cash flows over the life of the underlying mortgage loans. We carry our investment in ESS at fair value. We record changes in the fair value of ESS in Net gain on investments.

Because ESS is a claim to a portion of the cash flows from MSRs, its valuation process is similar to that of MSRs. Our Manager uses the same discounted cash flow approach to measuring the ESS as it uses to value the related MSRs held by PFSI except that certain inputs relating to the cost to service the mortgage loans underlying the MSRs and certain ancillary income are not included as these cash flows do not accrue to the holder of the ESS.

A shift in the market for ESS or a change in our Manager’s assessment of an input to the valuation of ESS can have a significant effect on the fair value of ESS and in our income for the period. We believe that the most significant “Level 3” inputs to the valuation of ESS are the pricing spread (discount rate) and prepayment speed.

 

49


Table of Contents

Following is a summary of the effect on fair value of various changes to these inputs on our fair value estimates:

 

     Effect on excess
servicing spread
of a change in input value

Shift in
input

   Pricing
spread
       Prepayment
speed
     (in thousands)
 5%    ($2,189)        ($4,385)
10%    ($4,329)        ($8,597)
20%    ($8,464)        ($16,535)
 (5%)    $2,241        $4,570
(10%)    $4,536        $9,337
(20%)    $9,295        $19,509

Real Estate Acquired in Settlement of Loans

We measure REO based on its fair value on a nonrecurring basis and carry REO at the lower of cost or fair value. We determine the fair value of REO by using a current estimate of value from a broker’s price opinion, a full appraisal or the price given in a current contract of sale of the property. We record changes in fair value and gains and losses on sale of REO in the consolidated statement of income under the caption Results of real estate acquired in settlement of loans.

Our Manager’s staff appraisers review REO values when we receive multiple indications of fair value and there is a significant difference among the fair values received. Our Manager’s staff appraisers will attempt to resolve the difference between the indications of fair value. In circumstances where our Manager’s staff appraisers are not able to generate adequate data to support a fair value conclusion, the staff appraisers will order an additional appraisal to establish the property’s fair value.

Amortization, Impairment and Change in Fair value of MSRs

MSRs represent the value of a contract that obligates us to service the mortgage loans on behalf of the owner of the loan in exchange for servicing fees and the right to collect certain ancillary income from the borrower. We recognize MSRs initially at our estimate of the fair value of the contract to service the loans.

As economic fundamentals influencing the underlying mortgage loans change, our estimate of the fair value of the MSR we retain will also change. As a result, we will record changes in fair value as a component of Net servicing fees for the MSRs we carry at fair value, and we may recognize changes in fair value relating to our MSRs carried at the lower of amortized cost or fair value depending on the relationship of the asset’s fair value to its carrying value at the measurement date (carrying value is the amortized cost reduced by any related valuation allowance). See “Note 8—Fair Value” in the Notes to Consolidated Financial Statements for key inputs used in determining the fair value of MSRs at the time of the initial recognition and at the period end for the periods covered by our financial statements.

After the initial recognition of MSRs, we account for such assets based on the class of MSRs: originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5%; and originated MSRs backed by mortgage loans with initial interest rates of more than 4.5%. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.

MSRs Accounted for Using the Amortization Method

We amortize MSRs accounted for using the amortization method. MSR amortization is determined by applying the ratio of the net MSR cash flows projected for the current period to the estimated total remaining net MSR cash flows. The estimated total net MSR cash flows are determined at the beginning of each month using prepayment inputs applicable at that time.

We also evaluate MSRs accounted for using the amortization method for impairment with reference to the assets’ fair value at the measurement date. Impairment occurs when the current fair value of the MSR falls below the asset’s carrying value. If MSRs are impaired, the impairment is recognized in current period income and the carrying value of the MSRs is adjusted through a valuation allowance. If the fair value of impaired MSRs subsequently increases, we recognize the increase in fair value in current period income and, through a reduction in the valuation allowance, adjust the carrying value of the MSRs to a level not in excess of amortized cost.

 

50


Table of Contents

When evaluating MSRs for impairment, we stratify the assets by predominant risk characteristic including loan type (fixed-rate or adjustable-rate) and note interest rate. We stratify fixed-rate loans into note interest rate pools of 50 basis points for note interest rates between 3.0% and 4.5% and a single pool for note interest rates below 3%. We evaluate adjustable-rate mortgage loans with initial interest rates of 4.5% or less in a single pool.

We periodically review the various impairment strata to determine whether the fair value of the impaired MSRs in a given stratum is likely to recover. When we conclude that recovery of the fair value is unlikely in the foreseeable future, a write-down of the cost of the MSRs for that stratum to its estimated recoverable value is charged to the valuation allowance.

Amortization and impairment of MSRs accounted for using the amortization method are included in current period income as a component of Net servicing fees.

MSRs Accounted for at Fair Value

We include changes in fair value of MSRs accounted for at fair value in current period income as a component of Net servicing fees.

A shift in the market for MSRs or a change in our Manager’s assessment of an input to the valuation of MSRs can have a significant effect on the fair value of MSRs and in our income for the period. We believe the most significant “Level 3” inputs to the valuation of MSRs are the pricing spread (discount rate), prepayment speed and annual per-loan cost of servicing.

Following is a summary of the effect on fair value of various changes to these key inputs that our Manager uses in making its fair value estimates:

 

     Effect on fair value of MSRs of a change in input value  

Shift in

input

   Pricing
spread
     Prepayment
speed
     Servicing
cost
 
     (in thousands)  
5%    ($ 6,738    ($ 7,596    ($ 2,141
10%    ($ 13,255    ($ 14,941    ($ 4,282
20%    ($ 25,663    ($ 28,926    ($ 8,564
(5%)    $ 6,971       $ 7,858       $ 2,141   
(10%)    $ 14,185       $ 15,990       $ 4,282   
(20%)    $ 29,394       $ 33,133       $ 8,564   

The preceding analyses hold constant all of the inputs, other than the input that is being changed, to show an estimate of the effect on fair value of a change in a specific input. We expect that in a market shock event, multiple inputs would be affected and the effects of these changes may compound or counteract each other. Furthermore, certain of our MSRs are accounted for using the amortization method and are carried at the lower of amortized cost or fair value. Such assets’ carrying value may not be immediately affected as a result of a change in input values depending on the carrying value of the MSR asset before the change in input occurs and whether the input change causes our estimate of fair value to decrease below the carrying value of the MSRs. Therefore the preceding analyses are not projections of the effects of a shock event or a change in our Manager’s estimate of an input and should not be relied upon as earnings projections.

Recourse Liability

We record a provision for losses relating to our representations and warranties as part of our loan sale transactions. The method we use to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, estimated future default and mortgage loan repurchase rates, the potential severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. We establish a liability at the time loans are sold and periodically update our liability estimate.

 

51


Table of Contents

The level of the liability for representations and warranties is difficult to estimate and requires considerable management judgment. The level of mortgage loan repurchase losses is dependent on economic factors, investor demand strategies, and other external conditions that may change over the lives of the underlying loans. Our estimate of the liability for representations and warranties is developed by our Manager’s credit administration staff. The liability estimate is reviewed and approved by our Manager’s senior management credit committee which includes its chief operating, credit & enterprise risk, mortgage operations, correspondent production and shared services officers.

As economic fundamentals change, as investor and Agency evaluations of their loss mitigation strategies (including claims under representations and warranties) change and as the mortgage market and general economic conditions affect our correspondent lenders, the level of repurchase activity and ensuing losses will change and such changes may be material to us. As a result of these changes, we may be required to adjust the estimate of our liability for representations and warranties. Such adjustments may be material to our financial condition and net income.

Critical Accounting Policies Not Tied to Fair Value

Securitizations

We enter into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”), which are trusts that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, we transfer mortgage loans on our balance sheet to an SPE, which then issues to investors various forms of interests in those assets. In a securitization transaction, we typically receive cash and/or interests in an SPE in exchange for the assets we transfer.

SPEs are generally considered VIEs. A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the ability to control the entity’s activities. Variable interests are investments or other interests that will absorb portions of a VIE’s expected losses or receive portions of the VIE’s expected residual returns. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE and a variable interest that could potentially be significant to the VIE.

When an SPE is a VIE, holders of variable interests in that entity must evaluate whether they are the VIE’s primary beneficiary. The primary beneficiary of a VIE must consolidate the assets and liabilities of the VIE onto its consolidated balance sheet. Therefore, the evaluation of a securitization as a VIE and our status as the VIE’s primary beneficiary can have a significant effect on our balance sheet.

We evaluate the securitization trust into which mortgage loans are sold to determine whether the entity is a VIE. To determine whether a variable interest we hold could potentially be significant to the VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE. We assess whether we are the primary beneficiary of a VIE on an ongoing basis.

For financial reporting purposes, the underlying loans and securities owned by the consolidated VIE are shown under Mortgage loans at fair value held by variable interest entity on our consolidated balance sheets. The securities issued to third parties by the consolidated VIE are classified as secured borrowings and shown as Asset-backed secured financing on our consolidated balance sheets. We include the interest earned on the loans held by the VIE in Interest income and interest attributable to the asset-backed securities issued by the VIE in Interest expense in our consolidated income statements.

Forward Purchase Agreements

We enter into transactions where we agree to purchase identified pools of mortgage loans and REO at a later date while assuming all of the responsibilities for servicing the mortgage loans and the risks and rewards relating to holding such mortgage loans as of a cutoff date that is before the mortgage loans and REO are purchased. Such transactions are referred to as forward purchase agreements. Under forward purchase agreements, the assets are held by the seller of the assets within a separate trust entity deemed a VIE.

Our interests in the assets subject to the forward purchase agreement are deemed to be contractually segregated from all other interests in the trust. When assets are contractually segregated, they are often referred to as a “silo.” For these transactions, the silo consists of the assets subject to the forward purchase agreement and our obligation to purchase the mortgage loans and REO. We direct all of the activities that drive the economic results of the assets subject to the forward purchase agreement. All of the changes in the fair value and cash flows of the assets subject to the forward purchase agreement are attributable solely to us, and such cash flows can only be used to settle the obligation to purchase the assets until the obligation has been settled.

 

52


Table of Contents

The assets subject to forward purchase agreements are included on our consolidated balance sheets as Mortgage loans under forward purchase agreements at fair value and Real estate acquired in settlement of loans under forward purchase agreements and the related liabilities are included as Borrowings under forward purchase agreements.

Income Taxes

We have elected to be taxed as a REIT and we believe that we comply with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, we believe that we will not be subject to federal income tax on that portion of our REIT taxable income that is distributed to shareholders as long as certain asset, income and share ownership tests are met. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, we will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of our REIT qualification.

Our TRS is subject to federal and state income taxes. Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled.

The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs. A valuation allowance is established if, in our judgment, realization of deferred tax assets is not more likely than not.

We recognize tax benefits relating to tax positions we take only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. A tax position that meets this standard is recognized as the largest amount that exceeds 50 percent likelihood of being realized upon settlement. We will classify any penalties and interest as a component of income tax expense.

 

53


Table of Contents

Results of Operations

The following is a summary of our key performance measures for the periods presented:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands except per share amounts)  

Net investment income

   $ 356,741       $ 405,518       $ 303,526   

Income before provision for income taxes by segment:

        

Correspondent production

   $ 8,831       $ 43,890       $ 100,499   

Investment activities

     170,633         174,029         86,323   

Other (1)

     —           (3,284      —     
  

 

 

    

 

 

    

 

 

 
$ 179,464    $ 214,635    $ 186,822   

Net income

$ 194,544    $ 200,190    $ 138,249   

Earnings per share:

Basic

$ 2.62    $ 3.13    $ 3.14   

Diluted

$ 2.47    $ 2.96    $ 3.14   

Dividends per share:

Declared

$ 2.40    $ 2.87    $ 2.22   

Paid

$ 2.38    $ 2.28    $ 2.22   

Investment activities:

Distressed mortgage loans and REO:

Purchases

$ 560,549    $ 1,309,887    $ 543,063   

Cash proceeds from liquidation activities

$ 787,953    $ 392,105    $ 320,580   

MBS:

Purchases

$ 185,972    $ 199,558    $ 112,211   

Cash proceeds from repayment and sales

$ 86,783    $ 2,566    $ 189,167   

ESS:

Purchases from PFSI

$ 95,892    $ 139,028    $ —     

Cash proceeds from repayments

$ 39,257    $ 4,076    $ —     

Per share prices during the period:

High

$ 24.44    $ 28.73    $ 25.52   

Low

$ 20.40    $ 19.19    $ 16.75   

At period end

$ 21.09    $ 23.42    $ 25.29   

At period end:

Total assets

$ 4,904,296    $ 4,310,917    $ 2,559,663   

Book value per share

$ 21.18    $ 20.82    $ 20.39   

 

(1) Represents corporate absorption of fulfillment fees for transition adjustment relating to the amended and restated mortgage banking and warehouse services agreement effective February 1, 2013.

            During the year ended December 31, 2014, we recorded net income of $194.5 million, or $2.47 per diluted share. Our net income for the year ended December 31, 2014 reflects net gains on our investments in financial instruments totaling $237.5 million (comprised of net gain on investments and net gain on mortgage loans acquired for sale), including $189.5 million of valuation gains on mortgage loans at fair value, mortgage loans under forward purchase agreements at fair value and mortgage loans at fair value held

 

54


Table of Contents

by variable interest entity. These gains were supplemented by $86.8 million of net interest income. During the year ended December 31, 2014, we purchased $28.4 billion in fair value of newly originated mortgage loans. We recognized gains on such loans totaling approximately $35.6 million. At December 31, 2014, we held mortgage loans acquired for sale with fair values totaling $637.7 million, including $209.3 million that were pending sale to PLS.

During the year ended December 31, 2013, we recorded net income of $200.2 million or $2.96 per diluted share. Our net income for the year ended December 31, 2013 reflects net gains on our investments in financial instruments totaling $306.4 million (comprised of net gain on investments and net gain on mortgage loans acquired for sale), including $181.0 million of valuation gains on mortgage loans at fair value, mortgage loans under forward purchase agreements at fair value and mortgage loans at fair value held by variable interest entity. These gains were supplemented by $57.6 million of net interest income. During the year ended December 31, 2013, we purchased $32.0 billion in fair value of newly originated mortgage loans. We recognized gains on such loans totaling approximately $98.7 million. At December 31, 2013, we held mortgage loans acquired for sale with fair values totaling $458.1 million, including $112.4 million that were pending sale to PLS.

During 2012, we recorded net income of $138.2 million, or $3.14 per diluted share. Our net income for 2012 reflects net gains on our investments in financial instruments totaling $251.3 million (comprised of net gain on investments and net gain on mortgage loans acquired for sale), including $84.7 million of valuation gains on MBS and mortgage loans excluding mortgage loans acquired for sale, supplemented by $40.8 million of net interest income. During 2012, we purchased $22.4 billion in fair value of newly originated mortgage loans. We recognized gains on such loans totaling approximately $147.7 million. At December 31, 2012, we held mortgage loans acquired for sale with fair values totaling $975.2 million, including $153.3 million of loans pending sale to PLS.

Our net income decreased during the year ended December 31, 2014 due to decreased profitability in both our correspondent production and investment activities segments. Our correspondent production segment’s pre-tax income decreased by $35.1 million or 80%. We purchased $11.9 billion at fair value of mortgage loans for sale to nonaffiliates, a 26% decrease from $15.9 billion during 2013. The decrease in fair value of loans we purchased was compounded by reduced gain on sale margins in 2014 as compared to 2013, owing to increased competition resulting from a smaller mortgage market in 2014 as compared to 2013.

In our investment activities segment, our pre-tax income decreased by $3.4 million from $174.0 million to $170.6 million during 2014 as compared to 2013. Our average investment portfolio was approximately $2.9 billion during the year ended December 31, 2014, an increase of $1.1 billion, or 63%, over the year ended December 31, 2013 and during the year ended December 31, 2014, we recognized net investment income totaling approximately $294.7 million, an increase of $12.5 million, or 4%, from the year ended December 31, 2013. The increase in net investment income was offset by increased loan servicing expenses to accommodate the growth in our investment portfolio and activity-based fees relating to the increase in loan resolution activities. During the year ended December 31, 2013, we recognized net investment income totaling approximately $282.2 million, an increase of $145.4 million, or 106%, compared to 2012. Our average investment portfolio grew to approximately $1.8 billion during the year ended December 31, 2013, an increase of $820.0 million, or 83% compared to 2012.

Net Investment Income

During 2014, we recorded net investment income of $356.7 million, comprised primarily of net gain on investments of $201.8 million, supplemented by $86.8 million of net interest income, $37.9 million of net loan servicing fees, net gain on mortgage loans acquired for sale of $35.6 million, and $18.2 million of loan origination fees, partially offset by $32.5 million of losses from results of REO. This compares to net investment income of $405.5 million in 2013, comprised primarily of net gain on investments of $207.8 million, supplemented by net gain on mortgage loans acquired for sale of $98.7 million, $57.6 million of net interest income, $32.8 million of net loan servicing fees, and $17.8 million of loan origination fees, partially offset by $13.5 million of losses from results of REO. During 2012, we recorded net investment income of $303.5 million, comprised primarily of $147.7 million of net gains on investments, supplemented by $103.6 million of net interest income, $10.5 million of loan origination fees and $1.4 million of gains from results of REO.

Net investment income includes non-cash fair value adjustments. Because we have elected to record our financial assets (comprised of mortgage loans at fair value, mortgage loans acquired for sale at fair value, MBS and ESS) at fair value, a substantial portion of the income we record with respect to such assets results from non-cash changes in fair value. Net investment income also includes non-cash fair value adjustments related to IRLCs and the related derivatives we use to hedge our financial assets and liabilities and non-cash interest income arising from capitalization of delinquent interest on mortgage loans upon completion of the modification of such loans and accrual of unearned discounts relating to mortgage loans held in a VIE.

 

55


Table of Contents

The amounts of non-cash fair value and interest income adjustments are as follows:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Net gain on mortgage loans acquired for sale

        

IRLCs

   $ 4,412       $ (18,230    $ 13,707   

Mortgage loans acquired for sale

     3,825         (9,265      43,691   

Hedging derivatives

     (11,518      9,552         2,953   
  

 

 

    

 

 

    

 

 

 
  (3,281   (17,943   60,351   
  

 

 

    

 

 

    

 

 

 

Net interest income

Capitalization of interest pursuant to mortgage loan modifications

  54,934      43,481      19,745   

Accrual of unearned discounts relating to loans held in a variable interest entity and MBS

  2,209      232      —     
  

 

 

    

 

 

    

 

 

 
  57,143      43,713      19,745   
  

 

 

    

 

 

    

 

 

 

Net gain (loss) on investments

Mortgage-backed securities:

Agency

  9,118      365      4,600   

Non Agency

  1,298      —        —     

Mortgage loans:

at fair value

  216,841      166,877      76,473   

at fair value under forward purchase agreements

  463      10,093      7,223   

ESS

  (20,834   2,423      —     

Asset-backed secured financing

  (8,459   2,279      —     
  

 

 

    

 

 

    

 

 

 
  198,427      182,037      88,296   

Net loan servicing fees - MSR valuation adjustments

  (16,546   6,308      —     
  

 

 

    

 

 

    

 

 

 
$ 235,743    $ 214,115    $ 168,392   
  

 

 

    

 

 

    

 

 

 

Cash is generated when mortgage loan investments are monetized through payoffs or sales, when payments of principal and interest occur on such loans, generally after they are modified, or when the property securing a mortgage loan that has been settled through acquisition of the property securing the loan has been sold. We receive proceeds on the sale of mortgage loans acquired for sale that include both cash and our estimate of the fair value of MSRs and we recognize a liability for potential losses relating to representations and warranties created in the loan sales transactions. Cash flows relating to hedging instruments are generally produced when the instruments mature or when we effectively cancel the transactions through an offsetting trade.

The following table illustrates the net gain (loss) in value that we accumulated over the period during which we owned the liquidated mortgage loan investments and REO, as compared to the proceeds actually received and the additional net gain realized upon liquidation of such assets:

 

    Year ended December 31,  
    2014     2013     2012  
    Proceeds     Accumulated
gains (2)
    Gain on
liquidation (3)
    Proceeds     Accumulated
gains (2)
    Gain on
liquidation (3)
    Proceeds     Accumulated
gains (losses)(2)
    Gain on
liquidation (3)
 
    (in thousands)  

Mortgage loans (1)

  $ 598,121      $ 108,576      $ 25,948      $ 270,529      $ 34,855      $ 28,387      $ 184,169      $ 19,525      $ 19,341   

REO

    189,832        11,936        13,804        121,576        7,653        10,526        136,411        (522     18,759   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ 787,953    $ 120,512    $ 39,752    $ 392,105    $ 42,508    $ 38,913    $ 320,580    $ 19,003    $ 38,100   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) For the year ended December 31, 2014, the amounts include sales of reperforming loans with loan sale proceeds of $ 330.8 million, accumulated gains of $77.3 million, and gain on liquidation of $4.7 million, respectively.
(2) Represents valuation gains and losses recognized during the period we held the respective asset but excludes the gain or loss recorded upon sale or repayment of the respective asset.
(3) Represents the gain or loss recognized upon sale or repayment of the respective asset.

 

56


Table of Contents

The amounts included in accumulated gains and gains on liquidation do not include the cost of managing the liquidated assets which may be substantial depending on the collection status of the mortgage loan at acquisition and on our success in working with the borrower to resolve the distress in the loan. Accumulated gains include the amount of accumulated valuation gains and losses recognized throughout the holding period and, in the case of REO, includes direct transaction costs incurred in the sale of the property. Accordingly, the preceding amounts do not represent periodic earnings on a cash basis and the amount of gain will have accumulated over varying periods depending on the holding periods and liquidation speed for individual assets.

The primary expenses incurred at a loan level in managing our portfolio of distressed assets are servicing and activity fees. From the time of acquisition of the distressed assets through their deboarding dates, we incurred servicing and activity fees of $17.6 million, $11.4 million and $7.2 million for assets liquidated during the years ended December 31, 2014, 2013 and 2012, respectively.

The reduction in net investment income during 2014, as compared to 2013, was caused primarily by reduced gains on mortgage loans acquired for sale as a result of the increased competition for a smaller mortgage loan market in 2014 as compared to 2013, along with losses recognized on our investment in ESS and asset-backed secured financing which reflects the effects of decreasing mortgage interest rates throughout 2014. These reductions were partially offset by an increase in gain on mortgage loans at fair value resulting from a 49% increase in the average balance of mortgage loans at fair value accompanied by slower appreciation in the fair value of such mortgage loans during 2014 as compared to 2013.

Net Gains on Mortgage Loans Acquired for Sale

Our gains on mortgage loans acquired for sale are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash (loss) gain :

        

Sales proceeds, net

   $ (20,989    $ (197,580    $ 13,918   

Hedging activities

     (57,161      136,829         (57,040
  

 

 

    

 

 

    

 

 

 
  (78,150   (60,751   (43,122
  

 

 

    

 

 

    

 

 

 

Non cash gain:

Receipt of MSRs in loan sale transactions

  121,333      183,032      134,682   

Provision for losses relating to representations and warranties provided in loan sales

  (4,256   (5,669   (4,236

Change in fair value of IRLCs, mortgage loans and hedging derivatives held at period end:

IRLCs

  4,412      (18,230   13,707   

Mortgage loans

  3,825      (9,265   43,691   

Hedging derivatives

  (11,518   9,552      2,953   
  

 

 

    

 

 

    

 

 

 
  (3,281   (17,943   60,351   
  

 

 

    

 

 

    

 

 

 
$ 35,647    $ 98,669    $ 147,675   
  

 

 

    

 

 

    

 

 

 

Interest rate lock commitments issued during the year:

Loans sold to nonaffiliates:

Conventional mortgage loans

$ 11,610,381    $ 13,998,344    $ 14,472,400   

Jumbo loans

  512,853      238,096      —     
  

 

 

    

 

 

    

 

 

 
  12,123,234      14,236,440      14,472,400   

Mortgage loans sold to PFSI:

Government-insured or guaranteed mortgage loans

  15,692,230      14,731,463      9,413,801   
  

 

 

    

 

 

    

 

 

 
$ 27,815,464    $ 28,967,903    $ 23,886,201   
  

 

 

    

 

 

    

 

 

 

Purchases of mortgage loans acquired for sale to nonaffiliates:

At fair value

$ 11,858,198    $ 15,941,369    $ 13,473,916   

Unpaid principal balance

$ 11,476,448    $ 15,616,687    $ 13,028,375   

Fair value of mortgage loans acquired for sale held at year end:

Conventional mortgage loans

$ 428,397    $ 345,777    $ 821,858   

Government-insured or guaranteed mortgage loans held for sale to PFSI

  209,325      112,360      153,326   
  

 

 

    

 

 

    

 

 

 
$ 637,722    $ 458,137    $ 975,184   
  

 

 

    

 

 

    

 

 

 

 

57


Table of Contents

Our net gain on mortgage loans acquired for sale includes both cash and non-cash elements. We receive proceeds on sale that include both cash and our estimate of the fair value of MSRs. We also recognize a liability for potential losses relating to representations and warranties created in the loan sales transactions.

The decrease in gain on mortgage loans acquired for sale during 2014 as compared to 2013 reflects the continuing shrinkage of the mortgage market that began in the second half of 2013 and continued throughout most of 2014. As a result of the smaller mortgage market, we purchased fewer mortgage loans and realized reduced gain on sale margins owing to the increased competition for such loans during 2014 as compared to 2013. The decrease in gain on mortgage loans acquired for sale during 2013 as compared to 2012 reflects the shrinkage of the mortgage market beginning in May of 2013 as a result of interest rates beginning to rise as compared to the general decreasing trend in interest rates that had prevailed from 2011 through April of 2013.

Provision for Losses on Representations and Warranties

We provide for our estimate of the future losses that we may be required to incur as a result of our breach of representations and warranties to the purchasers of the loans we sell. Our agreements with the Agencies include representations and warranties related to the loans we sell to the Agencies. The representations and warranties require adherence to Agency origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

In the event of a breach of our representations and warranties, we may be required to either repurchase the mortgage loans with the identified defects or indemnify the investor or insurer. In such cases, we bear any subsequent credit loss on the mortgage loans. Our credit loss may be reduced by any recourse we have to correspondent lenders that, in turn, had sold such mortgage loans to us and breached similar or other representations and warranties. In such event, we have the right to seek a recovery of related repurchase losses from that correspondent lender.

The method used to estimate the liability for representations and warranties is a function of estimated future defaults, loan repurchase rates, the potential severity of loss in the event of defaults and the probability of reimbursement by the correspondent loan seller. We establish a liability at the time loans are sold and review our liability estimate on a periodic basis.

 

58


Table of Contents

Following is a summary of the repurchase activity and unpaid balance of mortgage loans subject to representations and warranties:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  
     (unpaid principal balance of mortgage loans)  

Indemnification activity

        

Indemnified mortgage loans at beginning of year

   $ —         $ —         $ —     

New indemnifications

     4,478         —           —     

Indemnified mortgage loans repurchased

     —           —           —     

Less: indemnified mortgage loans repaid or refinanced

     834         —           —     
  

 

 

    

 

 

    

 

 

 

Indemnified mortgage loans at end of period

$ 3,644    $ —      $ —     
  

 

 

    

 

 

    

 

 

 

Indemnified mortgage loans collateralized with deposits placed by correspondent lenders at year end

$ 1,362    $ —      $ —     
  

 

 

    

 

 

    

 

 

 

Repurchase activity

Total mortgage loans repurchased

$ 15,791    $ 4,209    $ 290   

Less: mortgage loans repurchased by correspondent lenders

  7,553      2,673      225   

Mortgage loans repaid by borrowers

  —        —        —     
  

 

 

    

 

 

    

 

 

 

Mortgage loans with losses chargeable to liability for representations and warranties

$ 8,238    $ 1,536    $ 65   
  

 

 

    

 

 

    

 

 

 

Losses charged to liability for representations and warranties

$ 123    $ —      $ —     
  

 

 

    

 

 

    

 

 

 

At year end:

Unpaid principal balance of mortgage loans subject to representations and warranties

$ 34,673,414    $ 25,652,972    $ 12,168,454   
  

 

 

    

 

 

    

 

 

 

Liability for representations and warranties

$ 14,242    $ 10,110    $ 4,441   
  

 

 

    

 

 

    

 

 

 

During the year ended December 31, 2014, we repurchased mortgage loans with unpaid balances totaling $15.8 million and charged losses for representations and warranties totaling $123,000 against the liability. Our losses were moderated primarily as a result of our ability to recover most of the losses inherent in the repurchased loans from the selling correspondent lenders. As the outstanding balance of loans we purchase and sell subject to representations and warranties increases and the loans sold season, we expect the level of repurchase activity and corresponding losses to increase.

 

59


Table of Contents

The level of the liability for representations and warranties is difficult to estimate and requires considerable management judgment. The level of mortgage loan repurchase losses is dependent on economic factors, investor loss mitigation strategies, our ability to recover any losses inherent in the repurchased loan from the selling correspondent lender and other external conditions that may change over the lives of the underlying loans.

As economic fundamentals change, and as investor and Agency evaluations of their loss mitigation strategies (including claims under representations and warranties) change and as economic conditions affect our correspondent lenders’ ability or willingness to fulfill their recourse obligations to us, the level of repurchase activity and ensuing losses will change, and we may be required to record adjustments to our recorded liability for losses on representations and warranties which may be material to our financial condition and results of operations. Such adjustments would be included as a component of our net gains on mortgage loans acquired for sale at fair value.

Loan Origination Fees

Loan origination fees represent fees we charge correspondent lenders relating to our purchase of loans from those lenders based on a fee schedule. The increase in fees during 2014 as compared to 2013 is due to the introduction of a new delivery fee during 2014, partially offset by reductions in other fees due to the decrease in the volume of mortgage loans we purchased during 2014 as compared to 2013. The increase in fees during 2013 compared to 2012 is due to both a change in production volume and fees charged to correspondent lenders.

Investment Activities

Net Gain on Investments

Net gain on investments is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Net gain (loss) on investments:

        

Mortgage-backed securities

   $ 10,416       $ (1,347    $ 612   

Hedging derivatives

     (6,802      (4,310      —     
  

 

 

    

 

 

    

 

 

 
  3,614      (5,657   612   

Agency debt security

  —        1,725      —     

Excess servicing spread purchased from PFSI at fair value

  (20,834   2,423      —     

Mortgage loans

  227,488      206,988      103,037   

Asset-backed secured financing

  (8,459   2,279      —     
  

 

 

    

 

 

    

 

 

 
$ 201,809    $ 207,758    $ 103,649   
  

 

 

    

 

 

    

 

 

 

The decrease in net gain on investments in 2014 as compared to 2013 was caused primarily by losses recognized on our investment in ESS and asset-backed secured financing which reflects the effects of decreasing mortgage interest rates throughout 2014 and growth in our investment in ESS. These reductions were partially offset by an increase in net gain on mortgage loans at fair value resulting from a 49% increase in the average balance of mortgage loans at fair value accompanied by slower appreciation in the fair value of such mortgage loans as a result of slower appreciation in the fair value of the real estate collateralizing such loans during 2014 as compared to 2013.

The increase for the year ended December 31, 2013 as compared to 2012 is primarily due to valuation gains in our portfolio of mortgage loans, including mortgage loans under forward purchase agreements, reflecting the 91% increase in our average balance of mortgage loans along with continuing improvements in the performance of the residential real estate market. The average portfolio balance of mortgage investments increased $778.7 million, or 91%, during the year ended December 31, 2013 as compared to 2012.

Mortgage-Backed Securities

During the year ended December 31, 2014, we recognized net valuation gains on MBS of $10.4 million. The gains we recorded arose due to decreases in market yields on MBS during the period after we purchased the securities during 2014.

 

60


Table of Contents

During the year ended December 31, 2013, we recognized losses on MBS of $5.7 million, net of hedging activities. The losses we recorded arose due to increases in market yields on MBS during the period after we purchased the securities during 2013. During the third quarter of 2013, we also purchased an Agency debt security. We recorded gains on that security totaling $1.7 million during the year and sold the security in the fourth quarter.

During 2012, we recognized net valuation gains on our portfolios of MBS totaling $0.6 million compared to net valuation losses of $2.8 million in 2011. The valuation gains represent the change in value through the date of sale of the respective securities. We sold all of our MBS held during 2012 before December 31, 2012.

ESS Purchased from PFSI

We recognized fair value losses relating to our investment in ESS totaling $20.8 million for the year ended December 31, 2014 compared to a valuation gain of $2.4 million for the year ended December 31, 2013. Mortgage interest rates decreased throughout 2014 causing our estimate of future prepayments to increase as compared to 2013, resulting in a reduction in fair value. The effect of this decrease in fair value was compounded by growth in our investment in ESS. Our average investment in ESS increased from $16.1 million for the year ended December 31, 2013 to $168.1 million for the year ended December 31, 2014.

Mortgage Loans at Fair Value

Net gains on mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Valuation changes:

        

Performing loans

   $ 67,035       $ 37,566       $ 2,592   

Nonperforming loans

     122,500         143,425         81,225   
  

 

 

    

 

 

    

 

 

 
  189,535      180,991      83,817   

Payoffs

  22,166      28,387      19,341   

Sales

  3,782      —        (121
  

 

 

    

 

 

    

 

 

 
$ 215,483    $ 209,378    $ 103,037   
  

 

 

    

 

 

    

 

 

 

Average portfolio balance

$ 2,435,556    $ 1,632,260    $ 853,596   
  

 

 

    

 

 

    

 

 

 

Because we have elected to record our mortgage loans and mortgage loans under forward purchase agreements at fair value, a substantial portion of the income we record with respect to such loans results from changes in fair value. Valuation changes amounted to $189.5 million, $181.0 million and $83.8 million in the years ended December 31, 2014, 2013 and 2012, respectively. Cash is generated when mortgage loans and mortgage loans under forward purchase agreements are monetized through payoffs or sales, when payments of principal and interest occur on such loans, generally after they are modified, or when the property securing a mortgage loan that has been settled through acquisition of the property has been sold.

The valuation changes on performing loans reflect the effects of capitalization of delinquent interest on loans we modify. When we capitalize interest in a loan modification, we increase the carrying value of the loan. However, the modification generally may not result in an immediate increase in the loan’s fair value. As a result, the interest income we recognize is generally offset by a valuation loss. Valuation gains on mortgage loans with capitalized interest generally accrue as the borrower demonstrates performance in the periods following the capitalization. During the year ended December 31, 2014, we capitalized interest totaling $66.9 million compared to $43.5 million for the year ended December 31, 2013 and $19.7 million for the year ended December 31, 2012.

The changes in valuation gains during the periods presented reflect the growth in our investment in mortgage loans at fair value from year to year. During 2014, we observed increased demand in the market for re-performing mortgage loans which is reflected in increased gains on performing mortgage loans in 2014 as compared to 2013. This increase was partially offset by reduced valuation gains on nonperforming mortgage loans whose values are responsive to changes in the fair value of the real estate securing such loans. Real estate fair value appreciation moderated in 2014 as compared to 2013 and 2012, resulting in reduced fair value appreciation. The increase in valuation gains on the performing mortgage loans for 2013, as compared to 2012, was largely due to increased investor demand for such mortgage loans and successful modifications and subsequent borrower performance.

 

61


Table of Contents

During the years ended December 31, 2014, 2013 and 2012, we recognized gains on mortgage loan payoffs as summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (dollars in thousands)  

Number of mortgage loans

     1,135         1,343         836   

Unpaid principal balance

   $ 310,422       $ 355,766       $ 259,469   

Gain recognized at payoff

   $ 22,166       $ 28,387       $ 19,341   

Gains on sales of distressed mortgage loans are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (dollars in thousands)  

Number of mortgage loans

     1,682         —           —     

Unpaid principal balance

   $ 393,609       $ —         $ —     

Gain recognized at sale

   $ 3,782       $ —         $ (121

We recognized valuation gains to reflect the commitment price of the mortgage loans subject to the mortgage loan sale at the time we entered into the commitment to sell such loans. Therefore, the gain recognized on sale of mortgage loans during 2014 reflects the difference between proceeds from sale of the mortgage loans and the commitment price of sale.

Implementing long-term, sustainable loan modification is one means by which we endeavor to increase the fair value of the distressed mortgage loans which we have typically purchased at discounts to their UPB. We have observed increasing demand for reperforming mortgage loans as demonstrated by our sales of such loans during 2014. During the year ended December 31, 2014, we received proceeds of $330.8 million from the sale of $393.6 million in unpaid principal balance of mortgage loans. There can be no assurance that this form of monetization will continue to be a reliable means of liquidating reperforming mortgage assets in the future. We continue to monitor and explore the market for mortgage loan sales or securitizations backed by reperforming and modified mortgage loans as a means of recovering our investment in such mortgage loans in the future.

Absent sale or securitization of reperforming and modified mortgage loans, and unlike liquidation of a defaulted mortgage loan, we expect that recovery of our investment in a performing modified mortgage loan will take place generally over a period of several years, during which we earn and collect interest income on such loan. Our current expectation is that we will receive cash on modified mortgage loans through monthly borrower payments, incentive payments earned pursuant to HAMP, payoffs or acquisition of the property securing the loans and liquidation of the property in the event the borrower subsequently defaults. Due to the recent addition of new modification programs, both through HAMP and proprietary programs, trends in default performance are difficult to discern.

Large-scale refinancing of modified mortgage loans is not expected to occur for an extended period. Borrowers who have recently modified their mortgage loans typically have credit profiles that do not qualify them for refinancing or have loans on properties whose loan-to-value ratios exceed current underwriting guidelines for new mortgage loans. Further, modified mortgage loans require a period of acceptable borrower performance, generally 12 months of timely mortgage payments, for consideration in most Agency refinance programs.

Certain programs such as the FHA’s Negative Equity Refinance Program allow homeowners whose modified mortgage amount exceeds the value of the property securing the loan to refinance immediately following a modification. We continue to explore methods of accelerating recovery of our investment of modified mortgage loans through solicitations of refinancings of such loans into Agency-eligible loans which result in a full or partial repayment of our investment.

 

62


Table of Contents

The following tables present a summary of loan modifications completed:

 

     Year ended December 31,  
     2014     2013     2012  

Modification type (1)

   Number
of
loans
     Balance
of
loans (2)
    Number
of
loans
     Balance
of
loans (2)
    Number
of
loans
     Balance
of
loans (2)
 
     (dollars in thousands)  

Rate reduction

     1,183       $ 285,791        1,064       $ 226,945        449       $ 115,175   

Term extension

     1,318       $ 326,660        1,024       $ 220,678        287       $ 74,315   

Capitalization of interest and fees

     1,703       $ 419,189        1,563       $ 339,350        706       $ 170,523   

Principal forbearance

     539       $ 166,342        323       $ 83,613        81       $ 25,117   

Principal reduction

     837       $ 215,340        825       $ 192,919        293       $ 75,886   

Total

     1,705       $ 419,689        1,564       $ 339,609        706       $ 170,523   

Defaults of mortgage loans modified in the prior year period(4)

      $ 46,944         $ 28,290         $ 12,525   

As a percentage of balance of loans before modification

        25        21        17

Defaults during the period of mortgage loans modified since acquisitions(3)(4)

      $ 56,136         $ 35,882         $ 13,504   

As a percentage of balance of loans before modification

        26        18        17

Repayments and sales of mortgage loans modified in the prior year period

      $ 102,684         $ 22,456         $ 10,210   

As a percentage of balance of loans before modification

        30        13        13

 

(1) Modification type categories are not mutually exclusive and a modification of a single loan may be counted in multiple categories. The total number of modifications noted in the table is therefore lower than the sum of all of the categories.
(2) Before modification.
(3) Represents defaults of mortgage loans during the period that have been modified by us at any point since acquisition.
(4) Exclude delinquent or paid off loans at the end of the prior period.

The following table summarizes the average effect of the modifications noted above on the terms of the loans modified:

 

     Year ended December 31,  
     2014     2013     2012  

Category

   Before
modification
    After
modification
    Before
modification
    After
modification
    Before
modification
    After
modification
 
     (dollars in thousands)  

Loan balance

   $ 246      $ 249      $ 217      $ 215      $ 242      $ 227   

Remaining term (months)

     325        415        311        421        304        362   

Interest rate

     5.39     3.62     5.77     3.97     6.44     4.10

Forbeared principal

   $ —        $ 13      $ —        $ 7      $ —        $ 6   

 

63


Table of Contents

Net Interest Income

Net interest income is summarized below:

 

     Year ended December 31, 2014  
     Interest income/expense             Annualized %  
     Coupon      Discount/     Total      Average      interest  
      fees (1)        balance      yield/cost  
     (dollars in thousands)  

Assets:

             

Correspondent production:

             

Mortgage loans acquired for sale at fair value

   $ 23,974       $ —        $ 23,974       $ 568,959         4.16

Investment activities:

             

Short-term investments

     604         —          604         96,475         0.62

Mortgage -backed securities:

             

Agency

     6,774         206        6,980         192,559         3.58

Non-Agency

     1,094         152        1,246         36,275         3.39
  

 

 

    

 

 

   

 

 

    

 

 

    
  7,868      358      8,226      228,834      3.55
  

 

 

    

 

 

   

 

 

    

 

 

    

Mortgage loans:

at fair value

  120,773      1,847      122,620      2,360,768      5.12

under forward purchase agreements at fair value

  3,584      —        3,584      74,788      4.73
  

 

 

    

 

 

   

 

 

    

 

 

    
  124,357      1,847      126,204      2,435,556      5.11

ESS

  13,292      —        13,292      168,080      7.80
  

 

 

    

 

 

   

 

 

    

 

 

    

Total investment activities

  146,121      2,205      148,326      2,928,945      4.99

Other interest

  48      —        48      —     
  

 

 

    

 

 

   

 

 

    

 

 

    
$ 170,143    $ 2,205    $ 172,348    $ 3,497,904      4.86
  

 

 

    

 

 

   

 

 

    

 

 

    

Liabilities:

Assets sold under agreements to repurchase

$ 48,934    $ 9,370    $ 58,304    $ 2,311,273      2.49

Mortgage loans participation and sale agreement

  646      266      912      44,770      2.01

Borrowings under forward purchase agreements

  2,363      —        2,363      82,056      2.84

Asset-backed secured financing

  5,872      618      6,490      167,752      3.82

Exchangeable senior notes

  13,438      920      14,358      250,000      5.66
  

 

 

    

 

 

   

 

 

    

 

 

    
  71,253      11,174      82,427      2,855,851      2.85
  

 

 

    

 

 

   

 

 

    

 

 

    

Other interest - servicing related

  3,162      —        3,162      —     
  

 

 

    

 

 

   

 

 

    

 

 

    
  74,415      11,174      85,589      2,855,851      2.96
  

 

 

    

 

 

   

 

 

    

 

 

    

Net interest income

$ 95,728    $ (8,969 $ 86,759   
  

 

 

    

 

 

   

 

 

       

Net interest margin

  2.45

Net interest spread

  1.90

 

(1) Amounts in this column represent accrual of unearned discounts and amortization of facility commitment fees for liabilities.

 

64


Table of Contents
     Year ended December 31, 2013  
     Interest income/expense             Annualized %  
     Coupon      Discount/     Total      Average      interest  
      fees (1)        balance      yield/cost  
     (dollars in thousands)  

Assets:

             

Correspondent production:

             

Mortgage loans acquired for sale at fair value

   $ 33,726       $ —        $ 33,726       $ 900,850         3.74

Investment activities:

             

Short-term investments

     542         —          542         92,148         0.58

Agency mortgage-backed securities

     2,092         46        2,138         62,625         3.37

Agency debt security

     222         —          222         2,992         7.33

Mortgage loans:

             

at fair value

     81,043         232        81,275         1,511,795         5.38

under forward purchase agreements at fair value

     3,659         —          3,659         120,465         3.00
  

 

 

    

 

 

   

 

 

    

 

 

    
  84,702      232      84,934      1,632,260      5.20

ESS

  1,091      —        1,091      16,070      6.70
  

 

 

    

 

 

   

 

 

    

 

 

    

Total investment activities

  88,649      278      88,927      1,806,095      4.92
  

 

 

    

 

 

   

 

 

    

 

 

    

Other interest

  209      —        209      —     
  

 

 

    

 

 

   

 

 

    

 

 

    
$ 122,584    $ 278    $ 122,862    $ 2,706,945      4.47
  

 

 

    

 

 

   

 

 

    

 

 

    

Liabilities:

Assets sold under agreements to repurchase

$ 37,781    $ 10,009    $ 47,790    $ 1,552,912      3.08

Borrowings under forward purchase agreements

  3,707      —        3,707      124,394      2.94

Asset backed secured financing

  1,612      —        1,612      43,108      3.69

Exchangeable senior notes

  8,996      584      9,580      168,493      5.61
  

 

 

    

 

 

   

 

 

    

 

 

    
  52,096      10,593      62,689      1,888,907      3.32

Other interest - servicing related

  2,533      —        2,533      —     
  

 

 

    

 

 

   

 

 

    

 

 

    
  54,629      10,593      65,222      1,888,907      3.41
  

 

 

    

 

 

   

 

 

    

 

 

    

Net interest income

$ 67,955    $ (10,315 $ 57,640   
  

 

 

    

 

 

   

 

 

       

Net interest margin

  2.13

Net interest spread

  1.06

 

(1) Amounts in this column represent accrual of unearned discounts and amortization of facility commitment fees for liabilities.

 

65


Table of Contents
     Year ended December 31, 2012  
     Interest income/expense             Annualized %  
            Discount/            Average      interest  
     Coupon      fees (1)     Total      balance      yield/cost  
     (dollars in thousands)  

Assets:

             

Correspondent production:

             

Mortgage loans acquired for sale at fair value

   $ 19,731       $ —        $ 19,731       $ 452,824         4.29

Investment activities:

             

Short-term investments

     42         —          42         49,880         0.08

United States Treasury security

     —           —          —           2,459         0.00

Mortgage-backed securities:

             

Agency

     1,476         (222     1,254         44,713         2.76

Non-Agency

     466         364        830         35,291         2.32
  

 

 

    

 

 

   

 

 

    

 

 

    
  1,942      142      2,084      80,004      2.56

Mortgage loans:

at fair value

  49,462      —        49,462      807,301      6.03

under forward purchase agreements at fair value

  997      —        997      46,295      2.12
  

 

 

    

 

 

   

 

 

    

 

 

    

Total investment activities

  52,443      142      52,585      985,939      5.25
  

 

 

    

 

 

   

 

 

    

 

 

    

Other interest

  125      —        125      —     
  

 

 

    

 

 

   

 

 

    

 

 

    
$ 72,299    $ 142    $ 72,441    $ 1,438,763      4.95
  

 

 

    

 

 

   

 

 

    

 

 

    

Liabilities:

Assets sold under agreements to repurchase

$ 22,524    $ 5,501    $ 28,025    $ 803,753      3.49

Borrowings under forward purchase agreements

  2,396      —        2,396      58,719      4.01

Note payable secured by mortgage loans at fair value

  121      (8   113      1,708      6.47
  

 

 

    

 

 

   

 

 

    

 

 

    
  25,041      5,493      30,534      864,180      3.48

Other interest - servicing related

  1,108      —        1,108      —     
  

 

 

    

 

 

   

 

 

    

 

 

    
  26,149      5,493      31,642      864,180      3.66
  

 

 

    

 

 

   

 

 

    

 

 

    

Net interest income

$ 46,150    $ (5,351 $ 40,799   
  

 

 

    

 

 

   

 

 

       

Net interest margin

  2.84

Net interest spread

  1.29

 

(1) Amounts in this column represent accrual of unearned discounts and amortization of facility commitment fees for liabilities.

 

66


Table of Contents

The effects of changes in the composition of our investments on our interest income are summarized below:

 

     Year ended December 31, 2014
vs.
Year ended December 31, 2013
    Year ended December 31, 2013
vs.
Year ended December 31, 2012
 
     Increase (decrease)
due to changes in
    Increase (decrease)
due to changes in
 
                 Total                 Total  
     Rate     Volume     change     Rate     Volume     change  
     (in thousands)  

Correspondent production:

            

Mortgage loans acquired for sale at fair value

   $ 3,561      $ (13,313   $ (9,752   $ (3,075   $ 17,070      $ 13,995   

Investment activities:

            

Money market investment

     36        26        62        438        62        500   

Mortgage -backed securities:

            

Agency

     140        4,702        4,842        —          884        884   

Non-agency

     —          1,246        1,246        —          (830     (830
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  140      5,948      6,088      —        54      54   

Agency debt security

  —        (222   (222   —        222      222   

Mortgage loans:

at fair value

  (2,839   44,184      41,345      (5,315   37,128      31,813   

under forward purchase agreements at fair value

  1,630      (1,705   (75   547      2,116      2,663   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total mortgage loans

  (1,209   42,479      41,270      (4,768   39,244      34,476   

ESS

  209      11,992      12,201      —        1,091      1,091   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment activities

  (824   60,223      59,399      (4,330   40,673      36,343   

Other interest

  —        (161   (161   —        83      83   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  2,737      46,749      49,486      (7,405   57,826      50,421   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Assets sold under agreements to repurchase

  (5,655   16,169      10,514      (4,675   24,440      19,765   

Mortgage loan sale and participation agreement

  —        912      912      —        —        —     

Borrowings under forward purchase agreement

  (121   (1,223   (1,344   (782   2,093      1,311   

Asset backed secured financing

  58      4,820      4,878      —        1,612      1,612   

Note payable secured by mortgage loans at fair value

  —        —        —        —        (113   (113

Exchangeable senior notes

  98      4,680      4,778      —        9,580      9,580   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest bearing liabilities

  (5,620   25,358      19,738      (5,457   37,612      32,155   

Other interest - servicing

  —        629      629      —        1,425      1,425   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  (5,620   25,987      20,367      (5,457   39,037      33,580   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

$ 8,357    $ 20,762    $ 29,119    $ (1,948 $ 18,789    $ 16,841   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In the year ended December 31, 2014, we earned net interest income of $86.8 million compared to $57.6 million for the year ended December 31, 2013 and $40.8 million for the year ended December 31, 2012. The increase in net interest income between the years was primarily due to growth in our investment portfolio throughout the three-year period.

We earned interest income on our portfolio of MBS totaling $8.2 million for a yield of 3.55% for the year ended December 31, 2014. We accumulated this portfolio of securities beginning late in the third quarter of 2013 and earned a yield of 3.37% during the portion of the year we held the securities. During the year ended December 31, 2012, we recognized interest income totaling $2.1 million and earned a yield of 2.56% on our portfolio of MBS until we sold the entire portfolio.

In the year ended December 31, 2014, we recognized interest income on mortgage loans at fair value, mortgage loans under forward purchase agreements at fair value and mortgage loans at fair value held by variable interest entity totaling $126.2 million, including $66.9 million of interest capitalized pursuant to loan modifications, which compares to $84.9 million, including $43.5 million of interest capitalized pursuant to loan modifications in the year ended December 31, 2013. The increases in interest income are due primarily to growth in the average balance of our mortgage loan portfolio of $803.3 million, or 49% for the year ended December 31, 2014 when compared to the same period in 2013. Capitalized interest contributed 2.22% to our interest yield during 2014 compared to 2.63% during 2013. This decrease along with a decrease in the average mortgage note interest rate of our performing mortgage loans from 4.01% to 3.68% during 2014 resulted in a decrease in the yield on our mortgage loans at fair value.

 

67


Table of Contents

At December 31, 2014, approximately 70% of the fair value of our mortgage loan portfolio was nonperforming, as compared to 72% at December 31, 2013. We do not accrue interest on nonperforming mortgage loans and generally do not recognize revenues during the period we hold REO. We calculate the yield on our mortgage loan portfolio based on the portfolio’s average fair value, which most closely reflects our investment in the mortgage loans. Accordingly, the yield we realize is substantially higher than would be recorded based on the mortgage loans’ unpaid balances as we typically purchase our mortgage loans at substantial discounts to their unpaid principal balances.

Nonperforming mortgage loans and REO generally take longer to generate cash flow than performing mortgage loans due to the time required to work with borrowers to resolve payment issues through our modification programs and to acquire and liquidate the property securing the mortgage loans. The value and returns we realize from these assets are determined by our ability to assist borrowers in curing defaults, or when curing of borrower defaults is not a viable solution, by our ability to effectively manage the liquidation process. As a participant in HAMP, we are required to comply with the process specified by the HAMP program before liquidating a mortgage loan, and this may extend the resolution process. At December 31, 2014, we held $1.6 billion in fair value of nonperforming mortgage loans and $303.2 million in carrying value of REO.

In the year ended December 31, 2013, we recognized interest income on mortgage loans at fair value, mortgage loans under forward purchase agreements at fair value and mortgage loans at fair value held by variable interest entity totaling $84.9 million, including $43.5 million of interest capitalized pursuant to mortgage loan modifications, which compares to $52.6 million, including $19.7 million of interest capitalized pursuant to mortgage loan modifications in the year ended December 31, 2012. The increases in interest income are due primarily to growth in the average balance of our mortgage loan portfolio of $778.7 million, or 91% for the year ended December 31, 2013 when compared to the same period in 2012. The increase in capitalized interest as a percentage of total interest income reflects increases in the level of modifications we were able to complete in 2013.

During the year ended December 31, 2014, we incurred interest expense totaling $85.6 million as compared to $65.2 million and $31.6 million during the years ended December 31, 2013 and 2012, respectively. Our interest cost on interest bearing liabilities was 2.96% for the year ended December 31, 2014 and 3.32% and 3.48% for the years ended December 31, 2013 and 2012, respectively. The increase in interest expense reflects our increased use of borrowings in support of growth of our balance sheet.

Net Loan Servicing Fees

When we sell mortgage loans, we generally enter into a contract to service the mortgage loans and recognize the value of such contracts as MSRs. Under these contracts, we are required to perform mortgage loan servicing functions in exchange for fees and the right to other compensation. The servicing functions, which are performed on our behalf by PLS, typically include, among other responsibilities, collecting and remitting mortgage loan payments; responding to borrower inquiries; accounting for principal and interest, holding custodial (impound) funds for payment of property taxes and insurance premiums; counseling delinquent mortgagors; and supervising foreclosures and property dispositions.

Net loan servicing fees are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Servicing fees (1)

   $ 80,008       $ 54,725       $ 10,982   

MSR recapture fee receivable from PFSI

     9         709         —     

Effect of MSRs:

        

Carried at lower of amortized cost or fair value

        

Amortization

     (31,911      (26,241      (5,460

(Provision for) reversal of impairment

     (5,138      4,970         (7,547

Gain on sale

     46         —           —     

Carried at fair value – change in fair value

     (16,648      616         (852

Gains (losses) on hedging derivatives

     11,527         (1,988      2,123   
  

 

 

    

 

 

    

 

 

 
  (42,124   (22,643   (11,736
  

 

 

    

 

 

    

 

 

 

Net loan servicing fees

$ 37,893    $ 32,791    $ (754
  

 

 

    

 

 

    

 

 

 

Average servicing portfolio

$ 29,709,898    $ 20,670,861    $ 3,667,941   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes contractually specified servicing and ancillary fees.

Our correspondent production activity is the primary source of our mortgage loan servicing portfolio, which began to increase in the fourth quarter of 2011.

 

68


Table of Contents

Net loan servicing fees increased $5.1 million during 2014, as compared to 2013. The increase was primarily due to a $25.3 million, or 46% increase in servicing fees, offset by a $19.5 million increase in the effect of MSRs on net loan servicing fees. The increase in servicing fees is attributable to a 44% increase in our average servicing portfolio. The increase in provision for impairment and change in fair value net of hedging gains during 2014 as compared to 2013 reflects the different interest rate environments between the years. During 2014, interest rates were generally decreasing, whereas during most of 2013, interest rates were increasing. Decreasing interest rates generally encourage increased refinancing activity which negatively affects the life and therefore value of MSRs, while increasing interest rates generally discourage refinancing activity.

Net loan servicing fees increased $33.5 million during the year ended December 31, 2013, as compared to 2012. The increase was primarily due to a $43.7 million increase in servicing fees, offset by $10.9 million increase in the effect of MSRs on net loan servicing fees. The increase in servicing fees is attributable to continued growth in our mortgage loan servicing portfolio. Offsetting the increase in servicing fees was MSR activity which included increased amortization arising from growth in the MSR asset and losses on hedging derivatives, offset by recoveries of previously recognized impairment and positive changes in fair value of MSRs resulting from increasing interest rates during the second half of 2013.

Effective February 1, 2013, we entered into an MSR recapture agreement that requires PLS to transfer to us the MSRs with respect to new mortgage loans originated in refinancing transactions where PLS refinances a mortgage loan for which we previously held the MSRs. PLS is generally required to transfer MSRs relating to such mortgage loans (or, under certain circumstances, other mortgage loans) that have an aggregate unpaid principal balance that is not less than 30% of the aggregate unpaid principal balance of all the loans so originated. Where the fair value of the aggregate MSRs to be transferred for the applicable month is less than $200,000, PLS may, at its option, settle in cash with us in an amount equal to such fair market value in lieu of transferring such MSRs. We recognized approximately $9,000 and $709,000 of such income during the year ended December 31, 2014 and 2013, respectively.

Amortization, impairment and changes in fair value of MSRs have a significant effect on net loan servicing fees, driven primarily by our monthly estimation of the fair value of MSRs. As our investment in MSRs grows, we expect that the effect of amortization, impairment and changes in fair value will have an increasing influence on our net income.

We account for MSRs at either the asset’s fair value with changes in fair value recorded in current period earnings or using the amortization method with the MSRs carried at the lower of estimated amortized cost or fair value based on the class of MSR. We have identified two classes of MSRs: originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5%; and MSRs backed by mortgage loans with initial interest rates of more than 4.5%. The Company’s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.

 

69


Table of Contents

Our MSRs are summarized by the basis on which we account for the assets below as of the dates presented:

 

     December 31,     December 31,  
     2014     2013  
     (in thousands)  

MSRs carried at fair value

   $ 57,358      $ 26,452   
  

 

 

   

 

 

 

MSR carried at lower of amortized cost or fair value:

Amortized cost

$ 308,137    $ 266,697   

Valuation allowance

  (7,715   (2,577
  

 

 

   

 

 

 

Carrying value

$ 300,422    $ 264,120   
  

 

 

   

 

 

 

Fair value

$ 322,230    $ 289,737   
  

 

 

   

 

 

 

Total MSR:

Carrying value

$ 357,780    $ 290,572   
  

 

 

   

 

 

 

Fair value

$ 379,588    $ 316,189   
  

 

 

   

 

 

 

Unpaid principal balance of mortgage loans underlying MSRs

$ 34,285,473    $ 25,792,933   
  

 

 

   

 

 

 

Average servicing fee rate (in basis points)

MSRs carried at lower of amortized cost or fair value

  26      26   

MSRs carried at fair value

  25      26   

Average note interest rate

MSRs carried at lower of amortized cost or fair value

  3.80   3.68

MSRs carried at fair value

  4.78   4.78

Results of Real Estate Acquired in Settlement of Loans

Results of REO includes the gains or losses we record upon sale of the properties as well as valuation adjustments we record during the period we hold those properties. During the year ended December 31, 2014, we recorded net losses of $32.5 million in Results of real estate acquired in settlement of loans as compared to $13.5 million during 2013 and net gains of $1.4 million during 2012.

Results of REO are summarized below:

 

     Year ended December 31  
     2014      2013      2012  
     (dollars in thousands)  

During the year:

        

Proceeds from sales of REO

   $ 189,832       $ 121,576       $ 136,411   

Results of real estate acquired in settlement of loans:

        

Valuation adjustments, net

     (46,255      (24,114      (17,391

Gain on sale, net

     13,804         10,623         18,759   
  

 

 

    

 

 

    

 

 

 
$ (32,451 $ (13,491 $ 1,368   
  

 

 

    

 

 

    

 

 

 

Number of properties sold

  1,837      1,105      973   

Average carrying value of REO

$ 232,691    $ 99,972    $ 95,927   

Year end:

Carrying value

$ 303,228    $ 148,080    $ 88,078   

Number of properties in inventory

  1,706      1,069      608   

The increase in valuation adjustments in 2014 as compared to 2013 reflects the growth in our average investment in REO. The shift in results of REO from a gain during the year ended December 31, 2012 to a loss during the year ended December 31, 2013 was largely due to advances made to protect the properties’ values, as well as reductions on estimates of property values on certain REO properties during 2013. Additionally, since REO is carried at lower of cost or fair value, we generally are unable to record fair value gains if there are increases in the properties’ values until sale of the property.

 

70


Table of Contents

Expenses

Our expenses are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Expenses earned by PFSI:

        

Loan servicing fees

   $ 52,522       $ 39,413       $ 18,608   

Loan fulfillment fees

     48,719         79,712         62,906   

Management fees

     35,035         32,410         12,436   

Professional services

     8,380         8,373         6,053   

Compensation

     8,328         7,914         7,144   

Other

     24,293         23,061         9,557   
  

 

 

    

 

 

    

 

 

 
$ 177,277    $ 190,883    $ 116,704   
  

 

 

    

 

 

    

 

 

 

Expenses decreased $13.6 million, or 7%, during the year ended December 31, 2014, compared to an increase of $74.2 million, or 64%, during the year ended December 31, 2013. This decrease was primarily a result of lower fulfillment fees, reflecting decreased correspondent activities, partially offset by increased servicing fees reflecting growth in both our investments in mortgage loans at fair value and our MSR portfolio. The increase in expenses during the years ended December 31, 2013 compared to 2012 was primarily a result of the substantial growth in our equity, our correspondent production activities and the Company’s investment portfolio.

Loan servicing fees increased by $13.1 million, or 33%, to $52.5 million in 2014, as compared to $39.4 million in 2013 and $18.6 million in 2012. Loan servicing fees increase as our average investment in mortgage loans and MSRs increases. During the year ended December 31, 2014 our average investment in mortgage loans increased by 49%, compared to increases of 91% and 34% during the years ended December 31, 2013 and 2012, respectively. Our servicing portfolio increased to $34.3 billion in 2014 from $25.8 billion in 2013 and $12.2 billion in 2012. Included in loan servicing fees are activity-based fees, which increased by $7.5 million and $8.1 million during the years ended December 31, 2014 and 2013, respectively, generally relating to the increase in loan resolution activities. We amended our servicing agreement with PLS effective January 1, 2014, to limit the supplemental fees we pay PLS to no more than $700,000 per quarter. During the years ended December 31, 2014 and 2013, we paid PLS $2.8 million and $944,000, respectively in supplemental servicing fees relating to our MSR servicing portfolio. Supplemental servicing fees are a component of the total base servicing fee and compensate PLS for providing certain services that are atypical for servicers to provide but required for us because we have no staff or infrastructure.

Loan servicing fees earned by PLS are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Mortgage loans acquired for sale at fair value:

        

Base

   $ 103       $ 262       $ 204   

Activity-based

     149         300         —     
  

 

 

    

 

 

    

 

 

 
  252      562      204   
  

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value:

Base

  18,953      16,458      14,128   

Activity-based

  19,608      11,814      4,276   
  

 

 

    

 

 

    

 

 

 
  38,561      28,272      18,404   
  

 

 

    

 

 

    

 

 

 

MSRs:

Base

  13,515      10,274      —     

Activity-based

  194      305      —     
  

 

 

    

 

 

    

 

 

 
  13,709      10,579      —     
  

 

 

    

 

 

    

 

 

 
$ 52,522    $ 39,413    $ 18,608   
  

 

 

    

 

 

    

 

 

 

Average investment in:

Mortgage loans acquired for sale at fair value

$ 568,959    $ 900,850    $ 452,824   
  

 

 

    

 

 

    

 

 

 

Distressed mortgage loans

$ 2,435,556    $ 1,632,260    $ 853,596   
  

 

 

    

 

 

    

 

 

 

Average mortgage loan servicing portfolio

$ 29,709,898    $ 20,670,861    $ 3,667,941   
  

 

 

    

 

 

    

 

 

 

                Loan fulfillment fees represent fees we pay to PLS for the services it performs on our behalf in connection with our acquisition, packaging and sale of mortgage loans. The fee is calculated as a percentage of the unpaid principal balance of the mortgage loans purchased. Loan fulfillment fees and related fulfillment volume are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands, except for average fulfillment fee rate)  

Fulfillment fee expense

   $ 48,719       $ 79,712       $ 62,906   

UPB of loans fulfilled by PLS

   $ 11,476,448       $ 15,225,153       $ 13,028,375   

Average fulfillment fee rate (in basis points)

     42         52         48   

Loan fulfillment fees decreased in the year ended December 31, 2014 by $31.0 million primarily due to the decrease in the volume of Agency-eligible mortgage loans we purchased in our correspondent production activities and a combination of contractual and discretionary reductions in the fulfillment fee rate charged by PLS. Loan fulfillment fees increased by $16.8 million during the year ended December 31, 2013 due to the growth in the volume of Agency-eligible and jumbo mortgage loans we purchased in our correspondent production activities that continued from 2012 through the second quarter of 2013. During the second half of 2013, the mortgage market contracted in response to increasing interest rates. While mortgage interest rates have decreased throughout 2014, mortgage interest rates did not decrease to the levels observed early in 2013 before they began to increase. Accordingly, our correspondent production volume has also decreased during this period from the levels observed through the first half of 2013, thereby reducing the related fulfillment fee expense.

 

71


Table of Contents

The components of our management fee earned by PCM are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Management fees:

  

Base

   $ 23,330       $ 19,644       $ 12,436   

Performance incentive

     11,705         12,766         —     
  

 

 

    

 

 

    

 

 

 

Total management fees incurred during the year

$ 35,035    $ 32,410    $ 12,436   
  

 

 

    

 

 

    

 

 

 

Management fees increased by $2.6 million and $20.0 million during the years ended December 31, 2014 and 2013, respectively, due to the effect of growth in shareholders’ equity on the base management fee we pay to PCM combined with recognition of performance incentive fees in 2013, which we did not incur in 2012. The decrease in performance incentive fees during 2014 as compared to 2013 reflects the decrease in our income in 2014 as compared to 2013. The increase in performance incentive fees in 2013 as compared to 2012 resulted in part from a change in our management agreement with PCM. Effective February 1, 2013, the management agreement was amended to adjust the basis on which both the base management fee and performance incentive fee are determined. Specifically, we amended:

 

    The base management fee rate from 1.5% per year of shareholders’ equity to a base management fee schedule based on tiered management fee rates beginning with a rate of 1.5% per year of shareholders’ equity for the first $2.0 billion of shareholders’ equity and reduced rates as the balance of shareholders’ equity increases. Our shareholders’ equity did not reach a level that would have resulted in a reduced base management fee rate.

 

    The definition of “net income” for purposes of determining the performance incentive fee to net income as determined in compliance with GAAP. Previously, “net income” for purposes of determining the performance incentive fee began with net income as determined in compliance with GAAP and made adjustments for non-cash gains and losses included in our income. As a result of this change, we recognized $11.7 million and $12.8 million in performance incentive fees during the years ended December 31, 2014 and 2013, respectively.

We expect our management fees to fluctuate in the future based on: (1) changes in our shareholders’ equity with respect to our base management fee; and (2) the level of our profitability in excess of the return thresholds specified in our management agreement with respect to the performance incentive fee.

Professional Services

Professional service expense increased $7,000 during 2014 as compared to 2013 primarily due to higher servicing and collection costs associated with the administration and sale of reperforming distressed loans, partially offset by decreased expenses associated with certain of our production activities and securitization expenses relating to transactions in 2013 which did not occur during 2014. Professional services expense increased by $2.3 million during 2013 as compared to 2012 due to the heightened level of mortgage investment acquisition activity which requires support in the form of due diligence and legal consultations as well as costs associated with the securitization of jumbo loans during the year.

 

72


Table of Contents

Other Expenses

Other expenses are summarized below:

 

     Year ended December 31,  
     2014     2013      2012  
     (in thousands)  

Common overhead allocation from PFSI

   $ 10,477      $ 10,423       $ 4,183   

Servicing and collection costs

     6,892        1,861         1,577   

Loan origination

     2,638        4,584         752   

Insurance

     989        890         762   

Technology

     984        826         701   

Securitization

     (150     1,742         —     

Other expenses

     2,463        2,735         1,582   
  

 

 

   

 

 

    

 

 

 
   $ 24,293      $ 23,061       $ 9,557   
  

 

 

   

 

 

    

 

 

 

Other expenses increased during the year ended December 31, 2014 as compared to the year ended December 31, 2013 by $1.2 million primarily due to higher servicing and collection costs associated with the administration and sale of seasoned distressed loans, partially offset by decreased expenses associated with certain of our correspondent production activities and securitization expenses relating to a transaction in 2013 which did not recur during 2014.

Income Taxes

Previously, we had elected to treat two of our subsidiaries as TRSs. In the quarter ended September 30, 2012, we revoked the election to treat our wholly owned subsidiary that is the sole general partner of our Operating Partnership as a TRS. As a result, beginning September 1, 2012, only PMC is treated as a TRS. Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to the REIT. No such dividend distributions have been made to date.

A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC and, for the period for which TRS treatment had been elected, the sole general partner of our Operating Partnership is included in the accompanying Consolidated Statements of Income.

In general, cash dividends declared by us will be considered ordinary income to shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital.

 

73


Table of Contents

Below is a reconciliation of GAAP year to date net income to taxable income (loss) and the allocation of taxable income (loss) between the TRS and the REIT:

 

                 Taxable income (loss)  

Year ended December 31, 2014

   GAAP
net income
    GAAP/Tax
differences
    Total taxable
income (loss)
    Taxable
subsidiaries
    REIT  
     (in thousands)  

Net investment income

          

Net gain (loss) on mortgage loans acquired for sale

   $ 35,647      $ (117,201   $ (81,554   $ (81,554   $ —     

Loan origination fees

     18,184        —          18,184        18,184        —     

Net interest income (expense)

     86,759        17,073        103,832        (24,614     128,446   

Net gain on investments

     201,809        (57,577     144,232        47,562        96,670   

Net loan servicing fees

     37,893        53,242        91,135        91,135        —     

Results of real estate acquired in settlement of loans

     (32,451     12,352        (20,099     (20,099     —     

Other

     8,900        —          8,900        2,160        6,740   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

  356,741      (92,111   264,630      32,774      231,856   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Expenses

  177,277      (1,225   176,052      118,712      57,340   

REIT dividend deduction

  —        174,128      174,128      —        174,128   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

  177,277      172,903      350,180      118,712      231,468   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before provision

for (benefit from) income taxes

  179,464      (265,014   (85,550   (85,938   388   

(Benefit) provision for income taxes

  (15,080   14,760      (320   (708   388   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

$ 194,544    $ (279,774 $ (85,230 $ (85,230 $ —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

74


Table of Contents

Balance Sheet Analysis

Following is a summary of key balance sheet items:

 

     December 31,      December 31,  
     2014      2013  
     (in thousands)  

Assets

     

Cash

   $ 76,386       $ 27,411   

Investments:

     

Short-term investments

     139,900         92,398   

Mortgage-backed securities

     307,363         197,401   

Mortgage loans acquired for sale at fair value

     637,722         458,137   

Mortgage loans at fair value

     2,726,952         2,818,445   

Excess servicing spread

     191,166         138,723   

Derivative assets

     11,107         7,976   

Real estate acquired in settlement of loans

     303,228         148,080   

Mortgage servicing rights

     357,780         290,572   
  

 

 

    

 

 

 
  4,675,218      4,151,732   

Other assets

  152,692      131,774   
  

 

 

    

 

 

 

Total assets

$ 4,904,296    $ 4,310,917   
  

 

 

    

 

 

 

Liabilities

Borrowings:

Assets sold under agreements to repurchase and mortgage loan participation and sale agreement

$ 2,750,366    $ 2,039,605   

Borrowings under forward purchase agreements

  —        226,580   

Asset-backed secured financing of the variable interest entity

  165,920      165,415   

Exchangeable senior notes

  250,000      250,000   
  

 

 

    

 

 

 
  3,166,286      2,681,600   

Other liabilities

  159,838      162,203   
  

 

 

    

 

 

 

Total liabilities

  3,326,124      2,843,803   

Shareholders’ equity

  1,578,172      1,467,114   
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

$ 4,904,296    $ 4,310,917   
  

 

 

    

 

 

 

Total assets increased by $593.4 million, or 13.8%, during the year ended December 31, 2014, primarily due to an increase in mortgage loans acquired for sale at fair value, REO, MBS, MSR and ESS of $179.6 million, $155.1 million, $110.0 million, $67.2 million and $52.4 million, respectively. These increases were partly offset by a $91.5 million decrease in mortgage loans at fair value. Our acquisitions are summarized below.

Asset Acquisitions

Correspondent Production

Following is a summary of our correspondent production acquisitions:

 

     Year ended December 31,  
     2014      2013      2012      2011      2010  
     (in thousands)  

Correspondent production loan purchases:

              

Government-insured or guaranteed acquired for sale to PennyMac Loan Services, LLC

   $ 16,523,216       $ 16,068,253       $ 8,969,220       $ 623,540       $ 20,810   

Agency-eligible

     11,474,345         15,358,372         13,463,121         660,862         9,249   

Jumbo

     383,854         582,996         10,795         34,361         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
$ 28,381,415    $ 32,009,621    $ 22,443,136    $ 1,318,763    $ 30,059   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Fair value of correspondent production loans in inventory at year end

$ 637,722    $ 458,137    $ 975,184    $ 232,016    $ 3,966   

Gain on mortgage loans acquired for sale

$ 35,647    $ 98,669    $ 147,675    $ 7,633    $ 18   

During 2014, we purchased for sale $28.4 billion in fair value of correspondent production loans compared to $32.0 billion in fair value of correspondent production loans during 2013 and $22.4 billion during 2012. The decrease in correspondent purchases during 2014 as compared to 2013 is a result of the effect of the rising interest rate environment through most of 2013 on the demand for mortgage loans

 

75


Table of Contents

during 2014, partly offset by the impact of the continued growth of our correspondent network. The increase in correspondent purchases during 2013 as compared to 2012 was a result of our growing correspondent seller network relationships and the strong demand for mortgage loans through the first half of 2013. During the second half of 2013, our correspondent production volume began to decrease as a result of increasing interest rates.

Our ability to continue the expansion of our correspondent production business is subject to, among other factors, our ability to source additional mortgage loan volume, our ability to obtain additional inventory financing and our ability to fund the portion of the loans not financed, either through cash flows from business activities or the raising of additional equity capital. There can be no assurance that we will be successful in increasing our borrowing capacity or in obtaining the additional equity capital necessary or that we will be able to identify additional sources of mortgage loans.

Investment Portfolio

Following is a summary of our acquisitions of mortgage investments other than correspondent production acquisitions as shown in the preceding table:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

MBS

   $ 185,972       $ 199,558       $ 112,211   

Agency debt security

     —           12,000         —     

Distressed mortgage loans(1)(2)

        

Performing

     735         63,783         128,221   

Nonperforming

     553,869         1,242,778         414,545   
  

 

 

    

 

 

    

 

 

 
  554,604      1,306,561      542,766   

REO(2)

  3,117      120      297   

MSRs

  121,333      184,451      134,702   

ESS purchased from PennyMac Financial Services, Inc.

  99,728      139,028      —     
  

 

 

    

 

 

    

 

 

 
$ 964,754    $ 1,841,718    $ 789,976   
  

 

 

    

 

 

    

 

 

 

 

(1) Performance status as of the date of acquisition.
(2) $26.8 million, $443.2 million, and $504.8 million of our distressed asset purchases during the years ended December 31, 2014, 2013 and 2012, respectively, were acquired from or through one or more subsidiaries of Citigroup Inc.

Our acquisitions during the years ended December 31, 2014, 2013 and 2012 were financed through the use of a combination of equity and borrowings. We continue to identify additional means of increasing our investment portfolio through cash flow from our business profitability, existing investments, borrowings, and transactions that minimize current cash outlays. However, we expect that, over time, our ability to continue our investment activities portfolio growth will depend on our ability to raise additional equity capital.

Investment Portfolio Composition

Mortgage-Backed Securities

Following is a summary of our MBS holdings:

 

     December 31, 2014     December 31, 2013  
                   Average                   Average  
     Fair
value
     Principal      Life
(in years)
     Coupon     Market
yield
    Fair
value
     Principal      Life
(in years)
     Coupon     Market
yield
 
     (dollars in thousands)  

Agency:

                          

Freddie Mac

   $ 139,577       $ 133,964         6.46         3.50     2.70   $ 141,106       $ 142,186         7.23         3.50     3.63

Fannie Mae

     55,941         53,559         7.13         3.50     2.73     56,295         56,593         7.49         3.50     3.57
  

 

 

    

 

 

           

 

 

    

 

 

         
  195,518      187,523      197,401      198,779   

Non Agency prime jumbo

  111,845      111,270      4.77      3.49   3.31   —        —        —        0.00   0.00
  

 

 

    

 

 

           

 

 

    

 

 

         
$ 307,363    $ 298,793      —        3.50   3.00 $ 197,401    $ 198,779      7.30      3.50   3.59
  

 

 

    

 

 

           

 

 

    

 

 

         

 

76


Table of Contents

Mortgage Loans

The relationship of the fair value of our mortgage loans at fair value (excluding mortgage loans acquired for sale at fair value) to the real estate collateral underlying the loans is summarized below:

 

     December 31, 2014      December 31, 2013  
     Loan      Collateral      Loan      Collateral  
     (in thousands)  

Fair values:

           

Performing loans

   $ 664,266       $ 935,385       $ 647,266       $ 986,075   

Nonperforming loans

     1,535,317         2,246,585         1,647,527         2,331,605   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 2,199,583    $ 3,181,970    $ 2,294,793    $ 3,317,680   
  

 

 

    

 

 

    

 

 

    

 

 

 

The collateral values presented above do not represent our assessment of the amount of future cash flows to be realized from the mortgage loans and/or underlying collateral. Future cash flows will be influenced by, among other considerations, our asset disposition strategies with respect to individual loans, the costs and expenses we incur in the disposition process, changes in borrower performance and the underlying collateral values.

The collateral values summarized above are estimated and may change over time due to various factors including our level of access to the properties securing the loans, changes in the real estate market or the condition of individual properties. The collateral values presented do not include any costs that would typically be incurred in obtaining the property in settlement of the loan, readying the property for sale or in the sale of a property.

 

77


Table of Contents

Following is a summary of the distribution of our mortgage loans at fair value (excluding mortgage loans acquired for sale at fair value and mortgage loans held in a VIE):

 

     December 31, 2014     December 31, 2013  
     Performing loans     Nonperforming loans     Performing loans     Nonperforming loans  
                  Average                  Average                  Average                  Average  
     Fair      %     note     Fair      %     note     Fair      %     note     Fair      %     note  

Loan type

   value      total     rate     value      total     rate     value      total     rate     value      total     rate  
     (dollars in thousands)     (dollars in thousands)  

Fixed

   $ 322,704         49     4.81   $ 653,313         43     5.88   $ 329,899         51     5.00   $ 751,611         46     6.03

ARM/Hybrid

     127,405         19     3.28     846,282         55     5.01     184,837         29     3.46     877,086         53     5.07

Interest rate step-up

     213,999         32     2.29     34,854         2     2.30     132,391         20     2.32     18,830         1     3.31

Balloon

     158         0     1.97     868         0     5.16     139         0     2.00     —           0     0.00
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
$ 664,266      100   3.68 $ 1,535,317      100   5.31 $ 647,266      100   4.01 $ 1,647,527      100   5.50
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
     December 31, 2014     December 31, 2013  
     Performing loans     Nonperforming loans     Performing loans     Nonperforming loans  
                  Average                  Average                  Average                  Average  
     Fair      %     note     Fair      %     note     Fair      %     note     Fair      %     note  

Lien position

   value      total     rate     value      total     rate     value      total     rate     value      total     rate  
     (dollars in thousands)           (dollars in thousands)  

1st lien

   $ 663,686         100     3.67   $ 1,535,139         100       5.30   $ 646,703         100     4.01   $ 1,647,457         100     5.50

2nd lien

     580         0     4.53     178         0     8.72     563         0     4.97     70         0     10.62

Unsecured

     —           0     0.00     —           0     0.00     —           0     0.01     —           0     0.35
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
$ 664,266      100   3.68 $ 1,535,317      100   5.31 $ 647,266      100   4.01 $ 1,647,527      100   5.50
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
     December 31, 2014     December 31, 2013  
     Performing loans     Nonperforming loans     Performing loans     Nonperforming loans  
                  Average                  Average                  Average                  Average  
     Fair      %     note     Fair      %     note     Fair      %     note     Fair      %     note  

Occupancy

   value      total     rate     value      total     rate     value      total     rate     value      total     rate  
     (dollars in thousands)           (dollars in thousands)  

Owner occupied

   $ 524,833         79     3.78   $ 926,637         60       5.21   $ 543,633         84     4.02   $ 915,279         56     5.47

Investment property

     137,347         21     3.27     607,086         40     5.45     95,181         15     3.95     729,558         44     5.54

Other

     2,086         0     4.22     1,594         0     5.44     8,452         1     4.13     2,690         0     5.10
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
$ 664,266      100   3.68 $ 1,535,317      100   5.31 $ 647,266      100   4.01 $ 1,647,527      100   5.50
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
     December 31, 2014     December 31, 2013  
     Performing loans     Nonperforming loans     Performing loans     Nonperforming loans  
                  Average                  Average                  Average                  Average  
     Fair      %     note     Fair      %     note     Fair      %     note     Fair      %     note  

Loan age

   value      total     rate     value      total     rate     value      total     rate     value      total     rate  
     (dollars in thousands)           (dollars in thousands)  

Less than 12 months

   $ 167         0     4.51   $ —           0     4.63   $ 444         0     3.54   $ —           0     0.42

12 - 35 months

     401         0     4.01     38         0     3.86     11,063         2     2.64     3,075         0     4.07

36 - 59 months

     18,061         3     3.67     22,136         1     3.31     54,150         8     3.49     55,669         3     4.25

60 months or more

     645,637         97     3.67     1,513,143         99     5.34     581,609         90     4.09     1,588,783         97     5.55
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
$ 664,266      100   3.68 $ 1,535,317      100.0   5.31 $ 647,266      100   4.01 $ 1,647,527      100   5.50
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   

 

78


Table of Contents
     December 31, 2014     December 31, 2013  
     Performing loans     Nonperforming loans     Performing loans     Nonperforming loans  
                  Average                  Average                  Average                  Average  
     Fair      %     note     Fair      %     note     Fair      %     note     Fair      %     note  

Origination FICO score

   value      total     rate     value      total     rate     value      total     rate     value      total     rate  
     (dollars in thousands)     (dollars in thousands)  

Less than 600

   $ 166,135         25     4.14   $ 249,049         16     5.52   $ 159,814         25     4.51   $ 306,375         19     5.93

600-649

     133,681         20     3.90     263,560         17     5.33     130,561         20     4.33     303,402         18     5.60

650-699

     167,970         25     3.61     455,709         30     5.32     157,600         24     3.85     469,526         28     5.42

700-749

     143,759         22     3.14     408,162         27     5.22     131,930         20     3.40     399,819         24     5.26

750 or greater

     52,721         8     3.17     158,837         10     5.06     67,361         11     3.52     168,405         11     5.29
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
$ 664,266      100   3.68 $ 1,535,317      100   5.31 $ 647,266      100   4.01 $ 1,647,527      100   5.50
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
     December 31, 2014     December 31, 2013  
     Performing loans     Nonperforming loans     Performing loans     Nonperforming loans  
                  Average                  Average                  Average                  Average  
     Fair      %     note     Fair      %     note     Fair      %     note     Fair      %     note  

Current loan-to-value (1)

   value      total     rate     value      total     rate     value      total     rate     value      total     rate  
     (dollars in thousands)     (dollars in thousands)  

Less than 80%

   $ 143,964         22     4.37   $ 297,061         19     5.30   $ 145,449         23     4.49   $ 223,442         14     5.60

80% - 99.99%

     168,140         25     3.73     389,938         25     5.36     188,505         29     4.00     355,451         22     5.34

100% - 119.99%

     204,820         31     3.53     382,264         26     5.23     174,830         27     3.83     413,316         25     5.50

120% or greater

     147,342         22     3.37     466,054         30     5.33     138,482         21     3.89     655,318         39     5.54
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
$ 664,266      100   3.68 $ 1,535,317      100   5.31 $ 647,266      100   4.01 $ 1,647,527      100   5.50
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   

 

(1) Current loan-to-value is calculated based on the unpaid principal balance of the mortgage loan and our estimate of the value of the mortgaged property.

 

     December 31, 2014     December 31, 2013  
     Performing loans     Nonperforming loans     Performing loans     Nonperforming loans  
                  Average                  Average                  Average                  Average  
     Fair      %     note     Fair      %     note     Fair      %     note     Fair      %     note  

Geographic distribution

   value      total     rate     value      total     rate     value      total     rate     value      total     rate  
     (dollars in thousands)     (dollars in thousands)  

California

   $ 188,307         28     3.06   $ 293,219         19     4.50   $ 184,457         28     3.37   $ 370,347         23     4.60

New York

     61,785         9     3.48     321,176         21     5.76     55.115         9     3.68     234,362         14     5.91

Florida

     47,890         7     3.54     167,722         11     5.79     37,944         6     4.29     188,021         11     5.97

New Jersey

     31,698         5     3.03     195,648         13     5.54     *         *        *        161,344         10     5.65

Other

     334,586         51     4.14     557,552         36     5.20     369,750         57     4.47     693,453         42     5.68
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
$ 664,266      100   3.68 $ 1,535,317      100   5.31 $ 647,266      100   4.01 $ 1,647,527      100   5.50
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
     December 31, 2014     December 31, 2013  
     Performing loans     Nonperforming loans     Performing loans     Nonperforming loans  
                  Average                  Average                  Average                  Average  
     Fair      %     note     Fair      %     note     Fair      %     note     Fair      %     note  

Payment status

   value      total     rate     value      total     rate     value      total     rate     value      total     rate  
     (dollars in thousands)     (dollars in thousands)  

Current

   $ 477,773         72     3.53   $ —           0     0.00   $ 501,218         77     3.90   $ —           0     0.00

30 days delinquent

     114,179         17     4.16     —           0     0.00     100,395         16     4.32     —           0     0.00

60 days delinquent

     72,314         11     3.88     —           0     0.00     45,653         7     4.40     —           0     0.00

90 days or more

                            

delinquent

     —           0     0.00     608,144         40     4.76     —           0     0.00     738,043         45     5.11

In foreclosure

     —           0     0.00     927,173         60     5.66     —           0     0.00     909,484         55     5.82
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   
$ 664,266      100   3.68 $ 1,535,317      100   5.31 $ 647,266      100   4.01 $ 1,647,527      100   5.50
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

   

We believe that our current fair value estimates are representative of fair value at the reporting date. However, the market for distressed mortgage assets is illiquid with a limited number of participants. Furthermore, our business strategy is to enhance value during the period in which the loans are held. Therefore, any resulting appreciation or depreciation in the fair value of the loans is recorded during such holding period and ultimately realized at the end of the holding period.

 

79


Table of Contents

Following is a comparison of the valuation techniques and key inputs we use in the valuation of our mortgage loans using “Level 3” inputs:

 

Key inputs

   December 31, 2014    December 31, 2013

Mortgage loans at fair value

     

Discount rate

     

Range

   2.3% – 15.0%    8.7% – 16.9%

Weighted average

   7.7%    12.7%

Twelve-month projected housing price index change

     

Range

   4.0% – 5.3%    2.5% – 4.3%

Weighted average

   4.8%    3.7%

Prepayment speed (1)

     

Range

   0.0% – 6.5%    0.0% – 3.9%

Weighted average

   3.1%    2.0%

Total prepayment speed (2)

     

Range

   0.0% – 27.9%    0.3% – 33.9%

Weighted average

   21.6%    24.3%

Mortgage loans under forward purchase agreements

     

Discount rate

     

Range

   —      9.5% – 13.5%

Weighted average

   —      11.9%

Twelve-month projected housing price index change

     

Range

   —      3.3% – 4.2%

Weighted average

   —      3.8%

Prepayment speed (1)

     

Range

   —      1.1% – 2.9%

Weighted average

   —      2.2%

Total prepayment speed (2)

     

Range

   —      13.4% – 27.9%

Weighted average

   —      22.8%

 

(1) Prepayment speed is measured using Life Voluntary CPR.
(2) Total prepayment speed is measured using Life Total CPR.

We monitor and value our investments in pools of distressed mortgage loans either by acquisition date or by payment status of the loans. Most of the measures we use to value and monitor the loan portfolio, such as projected prepayment and default speeds and discount rates, are applied or output at the pool level. The characteristics of the individual loans, such as loan size, loan-to-value ratio and current delinquency status, can vary widely within a pool.

The weighted average discount rate used in the valuation of mortgage loans at fair value decreased from 12.7% at December 31, 2013 to 7.7% at December 31, 2014 because observed market returns for similar assets decreased during the period and our projections of interest collections for curing delinquent mortgage loans were revised.

The weighted average twelve-month projected housing price index (“HPI”) change increased from 3.7% at December 31, 2013 to 4.8% at December 31, 2014 due to improved forecasts for real estate price appreciation.

The total prepayment speed of our portfolio of mortgage loans at fair value decreased from 24.3% at December 31, 2013 to 21.6% at December 31, 2014, largely due to lower expectations of prepayment speeds on certain mortgage loans that have seasoned in our portfolio.

 

80


Table of Contents

Real Estate Acquired in Settlement of Loans

Following is a summary of our REO by attribute as of the dates presented:

 

     December 31, 2014     December 31, 2013  

Property type

   Fair value      % total     Fair value      % total  
     (dollars in thousands)  

1 - 4 dwelling units

   $ 212,728         70   $ 108,341         73

Planned unit development

     51,124         17     23,106         16

Condominium/Co-op

     31,948         11     9,805         7

5+ dwelling units

     7,428         2     6,828         5
  

 

 

    

 

 

   

 

 

    

 

 

 
   $ 303,228         100   $ 148,080         100
  

 

 

    

 

 

   

 

 

    

 

 

 
     December 31, 2014     December 31, 2013  

Geographic distribution

   Fair value      % total     Fair value      % total  
     (dollars in thousands)  

California

   $ 85,213         28   $ 25,224         17

Florida

     47,421         16     21,659         15

Maryland

     34,427         11     7,688         5

Illinois

     14,963         5     *         *   

Other

     121,204         40     93,509         63
  

 

 

    

 

 

   

 

 

    

 

 

 
   $ 303,228         100   $ 148,080         100
  

 

 

    

 

 

   

 

 

    

 

 

 

 

* Not included in the states representing the largest percentages as of the date presented.

Following is a summary of the status of our portfolio of acquisitions by quarter acquired (excluding acquisitions for the quarter ended December 31, 2014 due to close proximity of current status to quarter-end):

 

     Acquisitions for the quarter ended  
     September 30, 2014     June 30, 2014     March 31, 2014  
     At     December 31,     At     December 31,     At     December 31,  
     purchase     2014     purchase     2014     purchase     2014  
     (dollars in millions)  

Unpaid principal balance

   $ 0.0      $ 0.0      $ 37.9      $ 35.9      $ 439.0      $ 399.8   

Pool factor (1)

     —          —          1.00        0.95        1.00        0.91   

Collection status:

            

Delinquency

            

Current

     0.0     0.0     0.7     6.4     6.2     13.1

30 days

     0.0     0.0     0.6     2.1     0.7     1.5

60 days

     0.0     0.0     1.4     5.0     0.7     1.7

over 90 days

     0.0     0.0     59.0     37.9     37.5     16.4

In foreclosure

     0.0     0.0     38.2     42.7     53.8     56.9

REO

     0.0     0.0     0.0     5.8     1.1     10.3

 

81


Table of Contents
    Acquisitions for the quarter ended  
    December 31, 2013     September 30, 2013     June 30, 2013     March 31, 2013  
    At     December 31,     At     December 31,     At     December 31,     At     December 31,  
    purchase     2014     purchase     2014     purchase     2014     purchase     2014  
    (dollars in millions)  

Unpaid principal balance

  $ 507.3      $ 458.5      $ 929.5      $ 761.5      $ 397.3      $ 312.5      $ 366.2      $ 231.2   

Pool factor (1)

    1.00        0.90        1.00        0.82        1.00        0.79        1.00        0.63   

Collection status:

               

Delinquency

               

Current

    1.4     10.6     0.8     16.7     4.8     21.3     1.6     37.4

30 days

    0.2     1.5     0.3     1.9     7.4     6.3     1.5     9.6

60 days

    0.0     0.5     0.7     1.1     7.6     4.5     3.5     4.4

over 90 days

    38.3     20.7     58.6     23.7     45.3     25.3     82.2     19.0

In foreclosure

    60.0     53.6     39.6     39.7     34.9     28.6     11.2     19.2

REO

    0.0     13.2     0.0     16.9     0.0     14.0     0.0     10.5
    Acquisitions for the quarter ended  
    December 31, 2012     September 30, 2012     June 30, 2012     March 31, 2012  
    At     December 31,     At     December 31,     At     December 31,     At     December 31,  
  purchase     2014     purchase     2014     purchase     2014     purchase     2014  
    (dollars in millions)  

Unpaid principal balance

  $ 290.3      $ 174.9      $ 357.2      $ 191.6      $ 402.5      $ 149.1      $ 0.0      $ 0.0   

Pool factor (1)

    1.00        0.60        1.00        0.54        1.00        0.37        —          —     

Collection status:

               

Delinquency

               

Current

    3.1     27.9     0.0     20.8     45.0     30.9     0.0     0.0

30 days

    1.3     8.1     0.0     3.1     4.0     11.9     0.0     0.0

60 days

    5.4     4.6     0.1     1.7     4.3     6.7     0.0     0.0

over 90 days

    57.8     18.1     49.1     17.8     31.3     22.8     0.0     0.0

In foreclosure

    32.4     24.2     50.8     37.0     15.3     20.4     0.0     0.0

REO

    0.0     17.1     0.0     19.5     0.1     7.3     0.0     0.0
    Acquisitions for the quarter ended  
    December 31, 2011     September 30, 2011     June 30, 2011     March 31, 2011  
    At     December 31,     At     December 31,     At     December 31,     At     December 31,  
  purchase     2014     purchase     2014     purchase     2014     purchase     2014  
    (dollars in millions)  

Unpaid principal balance

  $ 49.0      $ 25.7      $ 542.6      $ 158.2      $ 259.8      $ 89.7      $ 515.0      $ 159.6   

Pool factor (1)

    1.00        0.53        1.00        0.29        1.00        0.35        1.00        0.31   

Collection status:

             

Delinquency

             

Current

    0.2     27.0     0.6     22.4     11.5     26.2     2.0     22.8

30 days

    0.1     3.9     1.3     5.5     6.5     9.0     1.9     5.0

60 days

    0.2     8.2     2.0     3.3     5.2     5.0     3.9     2.9

over 90 days

    70.4     27.9     22.6     22.4     31.2     25.6     25.9     19.2

In foreclosure

    29.0     24.2     73.0     30.8     43.9     20.2     66.3     37.6

REO

    0.0     8.7     0.4     15.5     1.7     14.0     0.0     12.6

 

(1) Ratio of unpaid principal balance remaining to unpaid principal balance at acquisition.

Cash Flows

Our cash flows resulted in a net increase in cash of $49.0 million during the year ended December 31, 2014. The increase was due to cash provided by our investing and financing activities exceeding cash used by our operating activities.

 

82


Table of Contents

Operating activities

Cash used by operating activities totaled $366.0 million during the year ended December 31, 2014 and $242.8 million during the year ended December 31, 2013, primarily due to growth in our inventory of mortgage loans acquired for sale and the receipt of MSRs as a portion of the proceeds on sale of mortgage loans acquired for sale.

Investing activities

Net cash provided by investing activities was $28.0 million for the year ended December 31, 2014. This source of cash reflects repayments in excess of new investments in our portfolio during the year. During 2014, repayments and sales of our investments totaled $921.1 million while purchases totaled $839.5 million. The change in cash flows from investing activities reflects increased sales of reperforming mortgage loans and less attractive pricing to purchase distressed mortgage assets.

Net cash used by investing activities was $1.0 billion for the year ended December 31, 2013. This use of cash reflects the growth of our investment portfolio. We used cash to purchase MBS and an Agency debt security totaling $211.6 million, mortgage loans with fair values of $1.1 billion and ESS of $139.0 million during the year ended December 31, 2013. Offsetting this use in cash were cash inflows from repayments of mortgage loans and sales of REO totaling $270.5 million and $121.5 million, respectively. We accomplished the 2013 acquisitions primarily through secondary equity offerings and the issuance of Notes during the year.

Net cash used by investing activities was $111.4 million for the year ended December 31, 2012. This use of cash reflected the growth of our investment portfolio. We used cash to purchase mortgage loans and MBS with fair values of $541.7 million and $112.2 million, respectively. Offsetting these uses in cash were cash inflows from the maturity of a United States Treasury security and the sales and repayments from MBS, mortgage loans and REO totaling $50.0 million, $189.2 million, $184.2 million and $136.4 million, respectively. This contrasts with cash used by investing activities totaling $269.2 million during the year ended December 31, 2011. We accomplished the 2012 acquisitions primarily through secondary equity offerings during the year, supplemented by the use of additional borrowings.

Approximately 39% of our investments, comprised of short-term investments, non-correspondent production mortgage loans, REO and MSRs, were nonperforming assets as of December 31, 2014. Nonperforming assets include mortgage loans delinquent 90 or more days and REO. Accordingly, we expect that these assets will require a longer period to produce cash flow and the timing and amount of cash flows from these assets is less certain than for performing assets. During the year ended December 31, 2014, we transferred $364.9 million of mortgage loans to REO and realized cash proceeds from the sales and repayments of mortgage loans at fair values and REO totaling $392.1 million.

As discussed above, our investing activities include the purchase of long-term assets which are not presently cash flowing or are at risk of interruption of cash flows in the near future. Furthermore, much of the investment income we recognize is in the form of valuation adjustments we record recognizing our estimates of the net appreciation in value of the assets as we work with borrowers to either modify their loans or acquire the property securing their loans in settlement thereof. Accordingly, the cash associated with a substantial portion of our revenues is often realized as part of the proceeds of the liquidation of the assets, either through payoff or sale of the mortgage loan or through acquisition and subsequent sale of the property securing the loans, many months after we record the revenues.

Financing activities

Net cash provided by financing activities was $387 million for the year ended December 31, 2014. We increased borrowings primarily for the purpose of financing growth in our inventory of mortgage loans acquired for sale. As discussed below in Liquidity and Capital Resources, our Manager continues to evaluate and pursue additional sources of financing to provide us with future operating and investing capacity.

Net cash provided by financing activities was $1.3 billion for the year ended December 31, 2013, during which we completed an underwritten offering of our common shares, increased borrowings through the issuance of long-term debt in the form of exchangeable senior notes with a maturity date of May 1, 2020, sold a portion of our securities backed by our investment in jumbo mortgage loans and increased borrowings in the form of sales of assets under agreements to repurchase. We increased borrowings primarily for the purpose of financing growth in our mortgage loans at fair value, inventory of mortgage loans acquired for sale and acquisition of MSRs through our loan sale activity. We also obtained non-cash financing through the use of forward purchase agreements to purchase pools of nonperforming loans amounting to $246.6 million in fair value.

 

83


Table of Contents

Net cash provided by financing activities was $951.0 million for the year ended December 31, 2012. These funds were procured primarily to finance the acquisition of additional mortgage loans. Cash provided by financing activities was primarily due to a secondary equity offering supported by additional borrowings.

We do not raise equity or enter into borrowings for the purpose of financing the payment of dividends. We believe that our cash flows from the liquidation of our investments, which include accumulated gains recorded during the periods we hold those investments, along with our cash earnings, are adequate to fund our operating expenses and dividend payment requirements. However, as our business continues to grow, we manage our liquidity in the aggregate and are reinvesting our cash flows in new investments as well as using such cash to fund our dividend requirements.

Liquidity and Capital Resources

Our liquidity reflects our ability to meet our current obligations (including the purchase of loans from correspondent lenders, our operating expenses and, when applicable, retirement of, and margin calls relating to, our debt and derivatives positions), make investments as our Manager identifies them and make distributions to our shareholders. We generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to our shareholders to qualify as a REIT under the Internal Revenue Code. This distribution requirement limits our ability to retain earnings and thereby replenish or increase capital to support our activities.

We expect our primary sources of liquidity to be proceeds from liquidations from our portfolio of distressed assets, cash earnings on our investments, cash flows from business activities, and proceeds from borrowings and/or additional equity offerings. We do not expect repayments from contractual cash flows from our investments to be a primary source of liquidity as the majority of our distressed asset investments are nonperforming. Our portfolio of distressed mortgage loans was acquired with the expectation that the majority of the cash flows associated with these investments would result from liquidation of the property securing the loan, rather than from scheduled principal and interest payments. Our mortgage loans acquired for sale are generally held for fifteen days or less and, therefore, are not expected to generate significant cash flows from principal repayments.

Our current leverage strategy is to finance our assets where we believe such borrowing is prudent, appropriate and available. We have made borrowings in the form of borrowings under forward purchase agreements, sales of assets under agreements to repurchase, and mortgage loan participation and sale agreement. To the extent available to us, we expect in the future to obtain long-term financing for assets with estimated future lives of more than one year; this may include term financing and securitization of performing (including newly purchased jumbo mortgage loans), nonperforming and/or reperforming mortgage loans.

We will continue to finance most of our assets on a short-term basis until long-term financing becomes more available. Our short-term financings will be primarily in the form of agreements to repurchase and other secured lending and structured finance facilities, pending the ultimate disposition of the assets, whether through sale, securitization or liquidation. Because a significant portion of our current debt facilities consist of short-term borrowings, we expect to renew these facilities in advance of maturity in order to ensure our ongoing liquidity and access to capital or otherwise allow ourselves sufficient time to replace any necessary financing.

Our repurchase agreements represent the sales of assets together with agreements for us to buy back the assets at a later date. During the year ended December 31, 2014, the average balance outstanding under agreements to repurchase securities, mortgage loans, mortgage loans acquired for sale, mortgage loans held by variable interest entity and REO totaled $2.5 billion, and the maximum daily amount outstanding under such agreements totaled $3.2 billion. The difference between the maximum and average daily amounts outstanding was due to the seasonal nature of our correspondent acquisition business and timing of distressed loan acquisitions. The total facility size of our borrowings was approximately $3.5 billion at December 31, 2014.

 

84


Table of Contents

As of December 31, 2014 and December 31, 2013, we financed our investments in MBS, our inventory of mortgage loans acquired for sale at fair value, mortgage loans at fair value, mortgage loans at fair value held by VIE, and REO under agreements to repurchase and forward purchase agreements as follows:

 

     December 31, 2014     December 31, 2013  
     (dollars in thousands)  

Assets financed

   $ 3,797,580      $ 3,447,587   

Total assets in classes of assets financed

   $ 3,975,265      $ 3,787,478   

Borrowings

   $ 2,916,286      $ 2,431,600   

Percentage of invested assets pledged

     96     91

Advance rate against pledged assets

     77     71

Leverage ratio (1)

     2.01x        1.83x   

 

(1) All borrowings divided by shareholders’ equity at period end.

As discussed above, all of our repurchase agreements and forward purchase agreements and our mortgage loan participation and sale agreement have short-term maturities:

 

    The transactions relating to mortgage loans and REO under agreements to repurchase generally provide for terms of approximately one year and, in one instance, two years.

 

    The transactions relating to mortgage loans under forward purchase agreements settled in full during the second quarter of the year ended December 31, 2014.

 

    The transactions relating to mortgage loans under mortgage loan participation and sale agreement provide for terms of approximately one year.

We do not currently have secured financing for our investments in MSRs and excess servicing spread. Direct leverage on these assets has been difficult to obtain due to the requirement of each Agency that its rights and interest in the MSRs and ESS remain senior to those of any lender extending credit. As we continue to aggregate MSRs and acquire ESS, the lack of available financing could place stress on our capital and liquidity positions or require us to forego attractive investment opportunities.

Our debt financing agreements require us and certain of our subsidiaries to comply with various financial covenants. As of the filing of this Report, these financial covenants include the following:

 

    profitability at the Company for at least one (1) of the previous two consecutive fiscal quarters, as of the end of each fiscal quarter, and for both the prior two (2) calendar quarters, and at the Company and our Operating Partnership for the prior three (3) calendar quarters;

 

    a minimum of $40 million in unrestricted cash and cash equivalents among the Company and/or our subsidiaries; a minimum of $40 million in unrestricted cash and cash equivalents among our Operating Partnership and its consolidated subsidiaries; a minimum of $25 million in unrestricted cash and cash equivalents between PMC and PMH; and a minimum of $10 million in unrestricted cash and cash equivalents at each of PMC and PennyMac Holdings, LLC (f/k/a PennyMac Mortgage Investment Trust Holdings I, LLC (“PMH”));

 

    a minimum tangible net worth for the Company of $860 million; a minimum tangible net worth for our Operating Partnership of $700 million; a minimum tangible net worth for PMH of $250 million; and a minimum tangible net worth for PMC of $150 million;

 

    a maximum ratio of total liabilities to tangible net worth of less than 10:1 for PMC and PMH and 5:1 for the Company and our Operating Partnership; and

 

    at least two warehouse or repurchase facilities that finance amounts and assets similar to those being financed under our existing debt financing agreements.

Although these financial covenants limit the amount of indebtedness we may incur and impact our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to successfully operate our business and obtain the financing necessary to achieve that purpose.

PLS is also subject to various financial covenants, both as a borrower under its own financing arrangements and as the servicer under certain of our debt financing agreements. The most significant of these financial covenants currently include the following:

 

    positive net income during each calendar quarter;

 

    a minimum in unrestricted cash and cash equivalents of $20 million;

 

85


Table of Contents
    a minimum tangible net worth of $200 million; and

 

    a maximum ratio of total liabilities to tangible net worth of 10:1.

Our transactions relating to securities sold under agreements to repurchase contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or additional securities in an amount sufficient to eliminate any margin deficit. A margin deficit will generally result from any decline in the market value (as determined by the applicable lender) of the assets subject to an agreement to repurchase, although in some instances we may agree with the lender upon certain thresholds (in dollar amounts or percentages based on the market value of the assets) that must be exceeded before a margin deficit will arise. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

The transactions relating to mortgage loans and/or equity interests in special purpose entities holding real property under agreements to repurchase contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or additional mortgage loans or real property, as applicable, in an amount sufficient to eliminate any margin deficit. A margin deficit will generally result from any decline in the market value (as determined by the applicable lender) of the assets subject to an agreement to repurchase. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

Our Manager continues to explore a variety of additional means of financing our continued growth, including debt financing through bank warehouse lines of credit, additional repurchase agreements, term financing, securitization transactions and additional equity offerings. However, there can be no assurance as to how much additional financing capacity such efforts will produce, what form the financing will take or that such efforts will be successful.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Off-Balance Sheet Arrangements and Guarantees

As of December 31, 2014, we have not entered into any off-balance sheet arrangements or guarantees.

Contractual Obligations

As of December 31, 2014, we had on-balance sheet contractual obligations of $2.7 billion for the financing of assets under agreements to repurchase. We also had contractual obligations of $250.0 million in the Notes.

All agreements to repurchase assets that matured between December 31, 2014 and the date of this Report have been renewed, extended or repaid and are described in Note 17—Assets Sold Under Agreements to Repurchase in the accompanying consolidated financial statements.

Payment obligations under these agreements are summarized below:

 

     Payments due by period  

Contractual obligations

   Total      Less than
1 year
     1 - 3
years
     3 - 5
years
     More
than
5 years
 
     (in thousands)  

Commitments to purchase mortgage loans acquired for sale at fair value

   $ 695,488       $ 695,488       $ —         $ —         $ —     

Commitments to purchase mortgage loans at fair value

     310,160         310,160         —           —           —     

Assets sold under agreements to repurchase

     2,730,130         2,730,130         —           —           —     

Mortgage loan participation and sale agreement

     20,236         20,236         —           —           —     

Asset-backed secured financing

     163,476         —           —           —           163,476   

Exchangeable senior notes

     250,000         —           —           —           250,000   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 4,169,490    $ 3,756,014    $ —      $ —      $ 413,476   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

86


Table of Contents

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) relating to the Company’s assets sold under agreements to repurchase and forward purchase agreements is summarized by counterparty below as of December 31, 2014:

 

Counterparty

   Amount at risk  
     (in thousands)  

Citibank, N.A.

   $ 417,391   

Credit Suisse First Boston Mortgage Capital LLC

     301,366   

The Royal Bank of Scotland Group

     101,255   

Bank of America, N.A.

     42,521   

Morgan Stanley Bank, N.A.

     9,799   

Daiwa Capital Markets America Inc.

     6,442   
  

 

 

 
   $ 878,774   
  

 

 

 

Management Agreement. We are externally managed and advised by our Manager pursuant to a management agreement, which was amended and restated effective February 1, 2013. Our management agreement requires our Manager to oversee our business affairs in conformity with the investment policies that are approved and monitored by our board of trustees. Our Manager is responsible for our day-to-day management and will perform such services and activities related to our assets and operations as may be appropriate.

Pursuant to our management agreement, our Manager collects a base management fee and may collect a performance incentive fee, both payable quarterly and in arrears. The term of our management agreement expires on February 1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

The base management fee is calculated at a defined annualized percentage of “shareholders’ equity.” Our “shareholders’ equity” is defined as the sum of the net proceeds from any issuances of our equity securities since our inception (weighted for the time outstanding during the measurement period); plus our retained earnings at the end of the quarter; less any amount that we pay for repurchases of our common shares (weighted for the time held during the measurement period); and excluding one-time events pursuant to changes in GAAP and certain other non-cash charges after discussions between our Manager and our independent trustees and approval by a majority of our independent trustees.

Pursuant to our management agreement, the base management fee is equal to the sum of (i) 1.5% per annum of shareholders’ equity up to $2 billion, (ii) 1.375% per annum of shareholders’ equity in excess of $2 billion and up to $5 billion, and (iii) 1.25% per annum of shareholders’ equity in excess of $5 billion. The base management fee is paid in cash.

The performance incentive fee is calculated at a defined annualized percentage of the amount by which “net income,” on a rolling four-quarter basis and before deducting the incentive fee, exceeds certain levels of return on “equity.” For the purpose of determining the amount of the performance incentive fee, “net income” is defined as net income or loss computed in accordance with GAAP and certain other non-cash charges determined after discussions between our Manager and our independent trustees and approval by a majority of our independent trustees. For this purpose, “equity” is the weighted average of the issue price per common share of all of our public offerings, multiplied by the weighted average number of common shares outstanding (including restricted share units) in the four-quarter period.

The performance incentive fee is calculated quarterly and escalates as net income (stated as a percentage of return on equity) increases over certain thresholds. On each calculation date, the threshold amounts represent a stated return on equity, plus or minus a “high watermark” adjustment. The performance fee payable for any quarter is equal to: (a) 10% of the amount by which net income for the quarter exceeds (i) an 8% return on equity plus the high watermark, up to (ii) a 12% return on equity; plus (b) 15% of the amount by which net income for the quarter exceeds (i) a 12% return on equity plus the high watermark, up to (ii) a 16% return on equity; plus (c) 20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark.

The “high watermark” is the quarterly adjustment that reflects the amount by which the net income (stated as a percentage of return on equity) in that quarter exceeds or falls short of the lesser of 8% and the Fannie Mae MBS Yield (the target yield) for such quarter. The “high watermark” starts at zero and is adjusted quarterly. If the net income is lower than the target yield, the high watermark is increased by the difference. If the net income is higher than the target yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns to zero. As a result, the threshold amounts required for our Manager to earn a performance incentive fee are adjusted cumulatively based on the performance of our net income over (or under) the target yield, until the net income in excess of the target yield exceeds the then-current cumulative high watermark amount, and a performance incentive fee is earned. The performance incentive fee may be paid in cash or in our common shares (subject to a limit of no more than 50% paid in common shares), at our option.

Under our management agreement, our Manager is entitled to reimbursement of its organizational and operating expenses, including third-party expenses, incurred on our behalf. Our Manager may also be entitled to a termination fee under certain circumstances. Specifically, the termination fee is payable for (1) our termination of our management agreement without cause, (2) our Manager’s termination of our management agreement upon a default by us in the performance of any material term of the

 

87


Table of Contents

agreement that has continued uncured for a period of 30 days after receipt of written notice thereof or (3) our Manager’s termination of the agreement after the termination by us without cause (excluding a non-renewal) of our MBWS agreement, our MSR recapture agreement, or our servicing agreement (each as described and/or defined below). The termination fee is equal to three times the sum of (a) the average annual base management fee and (b) the average annual (or, if the period is less than 24 months, annualized) performance incentive fee, in each case earned by our Manager during the 24-month period before termination.

Our management agreement also provides that, prior to the undertaking by our Manager or its affiliates of any new investment opportunity or any other business opportunity requiring a source of capital with respect to which our Manager or its affiliates will earn a management, advisory, consulting or similar fee, our Manager shall present to us such new opportunity and the material terms on which our Manager proposes to provide services to us before pursuing such opportunity with third parties.

Servicing Agreement. We have entered into a servicing agreement with our Servicer pursuant to which our Servicer provides servicing for our portfolio of residential mortgage loans. The loan servicing provided by our Servicer includes collecting principal, interest and escrow account payments, if any, with respect to mortgage loans, as well as managing loss mitigation, which may include, among other things, collection activities, loan workouts, modifications, foreclosures and short sales. Our Servicer also engages in certain loan origination activities that include refinancing mortgage loans and financings that facilitate sales of real estate owned properties, or REOs. The term of our servicing agreement, as amended, expires on February 1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

The base servicing fees for distressed whole loans are calculated based on a monthly per-loan dollar amount, with the actual dollar amount for each loan based on the delinquency, bankruptcy and/or foreclosure status of such loan or the related underlying real estate. Presently, the base servicing fees for distressed whole loans range from $30 per month for current loans up to $125 per month for loans that are severely delinquent and in foreclosure.

The base servicing fees for loans subserviced by our Servicer on our behalf are also calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the mortgage loan is a fixed-rate or adjustable-rate loan. The base servicing fees for loans subserviced on our behalf are $7.50 per month for fixed-rate loans and $8.50 per month for adjustable-rate mortgage loans. To the extent that these loans become delinquent, our Servicer is entitled to an additional servicing fee per loan falling within a range of $10 to $75 per month and based on the delinquency, bankruptcy and foreclosure status of the loan or the related underlying real estate. Our Servicer is also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, and assumption, modification and origination fees.

Except as otherwise provided in our MSR recapture agreement, when our Servicer effects a refinancing of a loan on our behalf and not through a third-party lender and the resulting loan is readily saleable, or our Servicer originates a loan to facilitate the disposition of the real estate acquired by us in settlement of a loan, our Servicer is entitled to receive from us market-based fees and compensation consistent with pricing and terms our Servicer offers unaffiliated third parties on a retail basis.

To the extent that our Servicer participates in HAMP (or other similar mortgage loan modification programs), our Servicer is entitled to retain any incentive payments made to it and to which it is entitled under HAMP, provided that, with respect to any incentive payments paid to our Servicer in connection with a mortgage loan modification for which we previously paid our Servicer a modification fee, our Servicer is required to reimburse us an amount equal to the incentive payments.

In addition, because we do not have any employees or infrastructure, our Servicer is required to provide a range of services and activities significantly greater in scope than the services provided in connection with a customary servicing arrangement. For these services, our Servicer receives a supplemental servicing fee of $25 per month for each distressed whole loan and $3.25 per month for each other subserviced loan; provided, however, that from and after January 1, 2014, the aggregate supplemental servicing fees for all loans that are owned by a third party investor and with respect to which we have acquired the related servicing rights (and that are not distressed whole loans) shall not exceed $700,000 in any fiscal quarter. Our Servicer is entitled to reimbursement for all customary, bona fide reasonable and necessary out-of-pocket expenses incurred by our Servicer in connection with the performance of its servicing obligations.

Mortgage Banking and Warehouse Services Agreement. We have also entered into a mortgage banking and warehouse services agreement (the “MBWS agreement”), pursuant to which our Servicer provides us with certain mortgage banking services, including fulfillment and disposition-related services, with respect to loans acquired by us from correspondent lenders, and certain warehouse lending services, including fulfillment and administrative services, with respect to loans financed by us for our warehouse lending clients. The term of our MBWS agreement expires on February 1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

Under our MBWS agreement, our Servicer has agreed to provide the mortgage banking services exclusively for our benefit, and our Servicer and its affiliates are prohibited from providing such services for any other third party. However, such exclusivity and prohibition shall not apply, and certain other duties instead will be imposed upon our Servicer, if we are unable to purchase or finance mortgage loans as contemplated under our MBWS agreement for any reason.

 

88


Table of Contents

In consideration for the mortgage banking services provided by our Servicer with respect to our acquisition of mortgage loans, our Servicer is entitled to a fulfillment fee based on the type of mortgage loan that we acquire and equal to a percentage of the unpaid principal balance of such mortgage loan. Presently, the applicable percentages are (i) 0.50% for conventional mortgage loans, (ii) 0.88% for loans sold in accordance with the Ginnie Mae Mortgage-Backed Securities Guide, (iii) 0.80% for HARP mortgage loans with a loan-to-value ratio of 105% or less, (iv) 1.20% for HARP mortgage loans with a loan-to-value ratio of greater than 105%, and (v) 0.50% for all other mortgage loans not contemplated above; provided, however, that our Servicer may, in its sole discretion, reduce the amount of the applicable fulfillment fee and credit the amount of such reduction to the reimbursement otherwise due as described below. This reduction may only be credited to the reimbursement applicable to the month in which the related mortgage was funded.

We do not hold the Ginnie Mae approval required to issue Ginnie Mae MBS and act as a servicer. Accordingly, under our MBWS agreement, our Servicer currently purchases loans saleable in accordance with the Ginnie Mae Mortgage-Backed Securities Guide “as is” and without recourse of any kind from us at cost less an administrative fee paid by the correspondent to us plus accrued interest and a sourcing fee of three basis points.

In the event that we purchase mortgage loans with an aggregate unpaid principal balance in any month greater than $2.5 billion, our Servicer has agreed to discount the amount of such fulfillment fees by reimbursing us an amount equal to the product of (i) 0.025%, and (ii) the amount of unpaid principal balance in excess of $2.5 billion and less than or equal to $5.0 billion, plus (b) the product of (i) 0.05%, and (ii) the amount of unpaid principal balance in excess of $5 billion.

In consideration for the mortgage banking services provided by our Servicer with respect to our acquisition of mortgage loans under our Servicer’s early purchase program, our Servicer is entitled to fees accruing (i) at a rate equal to $25,000 per annum, and (ii) in the amount of $50 for each mortgage loan that we acquire. In consideration for the warehouse services provided by our Servicer with respect to mortgage loans that we finance for our warehouse lending clients, with respect to each facility, our Servicer is entitled to fees accruing (i) at a rate equal to $25,000 per annum, and (ii) in the amount of $50 for each mortgage loan that we finance thereunder. Where we have entered into both an early purchase agreement and a warehouse lending agreement with the same client, our Servicer shall only be entitled to one $25,000 per annum fee and, with respect to any mortgage loan that becomes subject to both such agreements, only one $50 per loan fee.

Notwithstanding any provision of our MBWS agreement to the contrary, if it becomes reasonably necessary or advisable for our Servicer to engage in additional services in connection with post-breach or post-default resolution activities for the purposes of a correspondent lending agreement, a warehouse agreement or a re-warehouse agreement, then we have generally agreed with our Servicer to negotiate in good faith for additional compensation and reimbursement of expenses to be paid to our Servicer for the performance of such additional services.

MSR Recapture Agreement. Effective February 1, 2013, we entered into an MSR recapture agreement with our Servicer. Pursuant to the terms of our MSR recapture agreement, if our Servicer refinances via its retail lending business loans for which we previously held the MSRs, our Servicer is generally required to transfer and convey to us, without cost to us, the MSRs with respect to new mortgage loans originated in those refinancing (or, under certain circumstances, other mortgage loans) that have an aggregate unpaid principal balance that is not less than 30% of the aggregate unpaid principal balance of all the loans so originated. Where the fair market value of the aggregate MSRs to be transferred for the applicable month is less than $200,000, our Servicer may, at its option, wire cash to us in an amount equal to such fair market value in lieu of transferring such MSRs. The initial term of our MSR recapture agreement expires, unless terminated earlier in accordance with the terms of the agreement, on February 1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated in accordance with the terms of the agreement.

Spread Acquisition and MSR Servicing Agreements. Effective February 1, 2013, we entered into a master spread acquisition and MSR servicing agreement (the “2/1/13 Spread Acquisition Agreement”), pursuant to which we may acquire from our Servicer the rights to receive certain ESS arising from MSRs acquired by our Servicer from banks and other third party financial institutions. Our Servicer is generally required to service or subservice the related mortgage loans for the applicable agency or investor. To date, we have only used the 2/1/2013 Spread Acquisition Agreement for the purpose of acquiring excess servicing spread relating to Fannie Mae MSRs. The terms of each transaction under the 2/1/13 Spread Acquisition Agreement are subject to the terms thereof, as modified and supplemented by the terms of a confirmation executed in connection with such transaction.

To the extent our Servicer refinances any of the mortgage loans relating to the excess servicing spread we have acquired, the 2/1/13 Spread Acquisition Agreement contains recapture provisions requiring that our Servicer transfer to us, at no cost, the ESS relating to a certain percentage of the unpaid principal balance of the newly originated mortgage loans. To the extent the fair market value of the aggregate ESS to be transferred for the applicable month is less than $200,000, our Servicer may, at its option, wire cash to us in an amount equal to such fair market value in lieu of transferring such ESS.

On December 30, 2013, we entered into a second master spread acquisition and MSR servicing agreement with our Servicer (the “12/30/13 Spread Acquisition Agreement”). The terms of the 12/30/13 Spread Acquisition Agreement are substantially similar to the terms of the 2/1/13 Spread Acquisition Agreement, except that we only intend to purchase ESS relating to Ginnie Mae MSRs under the 12/30/13 Spread Acquisition Agreement.

 

89


Table of Contents

To the extent our Servicer refinances any of the mortgage loans relating to the ESS we have acquired, the 12/30/13 Spread Acquisition Agreement also contains recapture provisions requiring that our Servicer transfer to us, at no cost, the ESS relating to a certain percentage of the unpaid principal balance of the newly originated mortgage loans. However, under the 12/30/13 Spread Acquisition Agreement, in any month where the transferred ESS relating to newly originated Ginnie Mae mortgage loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the unpaid principal balance of the refinanced mortgage loans, our Servicer is also required to transfer additional ESS or cash in the amount of such shortfall. Similarly, in any month where the transferred ESS relating to modified Ginnie Mae mortgage loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the unpaid principal balance of the modified mortgage loans, the 12/30/13 Spread Acquisition Agreement contains provisions that require our Servicer to transfer additional ESS or cash in the amount of such shortfall. To the extent the fair market value of the aggregate ESS to be transferred for the applicable month is less than $200,000, our Servicer may, at its option, wire cash to us in an amount equal to such fair market value in lieu of transferring such ESS.

In connection with our entry into the 12/30/13 Spread Acquisition Agreement, we were also required to enter into a Security and Subordination Agreement (the “Security Agreement”) with CSFB. Under the terms of the Security Agreement, we pledged to CSFB our rights under the 12/30/13 Spread Acquisition Agreement and our interest in any ESS purchased thereunder. The Security Agreement was required as a result of a separate loan and security agreement between our Servicer and CSFB (the “LSA”), pursuant to which our Servicer pledged to CSFB all of its rights and interests in the Ginnie Mae MSRs it owns or acquires, and a separate acknowledgement agreement with respect thereto, by and among Ginnie Mae, CSFB and our Servicer. As a condition to permitting our Servicer to transfer to us the ESS relating to a portion of those pledged Ginnie Mae MSRs, CSFB required such transfer to be subject to CSFB’s continuing lien on the ESS, the pledge and acknowledgement of which were effected pursuant to the Security Agreement. CSFB’s lien on the ESS remains subordinate to the rights and interests of Ginnie Mae pursuant to the provisions of the 12/30/13 Spread Acquisition Agreement and the terms of the acknowledgement agreement.

The Security Agreement contains representations, warranties and covenants by us that are substantially similar to those contained in our other financing arrangements with CSFB. The Security Agreement also permits CSFB to liquidate our ESS along with the related MSRs to the extent there exists an event of default under the LSA, and it contains certain trigger events, including breaches of representations, warranties or covenants and defaults under other of our credit facilities, that would require our Servicer to either (i) repay in full the outstanding loan amount under the LSA or (ii) repurchase the ESS from us at fair market value. To the extent our Servicer is unable to repay the loan under the LSA or repurchase our ESS, an event of default would exist under the LSA, thereby entitling CSFB to liquidate the ESS and the related MSRs. In the event our ESS is liquidated as a result of certain actions or inactions of our Servicer, we generally would be entitled to seek indemnity under the 12/30/13 Spread Acquisition Agreement.

On December 19, 2014, we entered into a third master spread acquisition and MSR servicing agreement with our Servicer (the “12/19/14 Spread Acquisition Agreement”). The terms of the 12/19/14 Spread Acquisition Agreement are substantially similar to the terms of the 2/1/13 Spread Acquisition Agreement, except that we only intend to purchase ESS relating to Freddie Mac MSRs under the 12/19/14 Spread Acquisition Agreement.

To the extent our Servicer refinances any of the mortgage loans relating to the ESS we have acquired, the 12/19/14 Spread Acquisition Agreement also contains recapture provisions requiring that our Servicer transfer to us, at no cost, the ESS relating to a certain percentage of the unpaid principal balance of the newly originated mortgage loans. To the extent the fair market value of the aggregate ESS to be transferred for the applicable month is less than $200,000, our Servicer may, at its option, wire cash to us in an amount equal to such fair market value in lieu of transferring such ESS.

Reimbursement Agreement. In connection with the initial public offering of our common shares (“IPO”), on August 4, 2009, we entered into an agreement with our Manager pursuant to which we agreed to reimburse our Manager for the $2.9 million payment that it made to the underwriters for the IPO (the “Conditional Reimbursement”) if we satisfied certain performance measures over a specified period of time. Effective February 1, 2013, we amended the terms of the reimbursement agreement to provide for the reimbursement of our Manager of the Conditional Reimbursement if we are required to pay our Manager performance incentive fees under our management agreement at a rate of $10 in reimbursement for every $100 of performance incentive fees earned. The reimbursement of the Conditional Reimbursement is subject to a maximum reimbursement in any particular 12-month period of $1.0 million and the maximum amount that may be reimbursed under the agreement is $2.9 million. The reimbursement agreement also provides for the payment to the IPO underwriters of the payment that we agreed to make to them at the time of the IPO if we satisfied certain performance measures over a specified period of time. As our Manager earns performance incentive fees under our management agreement, the IPO underwriters will be paid at a rate of $20 of payments for every $100 of performance incentive fees earned by our Manager. The payment to the underwriters is subject to a maximum reimbursement in any particular 12-month period of $2.0 million and the maximum amount that may be paid under the agreement is $5.9 million.

In the event the termination fee is payable to our Manager under our management agreement and our Manager and the underwriters have not received the full amount of the reimbursements and payments under the reimbursement agreement, such amount will be paid in full. The term of the reimbursement agreement expires on February 1, 2019.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, real estate values and other market-based risks. The primary market risks that we are exposed to are real estate

 

90


Table of Contents

risk, credit risk, interest rate risk, prepayment risk, inflation risk and market value risk. A substantial portion of our investments are comprised of nonperforming loans. We believe that such assets’ fair values respond primarily to changes in the fair value of the real estate securing such loans.

Real Estate Risk

Residential property values are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions (such as an oversupply of housing); construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. Decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay our loans, which could cause us to suffer losses.

Credit Risk

We are subject to credit risk in connection with our investments. A significant portion of our assets is comprised of nonperforming residential mortgage loans. The credit risk related to these investments pertains to the ability and willingness of the borrowers to pay, which is assessed before credit is granted. We believe that residual loan credit quality is primarily determined by the borrowers’ credit profiles and loan characteristics.

Interest Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. Changes in interest rates affect the fair value of, interest income and net servicing income we earn from our mortgage-related investments. This effect is most pronounced with fixed-rate investments, MSRs and ESS. In general, rising interest rates negatively affect the fair value of our investments in MBS and mortgage loans, while decreasing market interest rates negatively affect the fair value of our MSRs and ESS.

Our operating results will depend, in part, on differences between the income from our investments and our financing costs. Presently much of our debt financing is based on a floating rate of interest calculated on a fixed spread over the relevant index, as determined by the particular financing arrangement.

In the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in credit losses to us, which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects. Furthermore, such defaults could have an adverse effect on the spread between our interest earning assets and interest bearing liabilities.

We engage in interest rate risk management activities in an effort to reduce the variability of earnings caused by changes in interest rates. To manage this price risk resulting from interest rate risk, we use derivative financial instruments acquired with the intention of moderating the risk that changes in market interest rates will result in unfavorable changes in the value of our interest rate lock commitments, inventory of mortgage loans acquired for sale, MBS, ESS, mortgage loans and MSRs. We do not use derivative financial instruments for purposes other than in support of our risk management activities.

Prepayment Risk

To the extent that the actual prepayment rate on our mortgage loans differs from what we projected when we purchased the loans and when we measured fair value as of the end of each reporting period, our unrealized gain or loss will be affected. As we receive prepayments of principal on our MBS investments, any premiums paid for such investments will be amortized against interest income using the interest method through the expected maturity dates of the investments. In general, an increase in prepayment rates will accelerate the amortization of purchase premiums, thereby reducing the interest income earned on the MBS investments and will accelerate the amortization of MSRs and ESS thereby reducing net servicing income. Conversely, as we receive prepayments of principal on our investments, any discounts realized on the purchase of such investments will be accrued into interest income using the interest method through the expected maturity dates of the investments. In general, an increase in prepayment rates will accelerate the accrual of purchase discounts, thereby increasing the interest income earned on the MBS investments.

Inflation Risk

Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors will influence our performance more so than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Furthermore, our consolidated financial statements are prepared in accordance with GAAP and any distributions we may make to our shareholders will be determined by our board of trustees based primarily on our taxable income and, in each case, our activities and balance sheet are measured with reference to historical cost and/or fair value without considering inflation.

 

91


Table of Contents

Market Value Risk

Our mortgage loans and MBS are reported at their fair values. The fair value of these assets fluctuates primarily due to changes in real estate values and other factors such as interest rates, the credit performance relating to the loans underlying our investments and the effectiveness and servicing practices of the servicers associated with each investment.

Generally, in a real estate market where values are rising or are expected to rise, the fair value of our mortgage loans would be expected to appreciate, whereas in a real estate market where values are generally dropping or are expected to drop, mortgage loan values would be expected to decrease.

The following table summarizes the estimated change in fair value of our portfolio of mortgage loans at fair value as of December 31, 2014, given several hypothetical (instantaneous) changes in home values from those used in the determination of fair value:

 

Property value shift in %    -15%     -10%     -5%     +5%     +10%     +15%  
     (dollars in thousands)  

Fair value

   $ 1,978,452      $ 2,059,378      $ 2,134,377      $ 2,266,280      $ 2,323,233      $ 2,374,203   

Change in fair value:

            

$

   $ (224,873   $ (143,948   $ (68,948   $ 62,955      $ 119,908      $ 170,878   

%

     (10.21 )%      (6.53 )%      (3.13 )%      2.86     5.44     7.76

The following table summarizes the estimated change in fair value of our mortgage loans at fair value held by variable interest entity as of December 31, 2014, net of the effect of changes in fair value of the related asset-backed secured financing of fair value, given several hypothetical (instantaneous) changes in interest rates and parallel shifts in the yield curve:

 

Interest rate shift in basis points    -200     -100     -50     50     100     200  
     (dollar in thousands)  

Fair value

   $ 372,154      $ 369,151      $ 366,592      $ 351,996      $ 341,748      $ 320,418   

Change in fair value:

            

$

   $ 10,705      $ 7,702      $ 5,143      $ (9,453   $ (19,701   $ (41,031

%

     2.96     2.13     1.42     (2.62 )%      (5.45 )%      (11.35 )% 

 

92


Table of Contents

Mortgage Servicing Rights

The following tables summarize the estimated change in fair value of MSRs accounted for using the amortization method as of December 31, 2014, given several shifts in pricing spreads, prepayment speed and annual per-loan cost of servicing:

 

Pricing spread shift in %    -20%     -10%     -5%     +5%     +10%     +20%  
     (dollars in thousands)  

Fair value

   $ 347,552      $ 334,446      $ 328,232      $ 316,428      $ 310,819      $ 300,143   

Change in fair value:

            

$

   $ 25,322      $ 12,217      $ 6,003      $ (5,801   $ (11,410   $ (22,086

%

     7.86     3.79     1.89     (1.8 )%      (3.54 )%      (6.85 )% 
Prepayment speed shift in %    -20%     -10%     -5%     +5%     +10%     +20%  
     (dollars in thousands)  

Fair value

   $ 349,019      $ 335,179      $ 328,598      $ 316,064      $ 310,092      $ 298,697   

Change in fair value:

            

$

   $ 26,789      $ 12,950      $ 6,369      $ (6,166   $ (12,138   $ (23,532

%

     8.31     4.02     1.98     (1.91 )%      (3.77 )%      (7.30 )% 
Per-loan servicing cost shift in %    -20%     -10%     -5%     +5%     +10%     +20%  
     (dollars in thousands)  

Fair value

   $ 329,457      $ 325,843      $ 324,036      $ 320,423      $ 318,616      $ 315,002   

Change in fair value:

            

$

   $ 7,228      $ 3,614      $ 1,807      $ (1,807   $ (3,614   $ (7,228

%

     2.24     1.12     0.56     (0.56 )%      (1.12 )%      (2.24 )% 

The following tables summarize the estimated change in fair value of MSRs accounted for using the fair value option method as of December 31, 2014, given several shifts in pricing spreads, prepayment speed and annual per-loan cost of servicing:

 

Pricing spread shift in %    -20%     -10%     -5%     +5%     +10%     +20%  
     (dollars in thousands)  

Fair value

   $ 61,429      $ 59,326      $ 58,326      $ 56,420      $ 55,513      $ 53,781   

Change in fair value:

            

$

   $ 4,072      $ 1,968      $ 968      $ (937   $ (1,845   $ (3,577

%

     7.10     3.43     1.69     (1.63 )%      (3.22 )%      (6.24 )% 
Prepayment speed shift in %    -20%     -10%     -5%     +5%     +10%     +20%  
     (dollars in thousands)  

Fair value

   $ 63,702      $ 60,397      $ 58,846      $ 55,928      $ 54,554      $ 51,964   

Change in fair value:

            

$

   $ 6,344      $ 3,040      $ 1,489      $ (1,430   $ (2,803   $ (5,394

%

     11.06     5.30     2.60     (2.49 )%      (4.89 )%      (9.40 )% 
Per-loan servicing cost shift in %    -20%     -10%     -5%     +5%     +10%     +20%  
     (dollars in thousands)  

Fair value

   $ 58,694      $ 58,026      $ 57,692      $ 57,023      $ 56,689      $ 56,021   

Change in fair value:

            

$

   $ 1,337      $ 668      $ 334      $ (334   $ (668   $ (1,337

%

     2.33     1.17     0.58     (0.58 )%      (1.17 )%      (2.33 )% 

 

93


Table of Contents

Excess servicing spread

The following tables summarize the estimated change in fair value of our ESS accounted for using the fair value option method as of December 31, 2014, given several shifts in pricing spreads, and prepayment speed:

 

Pricing spread shift in %    -20%     -10%     -5%     +5%     +10%     +20%  
     (dollars in thousands)  

Fair value

   $ 198,969      $ 194,211      $ 191,916      $ 187,485      $ 185,346      $ 181,211   

Change in fair value:

            

$

   $ 9,295      $ 4,536      $ 2,241      $ (2,189   $ (4,329   $ (8,464

%

     4.90     2.39     1.18     (1.15 )%      (2.28 )%      (4.46 )% 
Prepayment speed shift in %    -20%     -10%     -5%     +5%     +10%     +20%  
     (dollars in thousands)  

Fair value

   $ 209,184      $ 199,011      $ 194,245      $ 185,289      $ 181,078      $ 173,140   

Change in fair value:

            

$

   $ 19,509      $ 9,337      $ 4,570      $ (4,385   $ (8,597   $ (16,535

%

     10.29     4.92     2.41     (2.31 )%      (4.53 )%      (8.72 )% 

Accounting Developments

See “Note 36–Recently Issued Accounting Pronounments” in Item 8 Financial Statements and Supplementary Data herein for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.

 

94


Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk

In response to this Item 7A, the information set forth on pages 90 through 94 is incorporated herein by reference.

 

Item 8. Financial Statements and Supplementary Data

The information called for by this Item 8 is hereby incorporated by reference from our Financial Statements and Auditors’ Report beginning at page F-1 of this Report.

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

 

95


Table of Contents
Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. However, no matter how well a control system is designed and operated, it can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports.

Our management has conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Report, to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of its internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on those criteria, management concluded that our internal control over financial reporting was effective as of December 31, 2014.

The effectiveness of our internal control over financial reporting as of December 31, 2014 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.

 

96


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of

PennyMac Mortgage Investment Trust:

We have audited the internal control over financial reporting of PennyMac Mortgage Investment Trust and subsidiaries (“the Company”) as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of trustees, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2014 of the Company and our report dated March 2, 2015 expressed an unqualified opinion on those financial statements.

 

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

March 2, 2015

 

97


Table of Contents

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information

None.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed by April 30, 2015, which is within 120 days after the end of fiscal year 2014.

 

Item 11. Executive Compensation

The information required by this Item 11 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed by April 30, 2015, which is within 120 days after the end of fiscal year 2014.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed by April 30, 2015, which is within 120 days after the end of fiscal year 2014.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed by April 30, 2015, which is within 120 days after the end of fiscal year 2014.

 

Item 14. Principal Accounting Fees and Services

The information required by this Item 14 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed by April 30, 2015, which is within 120 days after the end of fiscal year 2014.

 

98


Table of Contents

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

Exhibit
Number

  

Exhibit Description

    3.1    Declaration of Trust of PennyMac Mortgage Investment Trust, as amended and restated (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
    3.2    Amended and Restated Bylaws of PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 13, 2013).
    4.1    Specimen Common Share Certificate of PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
    4.2    Indenture for Senior Debt Securities, dated as of April 30, 2013, among PennyMac Corp., PennyMac Mortgage Investment Trust and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 30, 2013).
    4.3    First Supplemental Indenture, dated as of April 30, 2013, among PennyMac Corp., PennyMac Mortgage Investment Trust and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on April 30, 2013).
    4.4    Form of 5.375% Exchangeable Senior Notes due 2020 (included in Exhibit 4.3).
  10.1    Amended and Restated Limited Partnership Agreement of PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
  10.2    Registration Rights Agreement, dated as of August 4, 2009, among PennyMac Mortgage Investment Trust, Stanford L. Kurland, David A. Spector, BlackRock Holdco II, Inc., Highfields Capital Investments LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
  10.3    Amended and Restated Underwriting Fee Reimbursement Agreement, dated as of February 1, 2013, by and among PennyMac Mortgage Investment Trust, PennyMac Operating Partnership, L.P. and PNMAC Capital Management, LLC (incorporated by reference to Exhibit 1.6 of the Company’s Current Report on Form 8-K filed on February 7, 2013).
  10.4    Amended and Restated Management Agreement, dated as of February 1, 2013, among PennyMac Mortgage Investment Trust, PennyMac Operating Partnership, L.P. and PNMAC Capital Management, LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on February 7, 2013).
  10.5    Second Amended and Restated Flow Servicing Agreement, dated as of March 1, 2013, between PennyMac Operating Partnership, L.P. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.14 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
  10.6    Amendment No. 1 to Second Amended and Restated Flow Servicing Agreement, dated as of November 14, 2013, between PennyMac Operating Partnership, L.P. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 20, 2013).
  10.7    Amendment No. 2 to Second Amended and Restated Flow Servicing Agreement, dated as of June 1, 2014, between PennyMac Operating Partnership, L.P. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
  10.8    Amendment No. 3 to Second Amended and Restated Flow Servicing Agreement, dated as of December 11, 2014, between PennyMac Operating Partnership, L.P. and PennyMac Loan Services, LLC.
  10.9†    PennyMac Mortgage Investment Trust 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
  10.10†    Form of Restricted Share Unit Award Agreement under the PennyMac Mortgage Investment Trust 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 3 to the Company’s Registration Statement on Form S-11, filed with the SEC on July 24, 2009).
  10.11    Amended and Restated Master Repurchase Agreement, dated as of June 1, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed June 5, 2013).
  10.12    Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated as of August 29, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed September 5, 2013).

 

99


Table of Contents

Exhibit
Number

  

Exhibit Description

  10.13    Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated as of October 1, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.14    Amendment No. 3 to Amended and Restated Master Repurchase Agreement, dated as of December 27, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 3, 2014).
  10.15    Amendment No. 4 to Amended and Restated Master Repurchase Agreement, dated as of December 31, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.16    Amendment No. 5 to Amended and Restated Master Repurchase Agreement, dated as of January 10, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
  10.17    Amendment No. 6 to Amended and Restated Master Repurchase Agreement, dated as of February 21, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on February 24, 2014).
  10.18    Amendment No. 7 to Amended and Restated Master Repurchase Agreement, dated as of May 22, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
  10.19    Amendment No. 8 to Amended and Restated Master Repurchase Agreement, dated as of October 31, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.24 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.20    Amendment No. 9 to Amended and Restated Master Repurchase Agreement, dated as of December 23, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P.
  10.21    Guaranty, dated as of November 2, 2010, by PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. and Credit Suisse First Boston Mortgage Capital LLC (incorporated by reference to Exhibit 10.14 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).
  10.22    Master Repurchase Agreement, dated as of December 9, 2010, among PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC, and PennyMac Loan Services, LLC, and Citibank, N.A. (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on December 15, 2010).
  10.23    Amendment Number One to the Master Repurchase Agreement, dated as of February 25, 2011, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on March 3, 2011).
  10.24    Amendment Number Two to the Master Repurchase Agreement, dated as of December 8, 2011, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011).
  10.25    Amendment Number Three to the Master Repurchase Agreement, dated as of February 24, 2012, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.30 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).

 

100


Table of Contents

Exhibit
Number

  

Exhibit Description

  10.26    Amendment Number Four to the Company’s to the Master Repurchase Agreement, dated as of April 13, 2012, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.32 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
  10.27    Amendment Number Five to the Master Repurchase Agreement, dated as of April 20, 2012, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
  10.28    Amendment Number Six to the Master Repurchase Agreement, dated as of May 31, 2012, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on June 5, 2012).
  10.29    Amendment Number Seven to the Master Repurchase Agreement, dated as of November 13, 2012, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
  10.30    Amendment Number Eight to the Master Repurchase Agreement, dated as of December 31, 2012, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.40 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
  10.31    Amendment Number Nine to the Master Repurchase Agreement, dated as of March 12, 2013, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on March 13, 2013).
  10.32    Amendment Number Ten to the Master Repurchase Agreement, dated as of April 19, 2013, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.47 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
  10.33    Amendment Number Eleven to the Master Repurchase Agreement, dated as of June 25, 2013, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
  10.34    Amendment Number Twelve to the Master Repurchase Agreement, dated as of July 25, 2013, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on July 31, 2013).
  10.35    Amendment Number Thirteen to the Master Repurchase Agreement, dated as of September 26, 2013, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.36    Amendment Number Fourteen to the Company’s to the Master Repurchase Agreement, dated as of February 5, 2014, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.37    Amendment Number Fifteen to the Master Repurchase Agreement, dated as of May 13, 2014, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.50 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
  10.38    Amendment Number Sixteen to the Master Repurchase Agreement, dated as of July 24, 2014, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.42 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.39    Amendment Number Seventeen to the Master Repurchase Agreement, dated as of August 7, 2014, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).

 

101


Table of Contents

Exhibit
Number

  

Exhibit Description

  10.40    Amendment Number Eighteen to the Master Repurchase Agreement, dated as of September 8, 2014, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.44 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.41    Guaranty Agreement, dated as of December 9, 2010, by PennyMac Mortgage Investment Trust in favor of Citibank, N.A. (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on December 15, 2010).
  10.42    Amended and Restated Master Repurchase Agreement, dated as of August 25, 2011, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.28 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
  10.43    Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated as of June 6, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.38 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
  10.44    Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated as of March 28, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.50 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
  10.45    Amendment No. 3 to Amended and Restated Master Repurchase Agreement, dated as of May 8, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.51 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
  10.46    Amendment No. 4 to Amended and Restated Master Repurchase Agreement, dated as of October 1, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.54 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.47    Amendment No. 5 to Amended and Restated Master Repurchase Agreement, dated as of December 27, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Holdings, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on January 3, 2014).
  10.48    Amendment No. 6 to Amended and Restated Master Repurchase Agreement, dated as of December 31, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Holdings, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.56 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.49    Amendment No. 7 to Amended and Restated Master Repurchase Agreement, dated as of February 21, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Holdings, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.53 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.50    Amendment No. 8 to Amended and Restated Master Repurchase Agreement, dated as of October 31, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Holdings, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.54 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.51    Master Repurchase Agreement, dated as of November 7, 2011, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on November 14, 2011).
  10.52    Amendment No. 1 to Master Repurchase Agreement, dated as of August 17, 2012, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.45 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
  10.53    Amendment No. 2 to Master Repurchase Agreement, dated as of January 3, 2013, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on January 7, 2013).

 

102


Table of Contents

Exhibit
Number

  

Exhibit Description

  10.54    Amendment No. 3 to Master Repurchase Agreement, dated as of March 28, 2013, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on April 3, 2013).
  10.55    Amendment No. 4 to Master Repurchase Agreement, dated as of January 31, 2014, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.56    Amendment No. 5 to Master Repurchase Agreement, dated as of March 27, 2014, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.64 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
  10.57    Amendment No. 6 to Master Repurchase Agreement, dated as of July 9, 2014, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on July 14, 2014).
  10.58    Guaranty, dated as of November 7, 2011, by PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P., in favor of Bank of America, N.A. (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on November 14, 2011).
  10.59    Master Repurchase Agreement, dated as of March 29, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on April 4, 2012).
  10.60    Amendment No. 1 to Master Repurchase Agreement, dated as of July 25, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on July 31, 2012).
  10.61    Amendment No. 2 to Master Repurchase Agreement, dated as of September 26, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on October 1, 2012).
  10.62    Amendment No. 3 to Master Repurchase Agreement, dated as of October 29, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on October 31, 2012).
  10.63    Amendment No. 4 to Master Repurchase Agreement, dated as of June 1, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on June 5, 2013).
  10.64    Amendment No. 5 to Master Repurchase Agreement, dated as of August 29, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 5, 2013).
  10.65    Amendment No. 6 to Master Repurchase Agreement, dated as of September 27, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.75 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
  10.66    Amendment No. 7 to Master Repurchase Agreement, dated as of October 1, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.69 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).

 

103


Table of Contents

Exhibit
Number

  

Exhibit Description

  10.67    Amendment No. 8 to Master Repurchase Agreement, dated as of December 27, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Holdings, LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 3, 2014).
  10.68    Amendment No. 9 to Master Repurchase Agreement, dated as of December 31, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Holdings, LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.71 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.69    Amendment No. 10 to Master Repurchase Agreement, dated as of January 10, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Holdings, LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.76 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
  10.70    Amendment No. 11 to Master Repurchase Agreement, dated as of February 21, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Holdings, LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on February 24, 2014).
  10.71    Amendment No. 12 to Master Repurchase Agreement, dated as of May 22, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Holdings, LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.79 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
  10.72    Amendment No. 13 to Master Repurchase Agreement, dated as of October 31, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Holdings, LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.76 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.73    Amendment No. 14 to Master Repurchase Agreement, dated as of December 23, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Holdings, LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 24, 2014).
  10.74    Guaranty, dated as of March 29, 2012, by PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. in favor of Credit Suisse First Boston Mortgage Capital LLC (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on March 29, 2012).
  10.75    Master Repurchase Agreement, dated as of May 24, 2012, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on May 30, 2012).
  10.76    Amendment Number One to the Master Repurchase Agreement, dated as of October 15, 2012, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on October 16, 2012).
  10.77    Amendment Number Two to the Master Repurchase Agreement, dated as of November 13, 2012, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.62 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
  10.78    Amendment Number Three to the Master Repurchase Agreement, dated as of December 31, 2012, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.72 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
  10.79    Amendment Number Four to the Company’s to the Master Repurchase Agreement, dated as of May 23, 2013, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.77 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
  10.80    Amendment Number Five to the Master Repurchase Agreement, dated as of June 25, 2013, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.78 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
  10.81    Amendment Number Six to Master Repurchase Agreement, dated as of July 25, 2013, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on July 31, 2013).

 

104


Table of Contents

Exhibit
Number

  

Exhibit Description

  10.82    Amendment Number Seven to Master Repurchase Agreement, dated as of February 5, 2014, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.83    Amendment Number Eight to Master Repurchase Agreement, dated as of July 24, 2014, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.86 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.84    Amendment Number Nine to Master Repurchase Agreement, dated as of August 7, 2014, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.87 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.85    Amendment Number Ten to Master Repurchase Agreement, dated as of September 8, 2014, among Citibank, N.A., PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.88 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.86    Guaranty, dated as of May 24, 2012, by PennyMac Mortgage Investment Trust in favor of Citibank, N.A. (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on May 30, 2012).
  10.87    Master Repurchase Agreement, dated as of July 2, 2012, among Barclays Bank PLC, PennyMac Corp., PennyMac Loan Services, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on July 10, 2012).
  10.88    Amendment No. 1 to PennyMac Master Repurchase Agreement, dated as of February 1, 2013, among PennyMac Corp., PennyMac Loan Services, LLC, PennyMac Mortgage Investment Trust and Barclays Bank PLC (incorporated by reference to Exhibit 10.81 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
  10.89    Amendment No. 2 to PennyMac Master Repurchase Agreement, dated as of June 28, 2013, among PennyMac Corp., PennyMac Loan Services, LLC, PennyMac Mortgage Investment Trust and Barclays Bank PLC (incorporated by reference to Exhibit 10.82 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
  10.90    Master Repurchase Agreement, dated as of September 28, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on October 3, 2012).
  10.91    Amendment No. 1 to Master Repurchase Agreement, dated as of May 8, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.80 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
  10.92    Amendment No. 2 to Master Repurchase Agreement, dated as of December 31, 2013, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.90 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.93    Amendment No. 3 to Master Repurchase Agreement, dated as of January 10, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.98 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
  10.94    Amendment No. 4 to Master Repurchase Agreement, dated as of October 31, 2014, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.97 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
  10.95    Guaranty, dated as of September 28, 2012, by PennyMac Mortgage Investment Trust in favor of Credit Suisse First Boston Mortgage Capital LLC (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on October 3, 2012).
  10.96    Master Repurchase Agreement, dated as of November 20, 2012, among PennyMac Corp., Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on November 26, 2012).
  10.97    Amendment Number One to the Master Repurchase Agreement, dated as of August 20, 2013, among PennyMac Corp., Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC (incorporated by reference to Exhibit 10.96 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
  10.98    Amendment Number Two to the Master Repurchase Agreement, dated as of August 26, 2013, among PennyMac Corp., Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC (incorporated by reference to Exhibit 10.97 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).

 

105


Table of Contents

Exhibit
Number

  

Exhibit Description

  10.99    Amendment Number Three to Master Repurchase Agreement, dated as of November 14, 2013, among PennyMac Corp., Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC (incorporated by reference to Exhibit 10.95 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.100    Amendment Number Four to the Company’s to Master Repurchase Agreement, dated as of December 19, 2013, among PennyMac Corp., Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC (incorporated by reference to Exhibit 10.96 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.101    Amendment Number Five Company’s to Master Repurchase Agreement, dated as of December 18, 2014, among PennyMac Corp., Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC.
  10.102    Guaranty, dated as of November 20, 2012, by PennyMac Mortgage Investment Trust in favor of Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on November 26, 2012).
  10.103    Mortgage Banking and Warehouse Services Agreement, dated as of February 1, 2013, by and between PennyMac Loan Services, LLC and PennyMac Corp. (incorporated by reference to Exhibit 1.3 of the Company’s Current Report on Form 8-K filed on February 7, 2013).
  10.104    Amendment No. 1 to Mortgage Banking and Warehouse Services Agreement, dated as of March 1, 2013, by and between PennyMac Loan Services, LLC and PennyMac Corp. (incorporated by reference to Exhibit 10.85 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
  10.105    Amendment No. 2 to Mortgage Banking and Warehouse Services Agreement, dated as of August 14, 2013, by and between PennyMac Loan Services, LLC and PennyMac Corp. (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on August 19, 2013).
  10.106    MSR Recapture Agreement, dated as of February 1, 2013, by and between PennyMac Loan Services, LLC and PennyMac Corp. (incorporated by reference to Exhibit 1.4 of the Company’s Current Report on Form 8-K filed on February 7, 2013).
  10.107    Amendment No. 1 to MSR Recapture Agreement, dated as of August 1, 2013, by and between PennyMac Loan Services, LLC and PennyMac Corp. (incorporated by reference to Exhibit 10.103 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
  10.108    Master Spread Acquisition and MSR Servicing Agreement, dated as of February 1, 2013, by and between PennyMac Loan Services, LLC and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 1.5 of the Company’s Current Report on Form 8-K filed on February 7, 2013).
  10.109    Amendment No. 1 to Master Spread Acquisition and MSR Servicing Agreement, dated as of September 30, 2013, by and between PennyMac Loan Services, LLC and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.105 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
  10.110    Amendment No. 2 to Master Spread Acquisition and MSR Servicing Agreement, dated as of November 14, 2013, by and between PennyMac Loan Services, LLC and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.105 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
  10.111    Amendment No. 3 to Master Spread Acquisition and MSR Servicing Agreement, dated as of March 19, 2014, by and between PennyMac Loan Services, LLC and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.114 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
  10.112    Master Spread Acquisition and MSR Servicing Agreement, dated as of December 30, 2013, by and between PennyMac Loan Services, LLC and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on January 3, 2014).
  10.113    Amendment No. 1 to Master Spread Acquisition and MSR Servicing Agreement, dated as of June 1, 2014, by and between PennyMac Loan Services, LLC and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.114 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
  10.114    Security and Subordination Agreement, dated as of December 30, 2013, between Credit Suisse First Boston Mortgage Capital LLC and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on January 3, 2014).
  10.115    Master Spread Acquisition and MSR Servicing Agreement, dated as of December 19, 2014, by and between PennyMac Loan Services, LLC, PennyMac Holdings, LLC and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 24, 2014).

 

106


Table of Contents

Exhibit
Number

  

Exhibit Description

  10.116    Master Repurchase Agreement, dated as of February 18, 2014, between The Royal Bank of Scotland PLC, PennyMac Corp., PennyMac Holdings, LLC, and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 24, 2014).
  10.117    Guaranty, dated as of February 18, 2014, of PennyMac Mortgage Investment Trust in favor of The Royal Bank of Scotland PLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on February 24, 2014).
  10.118    Amended and Restated Confidentiality Agreement, dated as of March 1, 2013, between Private National Mortgage Acceptance Company, LLC and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.89 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
  10.119    Letter Agreement, dated as of June 14, 2013, between PennyMac Corp. and Citigroup Global Markets Realty Corp. (incorporated by reference to Exhibit 10.98 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).*
  10.120    Letter Agreement, dated as of June 28, 2013, between PennyMac Corp. and Citigroup Global Markets Realty Corp. (incorporated by reference to Exhibit 10.99 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).*
  10.121    Mortgage Loan Participation Purchase and Sale Agreement, dated as of December 23, 2011, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.122    Amendment No. 1 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of August 17, 2012, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.123    Amendment No. 2 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of October 29, 2012, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.124    Amendment No. 3 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of December 5, 2012, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.125    Amendment No. 4 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of January 3, 2013, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.126    Amendment No. 5 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 28, 2013, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.127    Amendment No. 6 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of January 2, 2014, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.128    Amendment No. 7 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of January 31, 2014, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed on February 6, 2014).

 

107


Table of Contents

Exhibit
Number

  

Exhibit Description

  10.129    Amendment No. 8 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 27, 2014, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (incorporated by reference to Exhibit 10.130 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
  10.130    Amendment No. 9 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of January 30, 2015, among Bank of America, N.A., PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P.
  10.131    Guaranty, dated as of December 23, 2011, by PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. in favor of Bank of America, N.A. (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed on February 6, 2014).
  10.132    Master Repurchase Agreement, dated as of July 9, 2014, among Bank of America, N.A., PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 14, 2014).
  10.133    Amendment No. 1 to Master Repurchase Agreement, dated as of July 9, 2014, among Bank of America, N.A., PennyMac Operating Partnership, L.P. and PennyMac Mortgage Investment Trust.
  10.134    Guaranty, dated as of July 9, 2014, by PennyMac Mortgage Investment Trust in favor of Bank of America, N.A. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 14, 2014).
  10.135    Master Repurchase Agreement, dated as of January 27, 2015, among JPMorgan Chase Bank, National Association, PennyMac Corp., PennyMac Operating Partnership, L.P., PennyMac Holdings, LLC, PMC REO Trust 2015-1, TRS REO Trust 1-A, and PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 2, 2015).
  10.136    Guaranty, dated as of January 27, 2015, by PennyMac Mortgage Investment Trust in favor of JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on February 2, 2015).
  21.1    Subsidiaries of PennyMac Mortgage Investment Trust.
  23.1    Consent of Deloitte & Touche LLP.
  31.1    Certification of Stanford L. Kurland pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2    Certification of Anne D. McCallion pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1**    Certification of Stanford L. Kurland pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2**    Certification of Anne D. McCallion pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101    Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2014 and 2013, (ii) the Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012, (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2014, 2013 and 2012, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012, and (v) the Notes to the Consolidated Financial Statements.

 

* Certain terms have been redacted pursuant to requests for confidential treatment submitted to the Securities and Exchange Commission concurrently with the filing of this Report.
** The certifications attached hereto as Exhibits 32.1 and 32.2 are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Indicates management contract or compensatory plan or arrangement.

 

108


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

 

     Page  

Report of Independent Registered Public Accounting Firm

  

Financial Statements:

  

Consolidated Balance Sheets

     F–1   

Consolidated Statements of Income

     F–3   

Consolidated Statements of Changes in Shareholders’ Equity

     F–4   

Consolidated Statements of Cash Flows

     F–5   

Notes to Consolidated Financial Statements

     F–7   


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of

PennyMac Mortgage Investment Trust:

We have audited the accompanying consolidated balance sheets of PennyMac Mortgage Investment Trust and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of PennyMac Mortgage Investment Trust and subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2015, expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

March 2, 2015


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

     December 31,
2014
     December 31,
2013
 
     (in thousands, except share data)  
ASSETS      

Cash

   $ 76,386       $ 27,411   

Short-term investments

     139,900         92,398   

Mortgage-backed securities at fair value pledged to secure assets sold under agreements to repurchase

     307,363         197,401   

Mortgage loans acquired for sale at fair value (includes $609,608 and $454,210 pledged to secure assets sold under agreements to repurchase)

     637,722         458,137   

Mortgage loans at fair value (includes $2,709,161 and $2,480,728 pledged to secure assets sold under agreements to repurchase)

     2,726,952         2,600,317   

Mortgage loans under forward purchase agreements at fair value pledged to secure borrowings under forward purchase agreements

     —           218,128   

Excess servicing spread purchased from PennyMac Financial Services, Inc. at fair value

     191,166         138,723   

Derivative assets

     11,107         7,976   

Real estate acquired in settlement of loans (includes $150,649 and $89,404 pledged to secure assets sold under agreements to repurchase)

     303,228         138,942   

Real estate acquired in settlement of loans under forward purchase agreements pledged to secure forward purchase agreements

     —           9,138   

Mortgage servicing rights (includes $57,358 and $26,452 carried at fair value)

     357,780         290,572   

Servicing advances

     79,878         59,573   

Due from PennyMac Financial Services, Inc.

     6,621         6,009   

Other assets

     66,193         66,192   
  

 

 

    

 

 

 

Total assets

$ 4,904,296    $ 4,310,917   
  

 

 

    

 

 

 
LIABILITIES

Assets sold under agreements to repurchase

$ 2,730,130    $ 2,039,605   

Mortgage loan participation and sale agreement

  20,236      —     

Borrowings under forward purchase agreements

  —        226,580   

Asset-backed secured financing of the variable interest entity at fair value

  165,920      165,415   

Exchangeable senior notes

  250,000      250,000   

Derivative liabilities

  2,430      1,961   

Accounts payable and accrued liabilities

  67,806      71,561   

Due to PennyMac Financial Services, Inc.

  23,943      18,636   

Income taxes payable

  51,417      59,935   

Liability for losses under representations and warranties

  14,242      10,110   
  

 

 

    

 

 

 

Total liabilities

  3,326,124      2,843,803   
  

 

 

    

 

 

 

Commitments and contingencies

SHAREHOLDERS’ EQUITY

Common shares of beneficial interest—authorized, 500,000,000 common shares of $0.01 par value; issued and outstanding, 74,510,159 and 70,458,082 common shares, respectively

  745      705   

Additional paid-in capital

  1,479,699      1,384,468   

Retained earnings

  97,728      81,941   
  

 

 

    

 

 

 

Total shareholders’ equity

  1,578,172      1,467,114   
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

$ 4,904,296    $ 4,310,917   
  

 

 

    

 

 

 

 

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

F-1


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

Assets and liabilities of consolidated variable interest entity (“VIE”) included in total assets and liabilities (the assets of the VIE can only be used to settle liabilities of the VIE):

 

     December 31,
2014
     December 31,
2013
 
     (in thousands)  
ASSETS      

Mortgage loans at fair value

   $ 527,369       $ 523,652   

Other assets - interest receivable

     1,651         1,584   
  

 

 

    

 

 

 
   $ 529,020       $ 525,236   
  

 

 

    

 

 

 
LIABILITIES      

Asset-backed secured financing at fair value

   $ 165,920       $ 165,415   

Accounts payable and accrued expenses - interest payable

     477         497   
  

 

 

    

 

 

 
   $ 166,397       $ 165,912   
  

 

 

    

 

 

 

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

 

F-2


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 

     Year ended December 31,  
     2014     2013     2012  
     (in thousands, except per share data)  

Net investment income

      

Net gain on mortgage loans acquired for sale

   $ 35,647      $ 98,669      $ 147,675   

Loan origination fees

     18,184        17,765        10,545   

Net interest income:

      

Interest income

      

From nonaffiliates

     159,056        121,771        72,441   

From PennyMac Financial Services, Inc.

     13,292        1,091        —     
  

 

 

   

 

 

   

 

 

 
  172,348      122,862      72,441   

Interest expense

  85,589      65,222      31,642   
  

 

 

   

 

 

   

 

 

 
  86,759      57,640      40,799   
  

 

 

   

 

 

   

 

 

 

Net gain on investments:

From nonaffiliates

  222,643      205,335      103,649   

From PennyMac Financial Services, Inc.

  (20,834   2,423      —     
  

 

 

   

 

 

   

 

 

 
  201,809      207,758      103,649   

Net loan servicing fees

  37,893      32,791      (754

Results of real estate acquired in settlement of loans

  (32,451   (13,491   1,368   

Other

  8,900      4,386      244   
  

 

 

   

 

 

   

 

 

 

Net investment income

  356,741      405,518      303,526   
  

 

 

   

 

 

   

 

 

 

Expenses

Expenses earned by PennyMac Financial Services, Inc.:

Loan fulfillment fees

  48,719      79,712      62,906   

Loan servicing fees

  52,522      39,413      18,608   

Management fees

  35,035      32,410      12,436   

Professional services

  8,380      8,373      6,053   

Compensation

  8,328      7,914      7,144   

Other

  24,293      23,061      9,557   
  

 

 

   

 

 

   

 

 

 

Total expenses

  177,277      190,883      116,704   
  

 

 

   

 

 

   

 

 

 

Income before provision for income taxes

  179,464      214,635      186,822   

(Benefit from) provision for income taxes

  (15,080   14,445      48,573   
  

 

 

   

 

 

   

 

 

 

Net income

$ 194,544    $ 200,190    $ 138,249   
  

 

 

   

 

 

   

 

 

 

Earnings per share

Basic

$ 2.62    $ 3.13    $ 3.14   

Diluted

$ 2.47    $ 2.96    $ 3.14   

Weighted-average shares outstanding

Basic

  73,495      63,426      43,553   

Diluted

  82,211      69,448      43,876   

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

 

F-3


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

     Number
of
shares
     Par
value
     Additional
paid-in
capital
    Retained
earnings
    Total  
     (in thousands)  

Balance at December 31, 2011

     28,405       $ 284       $ 518,272      $ 27,461      $ 546,017   

Net income

     —           —           —          138,249        138,249   

Share-based compensation

     163         2         5,066        —          5,068   

Dividends, $2.22 per share

     —           —           —          (94,821     (94,821

Proceeds from issuance of common shares

     30,336         303         607,881        —          608,184   

Underwriting and offering costs

     —           —           (1,361     —          (1,361
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2012

     58,904         589         1,129,858        70,889        1,201,336   

Net income

     —           —           —          200,190        200,190   

Share-based compensation

     254         3         5,449        —          5,452   

Dividends, $2.87 per share

     —           —           —          (189,138     (189,138

Proceeds from issuance of common shares

     11,300         113         261,482        —          261,595   

Underwriting and offering costs

     —           —           (12,321     —          (12,321
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2013

     70,458         705         1,384,468        81,941        1,467,114   

Net income

     —           —           —          194,544        194,544   

Share-based compensation

     235         2         5,750        —          5,752   

Dividends, $2.40 per share

     —           —           —          (178,757     (178,757

Proceeds from issuance of common shares

     3,817         38         90,551        —          90,589   

Underwriting and offering costs

     —           —           (1,070     —          (1,070
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2014

     74,510       $ 745       $ 1,479,699      $ 97,728      $ 1,578,172   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

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

 

F-4


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Year ended December 31,  
     2014     2013     2012  
     (in thousands)  

Cash flows from operating activities

      

Net income

   $ 194,544      $ 200,190      $ 138,249   

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

      

Net gain on mortgage loans acquired for sale at fair value

     (35,647     (98,669     (147,675

Accrual of unearned discounts and amortization of premiums on mortgage-backed securities, mortgage loans at fair value, and asset-backed secured financing

     (1,588     (186     (142

Capitalization of interest on mortgage loans at fair value

     (66,850     (43,481     (19,745

Accrual of interest on excess servicing spread

     (13,292     (1,348     —     

Amortization of credit facility commitment fees and debt issuance costs

     9,763        9,081        2,952   

(Reversal) accrual of costs related to forward purchase agreements

     (168     7,083        3,421   

Net gain on investments

     (201,809     (210,168     (103,649

Change in fair value, amortization and impairment of mortgage servicing rights

     42,124        22,642        11,730   

Results of real estate acquired in settlement of loans

     32,451        13,491        (1,368

Share-based compensation expense

     5,752        5,452        5,067   

Purchases of mortgage loans acquired for sale at fair value

     (28,381,456     (32,013,163     (22,439,514

Purchases of mortgage loans acquired for sale at fair value from PennyMac Financial Services, Inc.

     (8,082     (12,339     (3,622

Repurchase of mortgage loans subject to representation and warranties

     1,747        —          —     

Sales and repurchases of mortgage loans acquired for sale at fair value to nonaffiliates

     11,703,015        15,818,582        12,834,001   

Sales of mortgage loans acquired for sale to PennyMac Financial Services, Inc.

     16,431,338        16,113,806        8,864,265   

Increase in servicing advances

     (40,084     (35,134     (15,683

Increase in due from PennyMac Financial Services, Inc.

     (127     (1,180     (4,482

Increase in other assets

     (24,910     (33,956     (12,948

Decrease in accounts payable and accrued liabilities

     (6,361     (14,518     32,818   

Increase in payable to PennyMac Financial Services, Inc.

     2,122        7,364        50   

(Decrease) increase in income taxes payable

     (8,518     23,619        35,875   
  

 

 

   

 

 

   

 

 

 

Net cash used by operating activities

  (366,036   (242,832   (820,400
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities

Net increase in short-term investments

  (47,502   (53,381   (8,698

Maturity of United States Treasury security

  —        —        50,000   

Purchases of mortgage-backed securities at fair value

  (185,972   (199,558   (112,211

Sale of mortgage-backed securities at fair value

  68,284      2,566      189,167   

Repayments of mortgage-backed securities at fair value

  18,499      —        —     

Purchase of Agency debt security

  —        (12,000   —     

Sale of Agency debt security

  —        13,725      —     

Purchases of mortgage loans at fair value

  (554,604   (1,063,162   (541,696

Sales and repayments of mortgage loans at fair value

  598,339      262,566      169,877   

Repayments of mortgage loans under forward purchase agreements at fair value

  6,413      15,319      14,292   

Purchase of excess servicing spread from PennyMac Financial Services, Inc.

  (95,892   (139,028   —     

Repayment of excess servicing spread by PennyMac Financial Services, Inc.

  39,257      4,076      —     

Settlements of derivative financial instruments

  (10,436   —        —     

Purchase of real estate acquired in settlement of loans

  (3,049   (82   (48

Sales of real estate acquired in settlement of loans

  184,467      120,925      126,499   

Sales of real estate acquired in settlement of loans under forward purchase agreements

  5,365      651      9,912   

Purchase of mortgage servicing rights

  —        (1,419   (23

Sale of mortgage servicing rights

  474      —        104   

Decrease (increase) in margin deposits and restricted cash

  4,329      19,806      (8,617
  

 

 

   

 

 

   

 

 

 

Net cash provided (used) by investing activities

  27,972      (1,028,996   (111,442
  

 

 

   

 

 

   

 

 

 

 

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

F-5


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

 

     Year ended December 31,  
     2014     2013     2012  
     (in thousands)  

Cash flows from financing activities

      

Sales of assets under agreement to repurchase

     31,873,913        33,455,407        21,848,769   

Repurchases of assets sold under agreements to repurchase

     (31,183,387     (32,671,903     (21,252,596

Sale of mortgage loan participation certificates

     4,246,892        —          —     

Repayment of mortgage loan participation certificates

     (4,226,656     —          —     

Repayments of borrowings under forward purchase agreements

     (227,866     (27,070     (157,166

Issuance of asset-backed secured financing at fair value

     —          170,008        —     

Payment of asset-backed secured financing at fair value

     (8,571     (2,406     —     

Issuance of exchangeable senior notes

     —          250,000        —     

Payment of exchangeable senior notes issuance costs

     —          (7,425     —     

Issuance of common shares

     90,589        261,595        608,184   

Payment of common share underwriting and offering costs

     (1,070     (12,321     (1,361

Payment of contingent underwriting fees payable

     (2,372     (2,834     —     

Payment of dividends

     (174,433     (147,568     (94,821
  

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

  387,039      1,265,483      951,009   
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash

  48,975      (6,345   19,167   

Cash at beginning of period

  27,411      33,756      14,589   
  

 

 

   

 

 

   

 

 

 

Cash at end of period

$ 76,386    $ 27,411    $ 33,756   
  

 

 

   

 

 

   

 

 

 

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

 

F-6


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization and Basis of Presentation

PennyMac Mortgage Investment Trust (“PMT” or the “Company”) was organized in Maryland on May 18, 2009, and commenced operations on August 4, 2009, when it completed its initial offerings of common shares of beneficial interest (“common shares”). The Company is a specialty finance company, which, through its subsidiaries (all of which are wholly-owned), invests primarily in residential mortgage loans and mortgage-related assets.

The Company operates in two segments: correspondent production and investment activities:

 

    The correspondent production segment represents the Company’s operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of mortgage-backed securities (“MBS”), using the services of PNMAC Capital Management (the “Manager or PCM”) and PennyMac Loan Services, LLC (“PLS” or the “Servicer”), both indirect subsidiaries of PennyMac Financial Services, Inc. (“PFSI”).

Most of the loans the Company has acquired in its correspondent production activities have been eligible for sale to government-sponsored entities such as the Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) or through government agencies such as the Government National Mortgage Association (“Ginnie Mae”). Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an “Agency” and, collectively, as the “Agencies.”

 

    The investment activities segment represents the Company’s investments in mortgage-related assets, which include distressed mortgage loans, real estate acquired in settlement of loans (“REO”), MBS, mortgage servicing rights (“MSRs”) and excess servicing spread (“ESS”). The Company seeks to maximize the value of its acquired distressed mortgage loans through proprietary loan modification programs, special servicing or other initiatives focused on keeping borrowers in their homes. Where this is not possible, such as in the case of many nonperforming mortgage loans, the Company seeks to effect property resolution in a timely, orderly and economically efficient manner, including through the use of resolution alternatives to foreclosure.

The Company believes that it qualifies, and has elected to be taxed, as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), beginning with its taxable period ended on December 31, 2009. To maintain its tax status as a REIT, the Company has to distribute at least 90% of its taxable income in the form of qualifying distributions to shareholders.

The Company conducts substantially all of its operations and makes substantially all of its investments through its subsidiary, PennyMac Operating Partnership, L.P. (the “Operating Partnership”), and the Operating Partnership’s subsidiaries. A wholly-owned subsidiary of the Company is the sole general partner, and the Company is the sole limited partner, of the Operating Partnership.

The accompanying consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (the “Codification”). Preparation of financial statements in compliance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results will likely differ from those estimates.

Note 2—Concentration of Risks

As discussed in Note 1—Organization and Basis of Presentation above, PMT’s operations and investing activities are centered in mortgage-related assets, a substantial portion of which are distressed at acquisition. Many of the mortgage loans in its targeted asset class are purchased at discounts reflecting their distressed state or perceived higher risk of default, as well as a greater likelihood of collateral documentation deficiencies.

 

F-7


Table of Contents

Because of the Company’s investment focus, PMT is exposed, to a greater extent than traditional mortgage investors, to the risks that borrowers may be in economic distress and/or may have become unemployed, bankrupt or otherwise unable or unwilling to make payments when due, and to the effects of fluctuations in the residential real estate market on the performance of its investments. Factors influencing these risks include, but are not limited to:

 

    changes in the overall economy and unemployment rates and residential real estate values in the markets where the properties securing the Company’s mortgage loans are located;

 

    PCM’s ability to identify and the Servicer’s ability to execute optimal resolutions of problem mortgage loans;

 

    the accuracy of valuation information obtained during the Company’s due diligence activities;

 

    PCM’s ability to effectively model, and to develop appropriate model assumptions that properly anticipate, future outcomes;

 

    the level of government support for problem loan resolution and the effect of current and future proposed and enacted legislative and regulatory changes on the Company’s ability to effect cures or resolutions to distressed loans; and

 

    regulatory, judicial and legislative support of the foreclosure process, and the resulting effect on the Company’s ability to acquire and liquidate the real estate securing its portfolio of distressed mortgage loans in a timely manner or at all.

Due to these uncertainties, there can be no assurance that risk management activities identified and executed on PMT’s behalf will prevent significant losses arising from the Company’s investments in real estate-related assets.

A substantial portion of the distressed mortgage loans and REO purchased by the Company in prior years has been acquired from or through one or more subsidiaries of Citigroup Inc. The following tables present purchases for the Company’s investment portfolio of mortgage loans and REO (including purchases under forward purchase agreements), and the portion thereof representing assets purchased from or through one or more subsidiaries of Citigroup Inc.:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Investment portfolio purchases:

        

Mortgage loans

   $ 557,432       $ 1,309,767       $ 542,766   

REO

     3,117         120         297   
  

 

 

    

 

 

    

 

 

 
$ 560,549    $ 1,309,887    $ 543,063   
  

 

 

    

 

 

    

 

 

 

Investment portfolio purchases above through one or more subsidiaries of Citigroup Inc.:

Mortgage loans

$ 26,737    $ 443,154    $ 504,710   

REO

  68      38      48   
  

 

 

    

 

 

    

 

 

 
$ 26,805    $ 443,192    $ 504,758   
  

 

 

    

 

 

    

 

 

 

Following is a summary of the Company’s holdings of assets purchased through one or more subsidiaries of Citigroup Inc.:

 

     December 31,      December 31,  
     2014      2013  
     (in thousands)  

Mortgage loans at fair value

   $ 943,163       $ 1,138,131   

Mortgage loans under forward purchase agreements at fair value

     —           218,128   

REO

     108,302         84,726   

REO under forward purchase agreements

     —           8,705   
  

 

 

    

 

 

 
$ 1,051,465    $ 1,449,690   
  

 

 

    

 

 

 

Total holdings of mortgage loans and REO

$ 3,030,180    $ 2,966,525   
  

 

 

    

 

 

 

 

F-8


Table of Contents

Throughout the three-year period ended December 31, 2014, the Company entered into forward purchase agreements with Citigroup Global Markets Realty Corp. (“CGM”), a subsidiary of Citigroup Inc., to purchase certain nonperforming residential mortgage loans and residential real property acquired in settlement of loans (collectively, the “CGM Assets”). The CGM Assets were acquired by CGM from unaffiliated money center banks. The CGM assets were held in a trust subsidiary by CGM pending payment by the Company.

The Company recognized these assets and related obligations as of the dates of the forward purchase agreements and recognized all subsequent income and changes in value relating to such assets. As a result of recognizing these assets, the Company’s consolidated statements of income and cash flows for the periods presented include the following amounts related to the forward purchase agreements:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Statements of income:

        

Interest income

   $ 3,584       $ 3,659       $ 996   

Interest expense

   $ 2,363       $ 3,707       $ 2,396   

Net gain on investments

   $ 803       $ 11,720       $ 9,293   

Net loan servicing fees

   $ 516       $ 852       $ 1,011   

Results of REO

   $ (473    $ (20    $ 1,870   

Statements of cash flows:

        

Repayments of mortgage loans

   $ 6,413       $ 15,319       $ 14,292   

Sales of REO

   $ 5,365       $ 651       $ 9,912   

Repayments of borrowings under forward purchase agreements

   $ (227,866    $ (27,070    $ (157,166

The Company has no other variable interests in the trust entity or other exposure to the creditors of the trust entity that could expose the Company to loss.

Note 3—Significant Accounting Policies

PMT’s significant accounting policies are summarized below.

Consolidation

The consolidated financial statements include the accounts of PMT and all wholly-owned subsidiaries. PMT has no significant equity method or cost-basis investments. Intercompany accounts and transactions have been eliminated upon consolidation. The Company also consolidates assets and liabilities included in certain securitization transactions and forward purchase agreements as discussed below.

Securitizations

The Company enters into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”), which are trusts that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, the Company transfers mortgage loans on its balance sheet to an SPE, which then issues to investors various forms of interests in those assets. In a securitization transaction, the Company typically receives cash and/or interests in an SPE in exchange for the assets transferred by the Company.

SPEs are generally considered variable interest entities (“VIEs”). A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors at risk lack the ability to control the entity’s activities. Variable interests are investments or other interests that will absorb portions of a VIE’s expected losses or receive portions of the VIE’s expected residual returns.

The Company consolidates the assets and liabilities of VIEs of which the Company is the primary beneficiary. The primary beneficiary is the party that has both the power to direct the activities that most significantly impact the VIE and holds a variable interest that could potentially be significant to the VIE. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis.

 

F-9


Table of Contents

The Company evaluates the securitization trust into which mortgage loans are sold to determine whether the entity is a VIE and whether the Company is the primary beneficiary and therefore whether it is required to consolidate the securitization trust. For the VIE consolidated by the Company, PMT determined it was the primary beneficiary of the VIE as it had the power, through its affiliate, PLS, in its role as servicer of the mortgage loans, to direct the activities of the trust that most significantly impact the trust’s economic performance and the retained subordinated and residual interest trust certificates expose the Company to potentially significant losses and returns.

The asset-backed securities issued by the consolidated VIE are backed by the expected cash flows from the underlying mortgage loans. Cash inflows from these mortgage loans are distributed to investors and service providers in accordance with the contractual priority of payments and, as such, most of these inflows must be directed first to service and repay the senior notes or certificates. After these senior obligations are settled, substantially all cash inflows will be directed to the subordinated notes until fully repaid and, thereafter, to the residual interest that the Company owns in the trust.

The Company retains interests in the securitization transaction, including senior and subordinated notes or certificates and residual interests issued by the VIE. The Company retains credit risk in the securitization because the Company’s retained interests include the most subordinated interests in the securitized assets, which are the first to absorb credit losses on those assets. The Company expects that any credit losses in the pools of securitized assets will likely be limited to the Company’s subordinated and residual retained interests. The Company has no obligation to repurchase or replace securitized assets that subsequently become delinquent or are otherwise in default other than pursuant to breaches of representations and warranties.

For financial reporting purposes, the mortgage loans and securities owned by the consolidated VIE are shown under a separate statement following the Company’s consolidated balance sheets. The securities issued to third parties by the consolidated VIE are classified as secured borrowings and shown as Asset-backed secured financing on the Company’s consolidated balance sheets. The Company includes the interest income earned on the loans owned at the VIE and interest expense attributable to the asset-backed securities issued by the VIE on its consolidated income statements.

Forward Purchase Agreements

The Company enters into transactions whereby it agrees to purchase identified pools of mortgage loans and real estate at a later date while assuming all of the responsibilities for servicing the loans and the risks and rewards relating to holding such mortgage loans as of a cutoff date that is before the loans are purchased. All of the changes in the fair value and cash flows of the assets subject to forward purchase agreements are attributable solely to the Company, and such cash flows can only be used to settle the related liability. Such transactions are referred to as forward purchase agreements. Under forward purchase agreements, the assets are held by the seller within a separate trust entity. The Manager has concluded that the Company is the primary beneficiary of those assets and therefore consolidates those assets and related liabilities in the separate trust entity.

The Company’s interests in the assets subject to forward purchase agreements are deemed to be contractually segregated from all other interests in the separate trust entity. When assets are contractually segregated, they are often referred to as a “silo.” For these transactions, the silo consists of the assets subject to forward purchase agreements and its related liability. The Company directs all of the activities that drive the economic results of the assets subject to forward purchase agreements.

The assets subject to forward purchase agreements are included on the Company’s consolidated balance sheet as Mortgage loans under forward purchase agreements at fair value and Real estate acquired in settlement of loans under forward purchase agreements and the related liabilities are included as Borrowings under forward purchase agreements.

Valuation of Financial Instruments

PMT groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. These levels are:

 

    Level 1—Quoted prices in active markets for identical assets or liabilities.

 

    Level 2—Prices determined or determinable using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and others.

 

   

Level 3—Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the

 

F-10


Table of Contents
 

period), unobservable inputs may be used. Unobservable inputs reflect the Company’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.

The valuation method used to estimate fair value may produce a fair value measurement that may not be indicative of ultimate realizable value. Furthermore, while the Manager believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or assumptions to estimate the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Those estimated values may differ significantly from the fair values that would have been used had a readily available market for such loans or investments existed, or had such loans or investments been liquidated, and those differences could be material to the financial statements.

The Manager incorporates lack of liquidity into its fair value estimates based on the type of asset or liability measured and the valuation method used. For example, for mortgage loans where the significant inputs have become unobservable due to illiquidity in the markets for distressed mortgage loans or non-Agency, non-conforming mortgage loans, PMT uses a discounted cash flow technique to estimate fair value. This technique incorporates forecasting of expected cash flows discounted at a market discount rate that is intended to reflect the lack of liquidity in the market.

Short-Term Investments

Short-term investments are carried at fair value with changes in fair value recognized in current period income. Short-term investments represent money market deposit accounts. The Company’s short-term investments are classified as a “Level 1” fair value financial statement item.

Mortgage-Backed Securities

The Company invests in Agency and non-Agency MBS. Purchases and sales of MBS and Agency debt are recorded as of the trade date. The Company’s investments in MBS are carried at fair value with changes in fair value recognized in current period income. Changes in fair value arising from amortization of purchase premiums and accrual of unearned discounts are recognized using the interest method as a component of Interest income. Changes in fair value arising from other factors are recognized as a component of Net gain (loss) on investments.

The Company categorizes its investments in Agency MBS and senior non-Agency MBS as “Level 2” fair value financial statement items.

Interest Income Recognition

Interest income on MBS is recognized over the life of the security using the interest method. The Manager estimates, at the time of purchase, the future expected cash flows and determines the effective interest rate based on the estimated cash flows and the security’s purchase price. The Manager updates its cash flow estimates monthly.

Estimating cash flows requires a number of inputs that are subject to uncertainties, including the rate and timing of principal payments (including prepayments, repurchases, defaults and liquidations), the pass-through or coupon interest rate, interest rate fluctuations, interest payment shortfalls due to delinquencies on the underlying mortgage loans, the likelihood of modification and the timing of the magnitude of credit losses on the mortgage loans underlying the securities. The Manager applies its judgment in developing its estimates. However, these uncertainties are difficult to predict; therefore, the outcome of future events will affect the Company’s estimates and interest income.

Mortgage Loans

Mortgage loans and mortgage loans under forward purchase agreements are carried at their fair values. Changes in the fair value of mortgage loans are recognized in current period income. All changes in fair value, including changes arising from the passage of time, are recognized as a component of Net gain (loss) on investments for mortgage loans classified as mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value and Net gain on mortgage loans acquired for sale for mortgage loans classified as mortgage loans acquired for sale at fair value.

Mortgage loans held by variable interest entity are carried at their fair values. Changes in the fair value of mortgage loans held by variable interest entity are recognized in current period income as a component of Net gain (loss) on investments. Changes in fair value relating to accrual of unearned discounts and amortization of purchase premiums are accrued or amortized to interest income using the interest method over the estimated remaining life of the loans including anticipated prepayments.

 

F-11


Table of Contents

Sale Recognition

The Company purchases from and sells mortgage loans into the secondary mortgage market without recourse for credit losses. However, the Company maintains continuing involvement with the loans in the form of servicing arrangements and liability under representations and warranties it makes to purchasers and insurers of the loans.

The Company recognizes transfers of mortgage loans as sales based on whether the transfer is made to a VIE:

 

    For mortgage loans that are not transferred to a VIE, the Company recognizes the transfer as a sale when it surrenders control over the mortgage loans. Control over transferred mortgage loans is deemed to be surrendered when (i) the mortgage loans have been isolated from the Company, (ii) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred mortgage loans, and (iii) the Company does not maintain effective control over the transferred mortgage loans through either (a) an agreement that entitles and obligates the Company to repurchase or redeem them before their maturity or (b) the ability to unilaterally cause the holder to return specific mortgage loans.

 

    For mortgage loans that are transferred to a VIE, the Company recognizes the transfer as a sale when the Manager determines that the Company is not the primary beneficiary of the VIE, as the Company does not have the power to direct the activities that will have the most significant economic impact on the VIE and/or does not hold a variable interest that could potentially be significant to the VIE.

Interest Income Recognition

The Company has the ability but not the intent to hold mortgage loans acquired for sale, mortgage loans at fair value and mortgage loans under forward purchase agreements, excluding mortgage loans held in a VIE, for the foreseeable future. Therefore, interest income on mortgage loans acquired for sale and mortgage loans at fair value is recognized over the life of the loans using their contractual interest rates.

The Company has both the ability and intent to hold mortgage loans held in a VIE for the foreseeable future. Therefore, interest income on mortgage loans held in a variable interest entity is recognized over the estimated remaining life of the mortgage loans using the interest method. Unearned discounts and purchase premiums are accrued and amortized to interest income using the effective interest rate inherent in the estimated cash flows inherent in the mortgage loans.

Income recognition is suspended and the accrued unpaid interest receivable is reversed against interest income when loans become 90 days delinquent, or when, in the Manager’s opinion, a full recovery of income and principal becomes doubtful. Income recognition is resumed when the loan becomes contractually current.

Derivative Financial Instruments

In its loan origination activities, the Company makes contractual commitments to loan applicants to originate mortgages at specified interest rates (“interest rate lock commitments” or “IRLCs”). These commitments are accounted for as derivative financial instruments. The Company manages the risk created by IRLCs relating to mortgage loans acquired for sale by entering into forward sale agreements to sell the mortgage loans and by the purchase and sale of interest rate options and futures. Such agreements are also accounted for as derivative financial instruments. These instruments may also be used to manage the risk created by changes in interest rates on certain of the MBS and MSRs the Company holds. The Company classifies its IRLCs as “Level 3” fair value financial statement items and the derivative financial instruments it acquires to manage the risks created by IRLCs and holding MBS, mortgage loans pending sale and MSRs as “Level 1” or “Level 2” fair value financial statement items.

The Company accounts for its derivative financial instruments as free-standing derivatives. The Company does not designate its derivative financial instruments for hedge accounting. All derivative financial instruments are recognized on the balance sheet at fair value with changes in fair value being reported in current period income. The fair value of the Company’s derivative financial instruments is included in Derivative assets and Derivative liabilities and changes in fair value are included in Net gain on mortgage loans acquired for sale, in Net gain on investments or in Net loan servicing fees, as applicable, in the Company’s consolidated statements of income.

When the Company has master netting agreements with its derivatives counterparties, the Company nets its counterparty positions along with any cash collateral received from or delivered to the counterparty.

 

F-12


Table of Contents

Mortgage Servicing Rights

MSRs arise from contractual agreements between the Company and investors (or their agents) in mortgage securities and mortgage loans. Under these contracts, the Company is obligated to provide loan servicing functions in exchange for fees and other remuneration. The servicing functions typically performed include, among other responsibilities, collecting and remitting loan payments; responding to borrower inquiries; accounting for principal and interest, holding custodial (impound) funds for payment of property taxes and insurance premiums; counseling delinquent mortgagors; and supervising the acquisition and disposition of REO. The Company has engaged PFSI to provide these services on its behalf.

The fair value of MSRs is derived from the net positive cash flows associated with the servicing contracts. The Company receives a servicing fee ranging generally from 0.250% to 0.375% annually on the remaining outstanding principal balances of the loans. The servicing fees are collected from the monthly payments made by the mortgagors. The Company generally receives other remuneration including rights to various mortgagor-contracted fees such as late charges and collateral reconveyance charges and the Company is generally entitled to retain the interest earned on funds held pending remittance of mortgagor principal, interest, tax and insurance payments.

The Company recognizes MSRs initially at their fair values, either as proceeds from sales of mortgage loans where the Company assumes the obligation to service the loan in the sale transaction, or from the purchase of MSRs. The precise fair value of MSRs is difficult to determine because MSRs are not actively traded in observable stand-alone markets. Considerable judgment is required to estimate the fair values of these assets and the exercise of such judgment can significantly affect the Company’s earnings. Therefore, the Company classifies its MSRs as “Level 3” fair value financial statement items.

The Company accounts for MSRs at either the asset’s fair value with changes in fair value recorded in current period earnings or using the amortization method with the MSRs carried at the lower of amortized cost or fair value based on the class of MSR. The Company has identified two classes of MSRs: originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5%; and MSRs backed by mortgage loans with initial interest rates of more than 4.5%. The Company’s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.

MSRs Accounted for Using the MSR Amortization Method

The Company amortizes MSRs that are accounted for using the MSR amortization method. MSR amortization is determined by applying the ratio of the net MSR cash flows projected for the current period to the estimated total remaining net MSR cash flows. The estimated total net MSR cash flows are determined at the beginning of each month using prepayment inputs applicable at that time.

The Company periodically assesses MSRs accounted for using the amortization method for impairment. Impairment occurs when the current fair value of the MSR falls below the asset’s carrying value (carrying value is the amortized cost reduced by any related valuation allowance). If MSRs are impaired, the impairment is recognized in current-period earnings and the carrying value of the MSRs is adjusted through a valuation allowance. If the fair value of impaired MSRs subsequently increases, the Company recognizes the increase in fair value in current-period earnings and adjusts the carrying value of the MSRs through a reduction in the valuation allowance to adjust the carrying value only to the extent of the valuation allowance.

The Company stratifies its MSRs by risk characteristic when evaluating for impairment. For purposes of performing its MSR impairment evaluation, the Company stratifies its servicing portfolio on the basis of certain risk characteristics including loan type (fixed-rate or adjustable-rate) and note interest rate. Fixed-rate mortgage loans are stratified into note interest rate pools of 50 basis points for note interest rates between 3.0% and 4.5% and a single pool for note interest rates below 3%. Adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool. If the fair value of MSRs in any of the note interest rate pools is below the carrying value of the MSRs for that pool, impairment is recognized to the extent of the difference between the fair value and the existing carrying value for that pool.

The Manager periodically reviews the various impairment strata to determine whether the fair value of the impaired MSRs in a given stratum is likely to recover. When the Manager deems recovery of the fair value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for that stratum to its estimated recoverable value is charged to the valuation allowance.

Amortization and impairment of MSRs are included in current period income as a component of Net loan servicing fees.

 

F-13


Table of Contents

MSRs Accounted for at Fair Value

Changes in fair value of MSRs accounted for at fair value are recognized in current period income as a component of Net loan servicing fees.

Excess Servicing Spread

The Company has acquired the right to receive the ESS related to MSRs owned by PFSI. ESS is carried at its fair value. Changes in fair value are recognized in current period income in Net gain on investments. Because the ESS is a claim to a portion of the cash flows from MSRs, the fair value measurement of the ESS is similar to that of MSRs. The Company categorizes ESS as a “Level 3” financial statement item. The Company uses a discounted cash flow approach to estimate the fair value of ESS. The key inputs used in the estimation of the fair value of ESS include prepayment speed and discount rate. Significant changes to those inputs in isolation may result in a significant change in the ESS fair value measurement. Changes in these key inputs are not necessarily directly related.

Interest Income Recognition

Interest income for ESS is accrued using the interest method, based upon the expected yield from the ESS through the expected life of the underlying mortgages. Changes to expected interest yield result in a change in fair value which is recorded in Interest income.

Real Estate Acquired in Settlement of Loans

REO is measured at the lower of the acquisition cost of the property (as measured by cost in the case of purchased REO; or the fair value of the mortgage loan immediately before acquisition in the case of acquisition in settlement of a loan) or its fair value reduced by estimated costs to sell. REO is categorized as a “Level 3” fair value financial statement item. Changes in fair value to levels that are less than or equal to acquisition cost and gains or losses on sale of REO are recognized in the consolidated statements of income under the caption Results of real estate acquired in settlement of loans.

Assets Sold Under Agreements to Repurchase

Assets sold under agreements to repurchase are carried at historical cost. Costs of creating the facilities underlying the agreements are recognized as deferred charges in Other assets and amortized to Interest expense over the term of the borrowing facility on the straight-line basis.

Asset-Backed Secured Financing at Fair Value

In conjunction with the on-balance sheet securitization, the certificates issued to nonaffiliates by the VIE are recorded as a financing arrangement. Those certificates issued to nonaffiliates have the right to receive principal and interest payments of the mortgage loans held by the consolidated VIE. Asset-backed secured financings are carried at fair value. Changes in fair value are recognized in current period income as a component of Net gain on investments. The Company categorizes asset-backed secured financing at fair value as a “Level 2” fair value financial statement items.

Liability for Losses Under Representation and Warranties

The Company’s agreements with the Agencies include representations and warranties related to the mortgage loans the Company sells to the Agencies. The representations and warranties require adherence to Agency origination and underwriting guidelines, including but not limited to the validity of the lien securing the mortgage loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

In the event of a breach of its representations and warranties, the Company may be required to either repurchase the mortgage loans with the identified defects or indemnify the investor or insurer. In such cases, the Company bears any subsequent credit loss on the mortgage loans. The Company’s credit loss may be reduced by any recourse it has to correspondent lenders that, in turn, had sold such mortgage loans to the Company and breached similar or other representations and warranties. In such event, the Company has the right to seek a recovery of related repurchase losses from that correspondent lender.

 

F-14


Table of Contents

The Company records a provision for losses relating to representations and warranties as part of its loan sale transactions. The method used to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, estimated future defaults and loan repurchase rates, the estimated severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. The Company establishes a liability at the time loans are sold and periodically updates its liability estimate. The level of the liability for representations and warranties is reviewed and approved by the Manager’s management credit committee.

The level of the liability for representations and warranties is difficult to estimate and requires considerable management judgment. The level of mortgage loan repurchase losses is dependent on economic factors, investor demand strategies, and other external conditions that may change over the lives of the underlying loans, The Company’s representations and warranties are generally not subject to stated limits of exposure. However, the Manager believes that the current unpaid principal balance of loans sold by the Company to date represents the maximum exposure to repurchases related to representations and warranties. The Manager believes the range of reasonably possible losses in relation to the recorded liability is not material to the Company’s financial condition or results of operations.

Underwriting Commissions and Offering Costs

Underwriting commissions and offering costs incurred in connection with the Company’s share offerings are reflected as a reduction of additional paid-in capital. Contingent offering costs that are deemed by the Manager as probable of being paid are recorded as a reduction of additional paid-in capital.

Loan Servicing Fees

Loan servicing fees and other remuneration are received by the Company for servicing mortgage loans. Loan servicing fees are recorded net of Agency guarantee fees paid by the Company. Loan servicing fees are recognized as earned over the life of the loans in the servicing portfolio. Loan servicing fees are deemed to be earned when they are collected.

Share-Based Compensation

The Company amortizes the fair value of previously granted share-based awards to compensation expense over the vesting period using the graded vesting method. Expense relating to share-based awards is included in Compensation in the consolidated statements of income.

The Company estimates the value of restricted share units awarded with reference to the fair value of its common shares on the date of the award. How the fair value of Company common shares is used in determining restricted share unit awards’ fair values depends on whether the restricted share units participate in Company dividends in the form of dividend equivalents.

 

    Fair value of restricted share unit awards that participate in dividends in the form of dividend equivalents is determined at the Company’s closing share price on the date of the award.

 

    Fair value of restricted share unit awards that do not participate in dividends is estimated by reducing the closing price of the Company’s common shares on the date of the award by the amount of expected shareholder distributions that the grantees will not receive during the vesting period, discounted at an appropriate risk-free rate of return. The amount of the reduction for anticipated distributions is based on amounts included in the Manager’s earnings forecast.

The Company determines the fair value of its share-based compensation awards depending on whether the awards are made to its trustees and officers or to non-employees such as officers and employees of affiliates:

 

    Compensation cost is generally fixed at the fair value of the award date for awards to officers and trustees of the Company.

 

    Compensation cost for share-based compensation awarded to non-officers or trustees of the Company is adjusted to reflect changes in the fair value of awards in each subsequent reporting period until the award has vested, the service being provided is subsequently completed, or, under certain circumstances, is likely to be completed, whichever occurs first.

The Manager’s estimates of compensation costs reflect the expected portion of share-based compensation awards that the Manager expects to vest.

 

F-15


Table of Contents

Income Taxes

The Company has elected to be taxed as a REIT and the Manager believes the Company complies with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, the Manager believes the Company will not be subject to federal income tax on that portion of its REIT taxable income that is distributed to shareholders as long as certain asset, income and share ownership tests are met. If PMT fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of the Company’s REIT qualification.

The Company’s taxable REIT subsidiaries are subject to federal and state income taxes. Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which the Manager expects those temporary differences to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs.

Subject to the Manager’s judgment, a valuation allowance is established if realization of deferred tax assets is not more likely than not. The Company recognizes a tax benefit relating to tax positions it takes only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. A tax position that meets this standard is recognized as the largest amount that exceeds 50 percent likelihood of being realized upon settlement. The Company will classify any penalties and interest as a component of income tax expense.

As of December 31, 2014 and 2013, the Company was not under examination by any federal or state income taxing authority.

Note 4—Transactions with Related Parties

Management Fees

Before February 1, 2013, under a management agreement, PMT paid PCM a base management fee which was calculated at 1.5% per year of shareholders’ equity. The management agreement also provided for a performance incentive fee. The performance incentive fee was calculated at 20% per year of the amount by which “core earnings,” on a rolling four-quarter basis and before the incentive fee, exceeded an 8% “hurdle rate” as defined in the management agreement. The Company did not incur a performance incentive fee before February 1, 2013.

Effective February 1, 2013, the management agreement was amended to provide that:

 

    The base management fee is calculated quarterly and is equal to the sum of (i) 1.5% per year of shareholders’ equity up to $2 billion, (ii) 1.375% per year of shareholders’ equity in excess of $2 billion and up to $5 billion, and (iii) 1.25% per year of shareholders’ equity in excess of $5 billion.

 

    The performance incentive fee is calculated at a defined annualized percentage of the amount by which “net income,” on a rolling four-quarter basis and before deducting the incentive fee, exceeds certain levels of return on “equity.”

The performance incentive fee is calculated quarterly and is equal to: (a) 10% of the amount by which net income for the quarter exceeds (i) an 8% return on equity plus the high watermark, up to (ii) a 12% return on equity; plus (b) 15% of the amount by which net income for the quarter exceeds (i) a 12% return on equity plus the high watermark, up to (ii) a 16% return on equity; plus (c) 20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark.

For the purpose of determining the amount of the performance incentive fee:

“Net income” is defined as net income or loss computed in accordance with GAAP and certain other non-cash charges determined after discussions between PCM and PMT’s independent trustees and after approval by a majority of PMT’s independent trustees.

“Equity” is the weighted average of the issue price per common share of all of PMT’s public offerings, multiplied by the weighted average number of common shares outstanding (including restricted share units) in the four-quarter period.

The “high watermark” is the quarterly adjustment that reflects the amount by which the net income (stated as a percentage of return on equity) in that quarter exceeds or falls short of the lesser of 8% and the Fannie Mae MBS yield (the target yield) for such quarter. The “high watermark” starts at zero and is adjusted

 

F-16


Table of Contents

quarterly. If the net income is lower than the target yield, the high watermark is increased by the difference. If the net income is higher than the target yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns to zero. As a result, the threshold amounts required for PCM to earn a performance incentive fee are adjusted cumulatively based on the performance of PMT’s net income over (or under) the target yield, until the net income in excess of the target yield exceeds the then-current cumulative high watermark amount, and a performance incentive fee is earned.

The base management fee and the performance incentive fee are both payable quarterly in arrears. The performance incentive fee may be paid in cash or in PMT’s common shares (subject to a limit of no more than 50% paid in common shares), at the Company’s option.

Following is a summary of the base management and performance incentive fees recorded by the Company:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Management fee:

  

Base

   $ 23,330       $ 19,644       $ 12,436   

Performance incentive

     11,705         12,766         —     
  

 

 

    

 

 

    

 

 

 

Total management fee incurred during the year

$ 35,035    $ 32,410    $ 12,436   
  

 

 

    

 

 

    

 

 

 

In the event of termination of the management agreement between the Company and PFSI, PFSI may be entitled to a termination fee in certain circumstances. The termination fee is equal to three times the sum of (a) the average annual base management fee, and (b) the average annual performance incentive fee earned by PFSI, in each case during the 24-month period before termination.

Mortgage Loan Servicing

The Company, through its Operating Partnership, has a loan servicing agreement with PLS. Before February 1, 2013, the servicing fee rates were based on the risk characteristics of the mortgage loans serviced and total servicing compensation was established at levels that the Manager believed were competitive with those charged by other servicers or specialty servicers, as applicable.

 

    Servicing fee rates for nonperforming loans ranged between 50 and 100 basis points per year on the unpaid principal balance of the mortgage loans serviced on the Company’s behalf. PLS was also entitled to certain customary market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and late charges, as well as interest on funds on deposit in custodial accounts. In the event PLS either effected a refinancing of a loan on the Company’s behalf and not through a third party lender and the resulting loan was readily saleable, or originated a loan to facilitate the disposition of real estate that the Company had acquired in settlement of a loan, PLS was entitled to receive market-based fees and compensation from the Company.

 

    For mortgage loans serviced by the Company as a result of acquisitions and sales with servicing rights retained in connection with the Company’s correspondent production business, PLS was entitled to base subservicing fees and other customary market-based fees and charges as described above.

Effective February 1, 2013, the servicing agreement was amended to provide for servicing fees earned by PLS that changed from being based on a percentage of the mortgage loan’s unpaid principal balance to fixed per-loan monthly amounts based on the delinquency, bankruptcy and/or foreclosure status of the serviced loan or the REO. PLS also remains entitled to market-based fees and charges including boarding and deboarding, liquidation and disposition fees, assumption, modification and origination fees and late charges relating to loans it services for the Company.

 

    The base servicing fees for distressed whole loans are calculated based on a monthly per-loan dollar amount, with the actual dollar amount for each loan based on the delinquency, bankruptcy and/or foreclosure status of such loan or the related underlying real estate. Presently, the base servicing fees for distressed whole loans range from $30 per month for current loans up to $125 per month for loans that are severely delinquent and in foreclosure.

 

   

The base servicing fees for non-distressed loans subserviced by PLS on the Company’s behalf are also calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the mortgage loan is a fixed-rate or adjustable-rate loan. The base servicing fees for loans

 

F-17


Table of Contents
 

subserviced on the Company’s behalf are $7.50 per month for fixed-rate loans and $8.50 per month for adjustable rate mortgage loans. To the extent that these loans become delinquent, PLS is entitled to an additional servicing fee per mortgage loan falling within a range of $10 to $75 per month based on the delinquency, bankruptcy and foreclosure status of the mortgage loan or the related underlying real estate. PLS is also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees.

 

    PLS is required to provide a range of services and activities significantly greater in scope than the services provided in connection with a customary servicing arrangement because the Company does not have any employees or infrastructure. For these services, PLS receives a supplemental fee of $25 per month for each distressed whole loan and $3.25 per month for each subserviced mortgage loan; provided, however, that from and after January 1, 2014, the aggregate supplemental servicing fees for all mortgage loans that are owned by a third party investor and with respect to which the Company has acquired the related servicing rights (and that are not distressed whole loans) shall not exceed $700,000 in any fiscal quarter. PLS is entitled to reimbursement for all customary, good faith reasonable and necessary out-of-pocket expenses incurred in performance of its servicing obligations.

 

    PLS, on behalf of the Company, currently participates in the Home Affordable Modification Program (“HAMP”) of the U.S. Department of the Treasury and U.S. Department of Housing and Urban Development (“HUD”) (and other similar mortgage loan modification programs). HAMP establishes standard loan modification guidelines for “at risk” homeowners and provides incentive payments to certain participants, including loan servicers, for achieving modifications and successfully remaining in the program. The loan servicing agreement entitles PLS to retain any incentive payments made to it and to which it is entitled under HAMP; provided, however, that with respect to any such incentive payments paid to PLS under HAMP in connection with a mortgage loan modification for which the Company previously paid PLS a modification fee, PLS shall reimburse the Company an amount equal to the incentive payments.

Following is a summary of mortgage loan servicing fees earned by PLS:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Mortgage loans acquired for sale at fair value:

        

Base

   $ 103       $ 262       $ 204   

Activity-based

     149         300         —     
  

 

 

    

 

 

    

 

 

 
  252      562      204   
  

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value:

Base

  18,953      16,458      14,128   

Activity-based

  19,608      11,814      4,276   
  

 

 

    

 

 

    

 

 

 
  38,561      28,272      18,404   
  

 

 

    

 

 

    

 

 

 

MSRs:

Base

  13,515      10,274      —     

Activity-based

  194      305      —     
  

 

 

    

 

 

    

 

 

 
  13,709      10,579      —     
  

 

 

    

 

 

    

 

 

 
$ 52,522    $ 39,413    $ 18,608   
  

 

 

    

 

 

    

 

 

 

The term of the servicing agreement, as amended, expires on February 1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the servicing agreement.

 

F-18


Table of Contents

Correspondent Production

PLS is entitled to a fulfillment fee based on the type of mortgage loan that the Company acquires and equal to a percentage of the unpaid principal balance of such mortgage loan.

Before February 1, 2013, the Company paid PLS a fulfillment fee of 50 basis points of the unpaid principal balance of mortgage loans sold to non-affiliates where the Company is approved or licensed to sell to such non-affiliate. Effective February 1, 2013, the mortgage banking and warehouse services agreement provides for a fulfillment fee paid to PLS based on the type of mortgage loan that the Company acquires. The fulfillment fee is equal to a percentage of the unpaid principal balance of mortgage loans purchased by the Company, with the addition of potential fee rate discounts applicable to the Company’s monthly purchase volume in excess of designated thresholds. PLS has also agreed to provide such services exclusively for the Company’s benefit, and PLS and its affiliates are prohibited from providing such services for any other party.

Presently, the applicable percentages are (i) 0.50% for conventional mortgage loans, (ii) 0.88% for loans sold in accordance with the Ginnie Mae Mortgage-Backed Securities Guide, (iii) 0.80% for the U.S. Department of the Treasury and HUD’s Home Affordable Refinance Program (“HARP”) mortgage loans with a loan-to-value ratio of 105% or less, (iv) 1.20% for HARP mortgage loans with a loan-to-value ratio of greater than 105%, and (v) 0.50% for all other mortgage loans not contemplated above; provided, however, that PLS may, in its sole discretion, reduce the amount of the applicable fulfillment fee and credit the amount of such reduction to the reimbursement otherwise due as described below. This reduction may only be credited to the reimbursement applicable to the month in which the related mortgage was funded.

The Company does not hold the Ginnie Mae approval required to issue securities guaranteed by Ginnie Mae MBS and act as a servicer. Accordingly, under the mortgage banking and warehouse services agreement, PLS currently purchases loans salable in accordance with the Ginnie Mae Mortgage-Backed Securities Guide “as is” and without recourse of any kind from the Company at cost less any administrative fees paid by the Correspondent to PMT plus accrued interest and a sourcing fee of three basis points.

In the event that the Company purchases mortgage loans with an aggregate unpaid principal balance in any month greater than $2.5 billion and less than $5 billion, PLS has agreed to discount the amount of such fulfillment fees by reimbursing PMT an amount equal to the product of (i) 0.025%, (ii) the amount of unpaid principal balance in excess of $2.5 billion and (iii) the percentage of the aggregate unpaid principal balance relating to mortgage loans for which PLS collected fulfillment fees in such month. In the event the Company purchases mortgage loans with an aggregate unpaid principal balance in any month greater than $5 billion, PLS has agreed to further discount the amount of fulfillment fees by reimbursing the Company an amount equal to the product of (i) 0.05%, (ii) the amount of unpaid principal balance in excess of $5 billion and (iii) the percentage of the aggregate unpaid principal balance relating to mortgage loans for which PLS collected fulfillment fees in such month.

In consideration for the mortgage banking services provided by PLS with respect to the Company’s acquisition of mortgage loans under PLS early purchase program, PLS is entitled to fees accruing (i) at a rate equal to $25,000 per year per early purchase facility administered, and (ii) in the amount of $50 for each mortgage loan the Company acquires. In consideration for the warehouse services provided by PLS with respect to mortgage loans that the Company finances for its warehouse lending clients, with respect to each facility, PLS is entitled to fees accruing (i) at a rate equal to $25,000 per year per warehouse line administered, and (ii) in the amount of $50 for each mortgage loan that the Company finances thereunder. Where the Company has entered into both an early purchase agreement and a warehouse lending agreement with the same client, PLS shall only be entitled to one $25,000 per annum fee and, with respect to any mortgage loan that becomes subject to both such agreements, only one $50 per loan fee.

The term of the mortgage banking and warehouse services agreement expires on February 1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

Following is a summary of correspondent production activity between the Company and PLS:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Fulfillment fee expense earned by PLS

   $ 48,719       $ 79,712       $ 62,906   

Unpaid principal balance of loans fulfilled by PLS

   $ 11,476,448       $ 15,225,153       $ 13,028,375   

Sourcing fees earned from PLS

   $ 4,676       $ 4,611       $ 2,505   

Fair value of loans sold to PLS

   $ 16,431,338       $ 16,113,806       $ 8,864,264   

At period end:

        

Mortgage loans included in mortgage loans acquired for sale pending sale to PLS

   $ 209,325       $ 112,360       $ 153,326   

Investment Activities

Pursuant to the terms of a MSR recapture agreement, effective February 1, 2013, if PLS refinances through its retail lending business loans for which the Company previously held the MSRs, PLS is generally required to transfer and convey to one of the Company’s wholly-owned subsidiaries without cost to the Company, the MSRs with respect to new mortgage loans originated in

 

F-19


Table of Contents

those refinancings (or, under certain circumstances, other mortgage loans) that have an aggregate unpaid principal balance that is not less than 30% of the aggregate unpaid principal balance of all the loans so originated. Where the fair value of the aggregate MSRs to be transferred for the applicable month is less than $200,000, PLS may, at its option, pay cash to PMT in an amount equal to such fair value in lieu of transferring such MSRs. MSR recapture amounts are shown in Note 27—Net loan servicing fees. The MSR recapture agreement expires, unless terminated earlier in accordance with the agreement, on February 1, 2017, subject to automatic renewal for additional 18-month periods.

Pursuant to three master spread acquisition and MSR servicing agreements, effective February 1, 2013, December 30, 2013, and December 19, 2014, PMT may acquire from PLS the rights to receive certain ESS arising from MSRs acquired by PLS, in which case PLS generally would be required to service or subservice the related mortgage loans. The terms of each transaction under each master spread acquisition and MSR servicing agreement will be subject to the terms of such agreement as modified and supplemented by the terms of a confirmation executed in connection with such transaction.

Following is a summary of investment activity between the Company and PCM:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Purchases of excess servicing spread

   $ 99,728       $ 139,028       $ —     

Interest income from excess servicing spread

   $ 13,292       $ 1,091       $ —     

Net (loss) gain on excess servicing spread purchased at fair value

   $ (28,663    $ 2,423       $ —     

Excess servicing spread recapture recognized

   $ 7,828       $ —         $ —     

MSR recapture recognized

   $ 9       $ 709       $ —     

Other Transactions

In connection with the initial public offering of PMT’s common shares (“IPO”) on August 4, 2009, the Company entered into an agreement with PCM pursuant to which the Company agreed to reimburse PCM for the $2.9 million payment that it made to the IPO underwriters if the Company satisfied certain performance measures over a specified period of time (the “Conditional Reimbursement”). Effective February 1, 2013, the Company amended the terms of the reimbursement agreement to provide for the reimbursement of PCM of the Conditional Reimbursement if the Company is required to pay PCM performance incentive fees under the management agreement at a rate of $10 in reimbursement for every $100 of performance incentive fees earned. The reimbursement of the Conditional Reimbursement is subject to a maximum reimbursement in any particular 12-month period of $1.0 million and the maximum amount that may be reimbursed under the agreement is $2.9 million. During the years ended December 31, 2014 and 2013, the Company paid $651,000 and $944,000 to PCM, respectively. No payments were made to PCM during the year ended December 31, 2012.

The Company has also agreed to pay the IPO underwriters an amount to which it agreed at the time of the offering if the Company satisfies certain performance measures over a specified period. As PCM earns performance incentive fees under the management agreement, such underwriters will be paid at a rate of $20 of payments for every $100 of performance incentive fees earned by PCM. The payment to the underwriters is subject to a maximum reimbursement in any particular 12-month period of $2.0 million and the maximum amount that may be paid under the agreement is $5.9 million. During the years ended December 31, 2014 and 2013, $1.7 million and $1.9 million was paid to the underwriters, respectively. No payments were made to the underwriters during the year ended December 31, 2012.

In the event the termination fee is payable to PCM under the management agreement and PCM and the underwriters have not received the full amount of the reimbursements and payments under the reimbursement agreement, such amount will be paid in full. The term of the reimbursement agreement expires on February 1, 2019.

 

F-20


Table of Contents

The Company reimburses PCM and its affiliates for other expenses, including common overhead expenses incurred on its behalf by PCM and its affiliates, in accordance with the terms of its management agreement as summarized below:

 

     Year ended December 31,  
     2014      2013      2012  

Reimbursement of:

        

Common overhead incurred by PCM and its affiliates

   $ 10,850       $ 10,989       $ 4,183   

Expenses incurred on the Company’s behalf

     792         4,638         3,146   
  

 

 

    

 

 

    

 

 

 
$ 11,642    $ 15,627    $ 7,329   
  

 

 

    

 

 

    

 

 

 

Payments and settlements during the period (1)

$ 99,987    $ 121,230    $ 85,554   
  

 

 

    

 

 

    

 

 

 

 

(1) Payments and settlements include payments for management fees and correspondent production activities itemized in the preceding tables and netting settlements made pursuant to master netting agreements between the Company and PFSI.

Amounts due to PCM and its affiliates are summarized below:

 

     December 31,
2014
     December 31,
2013
 
     (in thousands)  

Management fees

   $ 8,426       $ 8,924   

Allocated expenses

     7,088         2,009   

Unsettled ESS investment

     3,836         —     

Servicing fees

     3,457         5,915   

Contingent underwriting fees

     1,136         1,788   
  

 

 

    

 

 

 
$ 23,943    $ 18,636   
  

 

 

    

 

 

 

Amounts due from PCM and its affiliates totaled $6.6 million and $6.0 million at December 31, 2014 and 2013, respectively. At December 31, 2014, the balance represents payments receivable relating to cash flows from the Company’s investment in ESS and amounts receivable relating to unsettled ESS recaptures.

PNMAC held 75,000 of the Company’s common shares at both December 31, 2014 and December 31, 2013.

Note 5—Earnings Per Share

Basic earnings per share is determined using the two-class method, under which all earnings (distributed and undistributed) are allocated to common shares and participating securities, based on their respective rights to receive dividends. Basic earnings per share is determined using net income reduced by income attributable to the participating securities and divided by the weighted-average common shares outstanding during the period. The Company grants restricted share units which entitle the recipients to receive dividend equivalents during the vesting period on a basis equivalent to the dividends paid to holders of common shares. Unvested share-based compensation awards containing non-forfeitable rights to receive dividends or dividend equivalents (collectively, “dividends”) are classified as “participating securities” and are included in the basic earnings per share calculation using the two-class method.

Diluted earnings per share is determined by dividing net income attributable to diluted shareholders, which adds back to net income the interest expense, net of applicable income taxes, on the Company’s exchangeable senior notes (the “Notes”), by the weighted-average common shares outstanding, assuming all potentially dilutive securities were issued. In periods in which the Company records a loss, potentially dilutive securities are excluded from the diluted loss per share calculation, as their effect on loss per share is anti-dilutive.

 

F-21


Table of Contents

The following table summarizes the basic and diluted earnings per share calculations:

 

     Year ended December 31,  
     2014      2013      2013  
     (in thousands except per share amounts)  

Basic earnings per share:

        

Net income

   $ 194,544       $ 200,190       $ 138,249   

Effect of participating securities—share-based compensation awards

     (1,830      (1,751      (1,433
  

 

 

    

 

 

    

 

 

 

Net income attributable to common shareholders

$ 192,714    $ 198,439    $ 136,816   
  

 

 

    

 

 

    

 

 

 

Weighted-average shares outstanding

  73,495      63,426      43,553   
  

 

 

    

 

 

    

 

 

 

Basic earnings per share

$ 2.62    $ 3.13    $ 3.14   
  

 

 

    

 

 

    

 

 

 

Diluted earnings per share:

Net income

$ 194,544    $ 200,190    $ 138,249   

Interest on Notes, net of income taxes

  8,456      5,556      —     
  

 

 

    

 

 

    

 

 

 

Net income attributable to diluted shareholders

$ 203,000    $ 205,746    $ 138,249   
  

 

 

    

 

 

    

 

 

 

Weighted-average shares outstanding

  73,495      63,426      43,553   

Potentially dilutive securities:

Shares issuable pursuant to exchange of the Notes

  8,418      5,647      —     

Shares issuable under share-based compensation plan

  298      375      323   
  

 

 

    

 

 

    

 

 

 

Diluted weighted-average number of shares outstanding

  82,211      69,448      43,876   
  

 

 

    

 

 

    

 

 

 

Diluted earnings per share

$ 2.47    $ 2.96    $ 3.14   
  

 

 

    

 

 

    

 

 

 

Note 6—Loan Sales and Variable Interest Entities

The Company is a variable interest holder in various special purpose entities that relate to its loan transfer and financing activities. These entities are classified as a VIE for accounting. The Company has segregated its involvement with VIEs between those VIEs which the Company does not consolidate and those VIEs which the Company consolidates.

 

F-22


Table of Contents

Unconsolidated VIEs with Continuing Involvement

The following table summarizes cash flows between the Company and transferees in transfers that are accounted for as sales where PMT maintains continuing involvement with the mortgage loans, as well as unpaid principal balance information at year end:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash flows:

        

Proceeds from sales

   $ 11,703,015       $ 15,818,582       $ 12,834,002   

Servicing fees received (1)

   $ 70,294       $ 51,712       $ 10,871   

Period end information:

        

Unpaid principal balance of mortgage loans outstanding

   $ 34,161,360       $ 25,792,933       $ 12,168,740   

Unpaid principal balance of delinquent mortgage loans:

        

30-89 days delinquent

   $ 110,176       $ 68,156       $ 45,021   

90 or more days delinquent

        

Not in foreclosure

     25,418         7,941         913   

In foreclosure or bankruptcy

     13,172         5,434         473   
  

 

 

    

 

 

    

 

 

 
  38,590      13,375      1,386   
  

 

 

    

 

 

    

 

 

 
$ 148,766    $ 81,531    $ 46,407   
  

 

 

    

 

 

    

 

 

 

 

(1) Net of guarantee fees

Consolidated VIE

On September 30, 2013, the Company completed a securitization transaction in which a wholly-owned VIE issued $537.0 million in certificates backed by fixed-rate prime jumbo mortgage loans of PMT Loan Trust 2013-J1, at a 3.9% weighted yield. The Company retained $366.8 million of those certificates. The Manager concluded that the Company is the primary beneficiary of the VIE and, as a result, the Company consolidates the VIE. Consolidation of the VIE results in the securitized mortgage loans remaining on the consolidated balance sheets of the Company and the certificates issued by the VIE to nonaffiliates being accounted for as secured financing. The certificates are secured solely by the assets of the VIE and not by any other assets of the Company. The assets of the VIE are the only source of repayment of the certificates.

Note 7—Netting of Financial Instruments

The Company uses derivative financial instruments to manage exposure to interest rate risk created by its MBS, IRLC, mortgage loans acquired for sale at fair value, mortgage loans at fair value, ESS and MSRs. All derivative financial instruments are recorded on the balance sheet at fair value. The Company has elected to net derivative asset and liability positions, and cash collateral obtained (or posted) by (or to) its counterparties when subject to a legally enforceable master netting arrangement. The derivative financial instruments that are not subject to master netting arrangements are IRLCs. As of December 31, 2014 and 2013, the Company did not enter into reverse repurchase agreements or securities lending transactions that are required to be disclosed in the following tables.

 

F-23


Table of Contents

Offsetting of Derivative Assets

Following is a summary of net derivative assets. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements.

 

     December 31, 2014     December 31, 2013  
     Gross
amounts
of
recognized
assets
     Gross
amounts
offset
in the
consolidated
balance
sheet
    Net
amounts
of assets
presented
in the
consolidated
balance
sheet
    Gross
amounts
of
recognized
assets
     Gross
amounts
offset
in the
consolidated
balance
sheet
    Net
amounts
of assets
presented
in the
consolidated
balance
sheet
 
     (in thousands)  

Derivatives subject to master netting arrangements:

              

MBS put options

   $ 374       $ —        $ 374      $ 272       $ —        $ 272   

MBS call options

     —           —          —          —           —          —     

Forward purchase contracts

     3,775         —          3,775        1,229         —          1,229   

Forward sale contracts

     52         —          52        16,385         —          16,385   

Put options on interest rate futures

     193         —          193        566         —          566   

Call options on interest rate futures

     3,319         —          3,319        —           —          —     

Netting

     —           (2,284     (2,284     —           (12,986     (12,986
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
  7,713      (2,284   5,429      18,452      (12,986   5,466   

Derivatives not subject to master netting arrangements:

Interest rate lock commitments

  5,678      —        5,678      2,510      —        2,510   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
$ 13,391    $ (2,284 $ 11,107    $ 20,962    $ (12,986 $ 7,976   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

F-24


Table of Contents

Derivative Assets and Collateral Held by Counterparty

The following table summarizes by significant counterparty the amount of derivative asset positions after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting.

 

     December 31, 2014      December 31, 2013  
            Gross amounts
not offset in the
consolidated
balance sheet
                   Gross amounts
not offset in the
consolidated
balance sheet
        
     Net amount of
assets presented
in the consolidated
balance sheet
     Financial
instruments
     Cash
collateral
received
     Net
amount
     Net amount
of assets presented
in the consolidated
balance sheet
     Financial
instruments
     Cash
collateral
received
     Net
amount
 
     (in thousands)  

Interest rate lock commitments

   $ 5,678       $ —         $ —         $ 5,678       $ 2,510       $ —         $ —         $ 2,510   

RJ O’Brien

     3,034         —           —           3,034         566         —           —           566   

Bank of America, N.A.

     738         —           —           738         1,024         —           —           1,024   

Daiwa Capital Markets

     29         —           —           29         608         —           —           608   

Fannie Mae Capital Markets

     —           —           —           —           432         —           —           432   

Morgan Stanley Bank, N.A.

     104         —           —           104         546         —           —           546   

Wells Fargo

     —           —           —           —           378         —           —           378   

Deutsche Bank

     124         —           —           124         —           —           —           —     

Jefferies

     133               133         —           —           —           —     

Cantor Fitzgerald LP

     6         —           —           6         613         —           —           613   

Credit Suisse First Boston Mortgage Capital LLC

     253         —           —           253         196         —           —           196   

Nomura

     138         —           —           138         273               273   

Other

     870         —           —           870         830         —           —           830   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 11,107       $ —         $ —         $ 11,107       $ 7,976       $ —         $ —         $ 7,976   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F-25


Table of Contents

Offsetting of Derivative Liabilities and Financial Liabilities

Following is a summary of net derivative liabilities and assets sold under agreements to repurchase. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements. Assets sold under agreements to repurchase do not qualify.

 

     December 31, 2014     December 31, 2013  
     Gross
amounts
of
recognized
liabilities
     Gross amounts
offset
in the
consolidated
balance
sheet
    Net
amounts
of liabilities
presented
in the
consolidated
balance
sheet
    Gross
amounts
of
recognized
liabilities
     Gross
amounts offset
in the
consolidated
balance
sheet
    Net
amounts
of liabilities
presented
in the
consolidated
balance
sheet
 
     (in thousands)  

Derivatives subject to master netting arrangements:

              

Forward purchase contracts

   $ 34       $ —        $ 34      $ 7,420       $ —        $ 7,420   

Forward sales contracts

     6,649         —          6,649        1,295         —          1,295   

Treasury futures sales contracts

     478         —          478        —           —          —     

Netting

     —           (4,748     (4,748     —           (8,015     (8,015
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
  7,161      (4,748   2,413      8,715      (8,015   700   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Derivatives not subject to master netting arrangements:

Interest rate lock commitments

  17      —        17      1,261      —        1,261   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
  7,178      (4,748   2,430      9,976      (8,015   1,961   

Assets sold under agreements to repurchase

  2,750,366      —        2,750,366      2,039,605      —        2,039,605   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
$ 2,757,544    $ (4,748 $ 2,752,796    $ 2,049,581    $ (8,015 $ 2,041,566   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

F-26


Table of Contents

Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty

The following table summarizes by significant counterparty the amount of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting. All assets sold under agreements to repurchase represent sufficient collateral or exceed the liability amount recorded on the consolidated balance sheet.

 

     December 31, 2014      December 31, 2013  
            Gross amounts
not offset in the
consolidated
balance sheet
                   Gross amounts
not offset in the
consolidated
balance sheet
        
     Net amount
of liabilities
presented
in the
consolidated
balance
sheet
     Financial
instruments
    Cash
collateral
pledged
     Net
amount
     Net amount
of liabilities
presented
in the
consolidated
balance
sheet
     Financial
instruments
    Cash
collateral
pledged
     Net
amount
 
     (in thousands)  

Interest rate lock commitments

   $ 17         $ —         $ 17       $ 1,261       $ —        $ —         $ 1,261   

Morgan Stanley Bank, N.A.

     121,975         (121,975     —           —           30,226         (30,226     —           —     

Bank of Oklahoma

     369           —           369         —           —          —           —     

Daiwa Capital Markets

     126,909         (126,909     —           —           132,525         (132,525     —           —     

Citibank

     797,851         (797,663     —           188         945,015         (944,856     —           159   

Credit Suisse First Boston Mortgage Capital LLC

     966,155         (966,155     —           —           523,546         (523,546     —           —     

Bank of America, N.A.

     529,144         (529,144     —           —           408,452         (408,452     —           —     

Deutsche Bank

     —             —           —           110         —          —           110   

RBS Securities

     208,520         (208,520     —           —           —           —          —           —     

Other

     1,856         —          —           1,856         431         —          —           431   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

$ 2,752,796    $ (2,750,366 $ —      $ 2,430    $ 2,041,566    $ (2,039,605 $ —      $ 1,961   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Note 8—Fair Value

The Company’s consolidated financial statements include assets and liabilities that are measured based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether the Manager has elected to carry the item at its fair value as discussed in the following paragraphs.

Fair Value Accounting Elections

The Manager identified all of its non-cash financial assets and MSRs relating to loans with initial interest rates of more than 4.5%, to be accounted for at fair value. The Manager has elected to account for these financial statement items at fair value so such changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company’s performance. The Manager has also identified its asset-backed secured financing of the VIE to be accounted for at fair value to reflect the generally offsetting changes in fair value of these borrowings to changes in fair value of mortgage loans at fair value collateralizing this financing.

The Company’s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.

 

F-27


Table of Contents

Financial Statement Items Measured at Fair Value on a Recurring Basis

Following is a summary of financial statement items that are measured at fair value on a recurring basis:

 

     December 31, 2014  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Assets:

           

Short-term investments

   $ 139,900       $ —         $ —         $ 139,900   

Mortgage-backed securities at fair value

     —           307,363         —           307,363   

Mortgage loans acquired for sale at fair value

     —           637,722         —           637,722   

Mortgage loans at fair value

     —           527,369         2,199,583         2,726,952   

Excess servicing spread purchased from PFSI

     —           —           191,166         191,166   

Derivative assets:

           

Interest rate lock commitments

     —           —           5,678         5,678   

MBS put options

     —           374         —           374   

Forward purchase contracts

     —           3,775         —           3,775   

Forward sales contracts

     —           52         —           52   

Put options on interest rate futures

     193         —           —           193   

Call options on interest rate futures

     3,319         —           —           3,319   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets before netting

  3,512      4,201      5,678      13,391   

Netting (1)

  —        —        —        (2,284
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets after netting

  3,512      4,201      5,678      11,107   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage servicing rights at fair value

  —        —        57,358      57,358   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 143,412    $ 1,476,655    $ 2,453,785    $ 4,071,568   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

Asset-backed secured financing of the variable interest entity at fair value

$ —      $ 165,920    $ —      $ 165,920   

Derivative liabilities:

Interest rate lock commitments

  —        —        17      17   

Treasury futures sales contracts

  478      —        —        478   

Forward purchase contracts

  —        34      —        34   

Forward sales contracts

  —        6,649      —        6,649   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities before netting

  478      6,683      17      7,178   

Netting (1)

  —        —        (4,748
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities after netting

  478      6,683      17      2,430   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

$ 478    $ 172,603    $ 17    $ 168,350   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.

 

F-28


Table of Contents
     December 31, 2013  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Assets:

           

Short-term investments

   $ 92,398       $ —         $ —         $ 92,398   

Mortgage-backed securities at fair value

     —           197,401         —           197,401   

Mortgage loans acquired for sale at fair value

     —           458,137         —           458,137   

Mortgage loans at fair value

     —           523,652         2,076,665         2,600,317   

Mortgage loans under forward purchase agreements at fair value

     —           —           218,128         218,128   

Excess servicing spread purchased from PFSI

     —           —           138,723         138,723   

Derivative assets:

           

Interest rate lock commitments

     —           —           2,510         2,510   

MBS put options

     —           272         —           272   

Forward purchase contracts

     —           1,229         —           1,229   

Forward sales contracts

     —           16,385         —           16,385   

Put options on interest rate futures

     —           566         —           566   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets

  —        18,452      2,510      20,962   

Netting (1)

  —        —        (12,986
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets after netting

  —        18,452      2,510      7,976   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage servicing rights at fair value

  —        —        26,452      26,452   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 92,398    $ 1,197,642    $ 2,462,478    $ 3,739,532   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

Asset-backed secured financing of the variable interest entity at fair value

$ —      $ 165,415    $ —      $ 165,415   

Derivative liabilities:

Interest rate lock commitments

  —        —        1,261      1,261   

Forward purchase contracts

  —        7,420      —        7,420   

Forward sales contracts

  —        1,295      —        1,295   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities

  —        8,715      1,261      9,976   

Netting (1)

  —        —        (8,015
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities

  —        8,715      1,261      1,961   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

$ —      $ 174,130    $ 1,261    $ 167,376   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.

 

F-29


Table of Contents

The following is a summary of changes in items measured using Level 3 inputs on a recurring basis:

 

     December 31, 2014  
     Mortgage
loans

at fair value
    Mortgage
loans under
forward
purchase
agreements
    Excess
servicing
spread
    Interest
rate lock
commitments (1)
    Mortgage
servicing
rights
    Total  
     (in thousands)  

Assets:

            

Balance, December 31, 2013

   $ 2,076,665      $ 218,128      $ 138,723      $ 1,249      $ 26,452      $ 2,461,217   

Purchases

     554,604        1,386        99,728        —          —          655,718   

Repayments and sales

     (572,586     (6,413     (39,257     —          (139     (618,395

Accrual of interest

     —          —          13,292        —          —          13,292   

ESS received pursuant to a recapture agreement with PFSI

     —          —          7,342        —          —          7,342   

Interest rate lock commitments issued, net

     —          —          —          56,367        —          56,268   

Capitalization of interest

     65,050        1,800        —          —          —          66,850   

Servicing received as proceeds from sales of mortgage loans

     —          —          —          —          47,693        47,693   

Changes in fair value included in income arising from:

            

Changes in instrument-specific credit risk

     34,785        1,815        —              36,600   

Other factors

     179,896        (1,012     (28,662     17,326        (16,648     151,221   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  214,681      803      (28,662   17,326      (16,648   187,500   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transfers of mortgage loans under forward purchase agreements to mortgage loans

  205,902      (205,902   —        —        —        —     

Transfers of mortgage loans to REO

  (344,733   —        —        —        —        (344,733

Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements

  —        (9,802   —        —        —        (9,802

Transfers of interest rate lock commitments to mortgage loans acquired for sale

  —        —        —        (69,281   —        (69,503
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2014

$ 2,199,583    $ —      $ 191,166    $ 5,661    $ 57,358    $ 2,453,768   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Changes in fair value recognized during the period relating to assets still held at December 31, 2014

$ 134,724    $ —      $ (28,662 $ 5,661    $ (16,648 $ 95,075   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) For the purpose of this table, the interest rate lock asset and liability positions are shown net.

 

 

F-30


Table of Contents
     December 31, 2013  
     Mortgage
loans
at fair value
    Agency
Debt
    Mortgage
loans
under

forward
purchase

agreements
    Excess
servicing
spread
    Net interest
rate lock
commitments (1)
    Mortgage
servicing
rights
     Total  
                 
                 
     (in thousands)  

Assets:

               

Balance, December 31, 2012

   $ 1,189,971      $ —        $ —        $ —        $ 19,479      $ 1,346       $ 1,210,796   

Purchases

     1,063,162        12,000        246,525        139,028        —          1,419         1,462,134   

Repayments and sales

     (255,210     (13,725     (15,319     (4,076     —          —           (288,330

Accrual of interest

     —          —          —          1,348        —          —           1,348   

Interest rate lock commitments issued, net

     —          —          —          —          83,515        —           83,515   

Capitalization of interest

     43,481        —          —          —          —          —           43,481   

Servicing received as proceeds from sales of mortgage loans

     —          —          —          —          —          23,071         23,071   

Changes in fair value included in income arising from:

               

Changes in instrument-specific credit risk

     44,018        —          2,305        —               46,323   

Other factors

     153,639        1,725        9,415        2,423        (26,674     616         141,144   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
     197,657        1,725        11,720        2,423        (26,674     616         187,467   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Transfers of mortgage loans under forward purchase agreements to mortgage loans

     15,347        —          (15,347     —               —     

Transfers of mortgage loans to REO

     (177,743     —          —          —               (177,743

Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements

     —          —          (9,451     —               (9,451

Transfers of interest rate lock commitments to mortgage loans acquired for sale

     —          —          —          —          (75,071     —           (75,071
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance, December 31, 2013

   $ 2,076,665      $ —        $ 218,128      $ 138,723      $ 1,249      $ 26,452       $ 2,461,217   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Changes in fair value recognized during the period relating to assets still held at December 31, 2013

   $ 132,339      $ 1,725      $ 7,244      $ 2,423      $ 1,249      $ 616       $ 145,596   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

F-31


Table of Contents
     December 31, 2012  
     Mortgage
Loans

at fair value
    Mortgage
loans

under
forward
purchase
agreements
    Mortgage-
backed
securities
    Interest
rate lock
commitments
    Mortgage
servicing
rights
    Total  
     (in thousands)  

Assets:

            

Balance, December 31, 2011

   $ 696,266      $ 129,310      $ 72,813      $ 5,772      $ 749      $ 904,910   

Purchases

     541,696        1,075        —          —          20        542,791   

Repayments

     (169,877     (14,292     (21,888     —          —          (206,057

Interest rate lock commitments issued, net

     —          —          —          212,555        —          212,555   

Capitalization of interest

     19,745        —          —          —          —          19,745   

Sales

     —          —          (52,133     —          (79     (52,212

Accrual of unearned discounts

     —          —          363        —          —          363   

Servicing received as proceeds from sales of mortgage loans

     —          —          —          —          1,508        1,508   

Changes in fair value included in income arising from:

               —     

Changes in instrument-specific credit risk

     24,878        —          —          —          (708     24,170   

Other factors

     68,772        9,293        845        —          (144     78,766   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     93,650        9,293        845        —          (852     102,936   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transfer of mortgage loans under forward purchase agreements to mortgage loans

     117,913        (117,913     —          —          —          —     

Transfer of mortgage loans to REO

     (109,440     —          —          —          —          (109,440

Transfer of mortgage loans under forward purchase agreements to REO under forward purchase agreements

     —          (7,473     —          —          —          (7,473

Transfer to mortgage loans acquired for sale

     18        —          —          —          —          18   

Transfers of interest rate lock commitments to mortgage loans acquired for sale

     —          —          —          (198,848     —          (198,848
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2012

   $ 1,189,971      $ —        $ —        $ 19,479      $ 1,346      $ 1,210,796   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Changes in fair value recognized during the year relating to assets still held at December 31, 2012

   $ 51,022      $ —        $ —        $ 19,479      $ (852   $ 69,649   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Securities sold under
agreements to
repurchase
 
     (in thousands)  

Liabilities:

  

Balance, December 31, 2011

   $ 115,493   

Changes in fair value included in income

  

Sales

     752,343   

Repurchases

     (867,836
  

 

 

 

Balance, December 31, 2012

   $ —     
  

 

 

 

Changes in fair value recognized during the year relating to liabilities still outstanding at December 31, 2012

   $ —     
  

 

 

 

 

F-32


Table of Contents

Following are the fair values and related principal amounts due upon maturity of mortgage loans accounted for under the fair value option (including mortgage loans acquired for sale, mortgage loans at fair value, mortgage loans held in a VIE and mortgage loans under forward purchase agreements at fair value):

 

     December 31, 2014  
     Fair value      Principal
amount due
upon maturity
     Difference  
     (in thousands)  

Mortgage loans acquired for sale:

        

Current through 89 days delinquent

   $ 637,518       $ 610,372       $ 27,146   

90 or more days delinquent (1)

        

Not in foreclosure

     204         255         (51

In foreclosure

     —           —           —     
  

 

 

    

 

 

    

 

 

 
  204      255      (51
  

 

 

    

 

 

    

 

 

 
  637,722      610,627      27,095   
  

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value:

Current through 89 days delinquent

  1,191,635      1,452,885      (261,250

90 or more days delinquent (1)

Not in foreclosure

  608,144      875,214      (267,070

In foreclosure

  927,173      1,371,371      (444,198
  

 

 

    

 

 

    

 

 

 
  1,535,317      2,246,585      (711,268
  

 

 

    

 

 

    

 

 

 
  2,726,952      3,699,470      (972,518
  

 

 

    

 

 

    

 

 

 
$ 3,364,674    $ 4,310,097    $ (945,423
  

 

 

    

 

 

    

 

 

 

 

     December 31, 2013  
     Fair value      Principal
amount due
upon maturity
     Difference  
     (in thousands)  

Mortgage loans acquired for sale:

        

Current through 89 days delinquent

   $ 457,968       $ 447,224       $ 10,744   

90 or more days delinquent (1)

        

Not in foreclosure

     169         162         7   

In foreclosure

     —           —           —     
  

 

 

    

 

 

    

 

 

 
  169      162      7   
  

 

 

    

 

 

    

 

 

 
  458,137      447,386      10,751   
  

 

 

    

 

 

    

 

 

 

Mortgage loans and mortgage loans under forward purchase agreements at fair value:

Current through 89 days delinquent

  1,170,918      1,506,176      (335,258

90 or more days delinquent (1)

Not in foreclosure

  738,043      1,190,403      (452,360

In foreclosure

  909,484      1,493,643      (584,159
  

 

 

    

 

 

    

 

 

 
  1,647,527      2,684,047      (1,036,520
  

 

 

    

 

 

    

 

 

 
  2,818,445      4,190,222      (1,371,777
  

 

 

    

 

 

    

 

 

 
$ 3,276,582    $ 4,637,608    $ (1,361,026
  

 

 

    

 

 

    

 

 

 

 

(1) Loans delinquent 90 or more days are placed on nonaccrual status and previously accrued interest is reversed.

 

F-33


Table of Contents

Following are the changes in fair value included in current period income by consolidated statement of income line item for financial statement items accounted for under the fair value option:

 

     Year ended December 31, 2014  
     Net gain on
    mortgage    
loans
acquired for
sale
    Net
    interest    
income
    Net gain
on
    investments    
    Net loan
    servicing    
fees
    Total  
     (in thousands)  

Assets:

          

Short-term investments

   $ —        $ —        $ —        $ —        $ —     

Mortgage-backed securities at fair value

     —          357        10,416        —          10,773   

Mortgage loans acquired for sale at fair value

     100,213        —          —          —          100,213   

Mortgage loans at fair value

     —          1,848        242,449        —          244,297   

Mortgage loans under forward purchase

             —     

agreements at fair value

     —          —          803        —          803   

Excess servicing spread at fair value

     —          —          (20,834     —          (20,834

Mortgage servicing rights at fair value

     —          —          —          (16,648     (16,648
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ 100,213    $ 2,205    $ 232,834    $ (16,648 $ 318,604   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Asset-backed secured financing at fair value

$ —      $ (617 $ (8,459 $ —      $ (9,076
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ —      $ (617 $ (8,459 $ —      $ (9,076
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Year ended December 31, 2013  
     Net gain on
    mortgage    
loans
acquired for
sale
    Net
    interest    
income
    Net gain
on
    investments    
    Net loan
    servicing    
fees
    Total  
     (in thousands)  

Assets:

          

Short-term investments

   $ —        $ —        $ —        $ —        $ —     

Mortgage-backed securities at fair value

     —          46        (3,946     —          (3,900

Mortgage loans acquired for sale at fair value

     (30,696     —          —          —          (30,696

Mortgage loans at fair value

     —          232        191,356        —          191,588   

Agency debt securities

     —          —          1,725        —          1,725   

Mortgage loans under forward purchase agreements at fair value

     —          —          11,720        —          11,720   

Excess servicing spread at fair value

     —          —          2,423        —          2,423   

Mortgage servicing rights at fair value

     —          —          —          616        616   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ (30,696 $ 278    $ 203,278    $ 616    $ 173,476   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Asset-backed secured financing at fair value

$ —      $ (92 $ 2,279    $ —      $ 2,187   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ —      $ (92 $ 2,279    $ —      $ 2,187   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-34


Table of Contents
     Year ended December 31, 2012  
     Net gain on
    mortgage    
loans
acquired for
sale
     Net
    interest    
income
     Net gain
on
    investments    
     Net loan
    servicing    
fees
    Total  
     (in thousands)  

Assets:

             

Short-term investments

   $ —         $ —         $ —         $ —        $ —     

Mortgage-backed securities at fair value

     —           142         2,925         —          3,067   

Mortgage loans acquired for sale at fair value

     188,055         —           —           —          188,055   

Mortgage loans at fair value

     —           —           95,615         —          95,615   

Agency debt securities

     —           —           —           —          —     

Mortgage loans under forward purchase agreements at fair value

     —           —           9,687         —          9,687   

Excess servicing spread at fair value

     —           —           —           —          —     

Mortgage servicing rights at fair value

     —           —           —           (852     (852
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ 188,055       $ 142       $ 108,227       $ (852   $ 295,572   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Liabilities:

             

Asset-backed secured financing at fair value

   $ —         $ —         $ —         $ —        $ —     
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ —         $ —         $ —         $ —        $ —     
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Financial Statement Items Measured at Fair Value on a Nonrecurring Basis

Following is a summary of financial statement items that are measured at fair value on a nonrecurring basis:

 

     December 31, 2014  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Real estate asset acquired in settlement of loans

   $ —         $ —         $ 157,203       $ 157,203   

Mortgage servicing rights at lower of amortized cost or fair value

     —           —           91,990         91,990   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ —         $ —         $ 249,193       $ 249,193   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2013  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Real estate asset acquired in settlement of loans

   $ —         $ —         $ 63,043       $ 63,043   

Real estate asset acquired in settlement of loans under forward purchase agreements

     —           —           7,760         7,760   

Mortgage servicing rights at lower of amortized cost or fair value

     —           —           184,067         184,067   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ —         $ —         $ 254,870       $ 254,870   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-35


Table of Contents

The following table summarizes the total gains (losses) recognized during the year on assets measured at fair values on a nonrecurring basis held at year-end:

 

     Year ended December 31,  
     2014      2013  
     (in thousands)  

Real estate asset acquired in settlement of loans

   $ (24,896    $ (11,856

Real estate asset acquired in settlement of loans under forward purchase agreements

   $ —         $ (86

Mortgage servicing rights at lower of amortized cost or fair value

     (5,138      4,970   
  

 

 

    

 

 

 
$ (30,034 $ (6,972
  

 

 

    

 

 

 

Real Estate Acquired in Settlement of Loans

The Company measures its investment in REO at the respective properties’ fair values less cost to sell on a nonrecurring basis. The initial carrying value of the REO is measured by cost as indicated by the purchase price in the case of purchased REO or as measured by the fair value of the mortgage loan immediately before acquisition in the case of acquisition in settlement of a loan. REO may be subsequently revalued due to the Company receiving greater access to the property, the property being held for an extended period or receiving indications that the property’s value may not be supported by developing market conditions. Any subsequent change in fair value to a level that is less than or equal to the property’s cost is recognized in Results of real estate acquired in settlement of loans in the consolidated statements of income.

Mortgage Servicing Rights at Lower of Amortized Cost or Fair Value

The Company evaluates its MSRs at lower of amortized cost or fair value for impairment with reference to the assets’ fair value. For purposes of performing its MSR impairment evaluation, the Company stratifies its MSRs at lower of amortized cost or fair value based on the interest rates borne by the mortgage loans underlying the MSRs. Mortgage loans are grouped into pools with 50 basis point interest rate ranges for fixed-rate mortgage loans with interest rates between 3% and 4.5% and a single pool for mortgage loans with interest rates below 3%. MSRs relating to adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool. If the fair value of MSRs in any of the interest rate pools is below the amortized cost of the MSRs reduced by the existing valuation allowance for that pool, those MSRs are impaired.

When MSRs are impaired, the impairment is recognized in current-period income and the carrying value of the MSRs is adjusted using a valuation allowance. If the fair value of the MSRs subsequently increases, the increase in fair value is recognized in current period income only to the extent of the valuation allowance for the respective impairment stratum.

The Manager periodically reviews the various impairment strata to determine whether the fair value of the impaired MSRs in a given stratum is likely to recover. When the Manager deems recovery of value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for that stratum to its estimated recoverable value is charged to the valuation allowance.

Fair Value of Financial Instruments Carried at Amortized Cost

The Company’s cash balances as well as certain of its borrowings are carried at amortized cost. The Manager has concluded that the fair values of Cash, Assets sold under agreements to repurchase, and Borrowings under forward purchase agreements approximate the agreements’ carrying values due to the immediate realizability of Cash at its carrying amount and to the borrowing agreements’ short terms and variable interest rates.

Cash is measured using Level 1 inputs. The Company’s Assets sold under agreements to repurchase and Borrowings under forward purchase agreements are carried at amortized cost. The Company has classified these financial instruments as “Level 3” financial statement items as of December 31, 2014 due to the lack of current market activity and the Company’s reliance on unobservable inputs to estimate these instruments’ fair values.

The Notes are carried at amortized cost. The fair value of the Notes at December 31, 2014 and 2013 was $239.0 million and $238.4 million, respectively. The fair value of the Notes is estimated using a broker indication of value. The Company has classified the Notes as “Level 3” financial statement items as of December 31, 2014 due to the lack of current market activity and use of a broker’s indication of value to estimate the instrument’s fair values.

 

F-36


Table of Contents

Valuation Techniques and Assumptions

Most of the Company’s assets and a portion of its liabilities are carried at fair value with changes in fair value recognized in current period income. A substantial portion of those items are “Level 3” financial statement items which require the use of significant unobservable inputs in the estimation of the assets’ and liabilities’ values. Unobservable inputs reflect the Company’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.

The FAV group reports to PCM’s valuation committee, which oversees and approves the valuations. The valuation committee includes the chief executive, financial, operating, credit, and asset/liability management officers of PFSI. The FAV group monitors the models used for valuation of the Company’s “Level 3” financial statement items, including the models’ performance versus actual results and reports those results to PCM’s valuation committee. The results developed in the FAV group’s monitoring activities are used to calibrate subsequent projections used for valuation.

The FAV group is responsible for reporting to PCM’s valuation committee on a monthly basis on the changes in the valuation of the Level 3 assets and liabilities it values, including major factors affecting the valuation and any changes in model methods and assumptions. To assess the reasonableness of its valuations, the FAV group presents an analysis of the effect on the valuation of each of the changes to the significant inputs to the valuation models.

The following describes the valuation techniques and assumptions used in estimating the fair values of Level 2 and Level 3 financial statement items:

Mortgage-Backed Securities

The Company’s MBS securities include Agency and senior non-agency MBS. Agency MBS and senior non-agency MBS are categorized as “Level 2” financial statement items. Fair value of Agency and senior non-Agency MBS is estimated based on quoted market prices for the Company’s MBS or similar securities.

Mortgage Loans

Fair value of mortgage loans is estimated based on whether the mortgage loans are saleable into active markets:

 

    Mortgage loans that are saleable into active markets, comprised of the Company’s mortgage loans acquired for sale at fair value and mortgage loans at fair value held in a VIE, are categorized as “Level 2” financial statement items. The fair values of mortgage loans acquired for sale at fair value are estimated using their quoted market or contracted price or market price equivalent. For the mortgage loans at fair value held in a VIE, the fair values of all of the individual securities issued by the securitization trust are used to derive a fair value for the mortgage loans.

 

    Loans that are not saleable into active markets, comprised of the Company’s mortgage loans at fair value held outside the VIE and mortgage loans under forward purchase agreements at fair value, are categorized as “Level 3” financial statement items and their fair values are estimated using a discounted cash flow approach. Inputs to the discounted cash flow model include current interest rates, loan amount, payment status, property type or contracted selling price, discount rates and forecasts of future interest rates, home prices, prepayment speeds, default speeds and loss severities.

The valuation process includes the computation by stratum of the loans’ fair values and a review for reasonableness of various measures such as weighted average life, projected prepayment and default speeds, and projected default and loss percentages. The FAV group computes the effect on the valuation of changes in input variables such as interest rates, home prices, and delinquency status to assess the reasonableness of changes in the loan valuation. The results of the estimates of fair value of “Level 3” mortgage loans are reported to PCM’s valuation committee as part of its review and approval of monthly valuation results.

Changes in fair value attributable to changes in instrument-specific credit risk are measured by the effect on fair value of the change in the respective loan’s delinquency status at period-end from the later of the beginning of the period or acquisition date.

The significant unobservable inputs used in the fair value measurement of the Company’s mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value are discount rate, home price projections, voluntary prepayment speeds and default speeds. Significant changes in any of those inputs in isolation could result in a significant change to the loans’ fair value measurement. Increases in home price projections are generally accompanied by an increase in voluntary prepayment speeds.

 

F-37


Table of Contents

Following is a quantitative summary of key inputs used in the valuation of mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value:

 

Key inputs

   December 31, 2014    December 31, 2013

Mortgage loans at fair value

     

Discount rate

     

Range

   2.3% – 15.0%    8.7% – 16.9%

Weighted average

   7.7%    12.7%

Twelve-month projected housing price index change

     

Range

   4.0% – 5.3%    2.5% – 4.3%

Weighted average

   4.8%    3.7%

Prepayment speed (1)

     

Range

   0.0% – 6.5%    0.0% – 3.9%

Weighted average

   3.1%    2.0%

Total prepayment speed (2)

     

Range

   0.0% – 27.9%    0.3% – 33.9%

Weighted average

   21.6%    24.3%

Mortgage loans under forward purchase agreements

     

Discount rate

     

Range

   —      9.5% – 13.5%

Weighted average

   —      11.9%

Twelve-month projected housing price index change

     

Range

   —      3.3% – 4.2%

Weighted average

   —      3.8%

Prepayment speed (1)

     

Range

   —      1.1% – 2.9%

Weighted average

   —      2.2%

Total prepayment speed (2)

     

Range

   —      13.4% – 27.9%

Weighted average

   —      22.8%

 

(1) Prepayment speed is measured using Life Voluntary Conditional Prepayment Rate (“CPR”).
(2) Total prepayment speed is measured using Life Total CPR.

Excess Servicing Spread Purchased from PennyMac Financial Services, Inc.

The Company categorizes ESS as a “Level 3” financial statement item. The Company uses a discounted cash flow approach to estimate the fair value of ESS. The key inputs used in the estimation of the fair value of ESS include prepayment speed and discount rate. Significant changes to those inputs in isolation may result in a significant change in the ESS fair value measurement. Changes in these key inputs are not necessarily directly related.

ESS is generally subject to loss in fair value when interest rates decrease. Decreasing mortgage rates normally encourage increased mortgage refinancing activity. Increased refinancing activity reduces the life of the loans underlying the ESS, thereby reducing the fair value of ESS. Reductions in the fair value of ESS affect income primarily through change in fair value.

Interest income for ESS is accrued using the interest method, based upon the expected yield from the ESS through the expected life of the underlying mortgages. Changes to expected interest yield result in a change in fair value which is recorded in Interest income. Changes in expected cash flows result in a change to fair value that is recognized in Net gain (loss) on investments.

 

F-38


Table of Contents

Following are the key inputs used in determining the fair value of ESS:

 

Key inputs

   December 31, 2014    December 31, 2013

Unpaid principal balance of underlying mortgage loans (in thousands)

   $28,227,340    $20,512,659

Average servicing fee rate (in basis points)

   31    32

Average ESS rate (in basis points)

   16    16

Pricing spread (1)

     

Range

   1.7% – 12.0%    2.8% – 14.4%

Weighted average

   5.3%    5.4%

Life (in years)

     

Range

   0.4 – 7.3    0.9 – 8.0

Weighted average

   5.8    6.1

Annual total prepayment speed (2)

     

Range

   7.6% – 74.6%    7.7% – 48.6%

Weighted average

   11.2%    9.7%

 

(1) Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar London Interbank Offered Rate (“LIBOR”) curve for purposes of discounting cash flows relating to ESS.
(2) Prepayment speed is measured using Life Total CPR.

Derivative Financial Instruments

The Company estimates the fair value of IRLCs based on quoted Agency MBS prices, its estimate of the fair value of the MSRs it expects to receive in the sale of the loans and the probability that the mortgage loan will be purchased as a percentage of the commitments it has made (the “pull-through rate”). The Company categorizes IRLCs as a “Level 3” financial statement item.

The significant unobservable inputs used in the fair value measurement of the Company’s IRLCs are the pull-through rate and the MSR component of the Company’s estimate of the value of the mortgage loans it has committed to purchase. Significant changes in the pull-through rate and the MSR component of the IRLCs, in isolation, may result in a significant change in fair value. The financial effects of changes in these assumptions are generally inversely correlated as increasing interest rates have a positive effect on the fair value of the MSR component of IRLC value, but increase the pull-through rate for loans that have decreased in fair value.

Following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs:

 

Key inputs

   December 31, 2014    December 31, 2013

Pull-through rate

     

Range

   65.0% – 98.0%    64.8% – 98.0%

Weighted average

   94.9%    86.4%

MSR value expressed as:

     

Servicing fee multiple

     

Range

   0.7 – 5.2    1.4 – 5.1

Weighted average

   4.3    4.1

Percentage of unpaid principal balance

     

Range

   0.2% – 1.3%    0.4% – 1.3%

Weighted average

   1.1%    1.0%

 

F-39


Table of Contents

The Company estimates the fair value of commitments to sell loans based on quoted MBS prices. The Company estimates the fair value of the interest rate options and futures it purchases and sells based on observed interest rate volatilities in the MBS market.

Real Estate Acquired in Settlement of Loans

REO is measured based on its fair value on a nonrecurring basis and is categorized as a “Level 3” financial statement item. Fair value of REO is established by using a current estimate of value from a broker’s price opinion or a full appraisal, or the price given in a current contract of sale.

REO values are reviewed by the Manager’s staff appraisers when the Company obtains multiple indications of value and there is a significant difference between the values received. PCM’s staff appraisers will attempt to resolve the difference between the indications of value. In circumstances where the appraisers are not able to generate adequate data to support a value conclusion, the staff appraisers will order an additional appraisal to determine the value.

Mortgage Servicing Rights

MSRs are categorized as “Level 3” financial statement items. The Company uses a discounted cash flow approach to estimate the fair value of MSRs. The key inputs used in the Company’s discounted cash flow model are based on market factors which the Manager believes are consistent with inputs and data used by market participants valuing similar MSRs. The key inputs used in the estimation of the fair value of MSRs include prepayment and default rates of the underlying loans, the applicable pricing spread or discount rate, and annual per-loan cost to service mortgage loans, all of which are unobservable. Significant changes to any of those inputs in isolation could result in a significant change in the MSR fair value measurement. Changes in these key inputs are not necessarily directly related. The results of the estimates of fair value of MSRs are reported to PCM’s valuation committee as part of their review and approval of monthly valuation results.

MSRs are generally subject to loss in fair value when mortgage interest rates decrease. Decreasing mortgage interest rates normally encourage increased mortgage refinancing activity. Increased refinancing activity reduces the life of the loans underlying the MSRs, thereby reducing MSR fair value. Reductions in the fair value of MSRs affect income primarily through change in fair value and impairment charges. For MSRs backed by mortgage loans with historically low interest rates, factors other than interest rates (such as housing price changes) take on increasing influence on prepayment behavior of the underlying mortgage loans.

 

F-40


Table of Contents

Following are the key inputs used in determining the fair value of MSRs at the time of initial recognition:

 

     Year ended December 31,
     2014    2013    2012

Key inputs

   Amortized cost    Fair value    Amortized cost    Fair value    Amortized cost    Fair value
     (MSR recognized and unpaid principal balance of underlying loan amounts in thousands)

MSR recognized

   $73,640    $47,693    $159,961    $23,071    $133,159    $1,508

Unpaid principal balance of underlying mortgage loans

   $6,800,637    $4,573,369    $13,343,793    $2,148,185    $12,254,751    $161,153

Weighted-average annual servicing fee rate (in basis points)

   25    25    26    26    26    26

Pricing spread (1)

                 

Range

   6.3% – 17.5%    8.5% – 14.3%    5.4% – 17.5%    7.4% – 14.4%    7.5% – 22.8%    7.5% – 16.5%

Weighted average

   8.6%    9.1%    6.7%    8.2%    7.5%    7.9%

Life (in years)

                 

Range

   1.1 – 7.3    1.6 – 7.3    1.3 – 7.3    2.7 – 7.3    1.9 – 7.0    2.4 – 7.0

Weighted average

   6.4    7.1    6.4    6.9    6.4    6.1

Annual total prepayment speed (2)

                 

Range

   7.6% – 56.4%    8.0% – 42.7%    7.6% – 51.8%    7.9% – 27.0%    6.7% – 45.0%    7.9% – 51.5%

Weighted average

   9.6%    9.7%    9.1%    10.0%    9.1%    12.7%

Annual per-loan cost of servicing

                 

Range

   $59 – $140    $59 – $140    $68 – $140    $68 – $68    $68 – $140    $68 – $140

Weighted average

   $69    $68    $68    $68    $68    $74

 

(1) Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans.
(2) Prepayment speed is measured using Life Total CPR.

 

F-41


Table of Contents

Following is a quantitative summary of key inputs used in the valuation of MSRs as of the dates presented, and the effect on the fair value from adverse changes in those assumptions (weighted averages are based upon unpaid principal balance or fair value where applicable):

 

     December 31, 2014    December 31, 2013
     Amortized cost    Fair value    Amortized cost    Fair value
     (Carrying value, unpaid principal balance and effect on fair value amounts in
thousands)

Carrying value

   $300,422    $57,358    $264,120    $26,452

Key inputs:

           

Unpaid principal balance of underlying mortgage loans

   $28,006,797    $6,278,676    $23,399,612    $2,393,321

Weighted-average annual servicing fee rate (in basis points)

   26    25    26    26

Weighted-average note interest rate

   3.80%    4.78%    3.68%    4.78%

Pricing spread (1)(2)

           

Range

   6.3% – 17.5%    8.1% – 16.3%    6.3% – 17.5%    7.3% – 15.3%

Weighted average

   7.9%    10.3%    6.7%    8.6%

Effect on fair value of a:

           

5% adverse change

   $(5,801)    $(937)    $(5,490)    $(488)

10% adverse change

   $(11,410)    $(1,845)    $(10,791)    $(959)

20% adverse change

   $(22,086)    $(3,577)    $(20,861)    $(1,855)

Weighted average life (in years)

           

Range

   1.8 – 7.2    1.8 – 7.2    1.3 – 7.3    2.8 – 7.3

Weighted average

   6.4    6.7    6.7    7.2

Prepayment speed (1)(3)

           

Range

   7.8% – 47.9%    8.0% – 39.6%    7.7% – 51.9%    8.0% – 20.0%

Weighted average

   8.8%    11.4%    8.2%    8.9%

Effect on fair value of a:

           

5% adverse change

   $(6,166)    $(1,430)    $(5,467)    $(568)

10% adverse change

   $(12,138)    $(2,803)    $(10,765)    $(1,117)

20% adverse change

   $(23,532)    $(5,394)    $(20,886)    $(2,160)

Annual per-loan cost of servicing (1)

           

Range

   $62 – $134    $62 – $134    $68 – $140    $68 – $140

Weighted average

   $62    $62    $68    $68

Effect on fair value of a:

           

5% adverse change

   $(1,807)    $(334)    $(1,695)    $(158)

10% adverse change

   $(3,614)    $(668)    $(3,390)    $(316)

20% adverse change

   $(7,228)    $(1,337)    $(6,780)    $(633)

 

(1) The effect on value of an adverse change in one of the above-mentioned key inputs may result in recognition of MSR impairment. The extent of impairment recognized will depend on the relationship of fair value to the carrying value of MSRs.
(2) Pricing spread represents a margin that is added to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans and purchased MSRs not backed by pools of distressed mortgage loans.
(3) Prepayment speed is measured using Life Total CPR.

 

F-42


Table of Contents

The preceding sensitivity analyses are limited in that they were performed at a particular point in time; only contemplate the movements in the indicated inputs; do not incorporate changes in the inputs in relation to other inputs; are subject to the accuracy of various models and inputs used; and do not incorporate other factors that would affect the Company’s overall financial performance in such scenarios, including operational adjustments made by the Manager to account for changing circumstances. For these reasons, the preceding estimates should not be viewed as earnings forecasts.

Securities Sold Under Agreements to Repurchase

Fair value of securities sold under agreements to repurchase is based on the accrued cost of the agreements, which approximates the agreements’ fair values, due to the agreements’ short maturities.

Note 9—Short-Term Investments

The Company’s short-term investments are comprised of money market accounts and unrestricted balances maintained in excess of minimum required amounts as deposited with U.S. commercial banks.

Note 10—Mortgage Loans Acquired for Sale at Fair Value

Mortgage loans acquired for sale at fair value is comprised of recently originated mortgage loans purchased by the Company for resale. Following is a summary of the distribution of the Company’s mortgage loans acquired for sale at fair value:

 

     December 31, 2014      December 31, 2013  
     Fair
value
     Unpaid
principal
balance
     Fair
value
     Unpaid
principal
balance
 

Loan type

   (in thousands)  

Conventional:

           

Agency-eligible

   $ 290,007       $ 277,355       $ 311,162       $ 304,749   

Jumbo

     138,390         135,008         34,615         35,050   

Held for sale to PennyMac Loan Services, LLC — Government-insured or guaranteed

     209,325         198,265         112,360         107,587   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 637,722    $ 610,628    $ 458,137    $ 447,386   
  

 

 

    

 

 

    

 

 

    

 

 

 

Loans pledged to secure assets sold under agreements to repurchase

$ 609,608    $ 454,210   
  

 

 

       

 

 

    

Loans pledged to secure mortgage loan participation and sale agreements

$ 20,799   
  

 

 

          

The Company is not approved by Ginnie Mae as an issuer of Ginnie Mae-guaranteed securities which are backed by government-insured or guaranteed mortgage loans. The Company transfers government-insured or guaranteed mortgage loans that it purchases from correspondent lenders to PLS, which is a Ginnie Mae-approved issuer, and earns a sourcing fee of three basis points on the unpaid principal balance plus interest earned during the period it holds each such loan.

Note 11—Derivative Financial Instruments

The Company engages in interest rate risk management activities in an effort to reduce the variability of earnings caused by changes in interest rates. To manage the price risk resulting from interest rate risk, the Company uses derivative financial instruments acquired with the intention of moderating the risk that changes in market interest rates will result in unfavorable changes in the fair value of the Company’s MBS, IRLCs and inventory of mortgage loans acquired for sale. The Company records all derivative financial instruments at fair value and records changes in fair value in current period income.

The Company is exposed to price risk relative to its mortgage loans acquired for sale as well as to the IRLCs it issues to correspondent lenders. The Company bears price risk from the time an IRLC is issued to a correspondent lender to the time the purchased mortgage loan is sold. The Company is exposed to loss if mortgage interest rates increase, because the value of the purchase commitment or mortgage loan acquired for sale decreases.

The Company is also exposed to risk relative to the fair value of its MSRs. The Company is exposed to loss in value of its MSRs when interest rates decrease. The Company periodically includes MSRs in its hedging activities

Beginning in the third quarter of 2013, the Company entered into Eurodollar futures, which settle daily, to economically hedge net fair value changes of a portion of fixed-rate mortgage loans at fair value held by VIE and MBS securities at fair value and

 

F-43


Table of Contents

the related variable rate repurchase agreement liabilities indexed to LIBOR. The Company uses the Eurodollar futures with the intention of moderating the risk of rising market interest rates that will result in unfavorable changes in the value of the Company’s fixed-rate assets and economic performance of its indexed variable interest LIBOR rate repurchase agreement liabilities.

The Company does not use derivative financial instruments for purposes other than in support of its risk management activities other than IRLCs, which are generated in the normal course of business when the Company commits to purchase mortgage loans acquired for sale.

The Company had the following derivative assets and liabilities and related margin deposits recorded within Derivative assets and Derivative liabilities on the consolidated balance sheets:

 

     December 31, 2014     December 31, 2013  
            Fair value            Fair value  

Instrument

   Notional
amount
     Derivative
assets
    Derivative
liabilities
    Notional
amount
     Derivative
assets
    Derivative
liabilities
 
     (in thousands)  

Derivatives not designated as hedging instruments:

              

Free-standing derivatives:

              

Interest rate lock commitments

     695,488       $ 5,678      $ 17        557,343       $ 2,510      $ 1,261   

Forward sales contracts

     1,601,283         52        6,649        3,588,027         16,385        1,295   

Forward purchase contracts

     1,100,700         3,775        34        2,781,066         1,229        7,420   

MBS put options

     340,000         374        —          55,000         272        —     

MBS call options

     —           —          —          110,000         —          —     

Eurodollar future sales contracts

     7,426,000         —          —          8,779,000         —          —     

Eurodollar future purchase contracts

     800,000         —          —          —           —          —     

Treasury futures sales contracts

     85,000         —          478        105,000         —          —     

Call options on interest rate futures

     1,030,000         3,319        —          —           —          —     

Put options on interest rate futures

     275,000         193        —          52,500         566        —     
     

 

 

   

 

 

      

 

 

   

 

 

 

Total derivative instruments before netting

  13,391      7,178      20,962      9,976   

Netting

  (2,284   (4,748   (12,986   (8,015
     

 

 

   

 

 

      

 

 

   

 

 

 
$ 11,107    $ 2,430    $ 7,976    $ 1,961   
     

 

 

   

 

 

      

 

 

   

 

 

 

Margin deposits with (collateral received from) derivatives counterparties

$ 2,465    $ (4,971
     

 

 

        

 

 

   

The following table summarizes the notional amount activity for derivative contracts used to hedge the Company’s IRLCs, inventory of mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities.

 

     Year ended December 31, 2014  

Period/Instrument

   Balance,
    beginning    
of period
         Additions              Dispositions/    
expirations
     Balance,
end
    of period    
 
     (in thousands)  

Year ended December 31, 2014

           

Forward sales contracts

     3,588,027         45,904,253         (47,890,997      1,601,283   

Forward purchase contracts

     2,781,066         33,418,838         (35,099,204      1,100,700   

MBS put options

     55,000         2,087,500         (1,802,500      340,000   

MBS call options

     110,000         230,000         (340,000      —     

Eurodollar future sale contracts

     8,779,000         3,032,000         (4,385,000      7,426,000   

Eurodollar future purchase contracts

     —           4,087,000         (3,287,000      800,000   

Treasury future sale contracts

     105,000         482,600         (502,600      85,000   

Treasury future purchase contracts

     —           439,200         (439,200      —     

Call option on interest rate futures

     —           3,530,000         (2,500,000      1,030,000   

Put options on interest rate futures

     52,500         1,687,500         (1,465,000      275,000   

 

F-44


Table of Contents
     Year ended December 31, 2013  

Period/Instrument

   Balance,
    beginning    
of period
         Additions              Dispositions/    
expirations
     Balance,
end
    of period    
 
           
     (in thousands)  

Year ended December 31, 2013

           

Forward sales contracts

     4,266,983         72,719,643         (73,398,599      3,588,027   

Forward purchase contracts

     2,206,539         56,191,824         (55,617,297      2,781,066   

MBS put option

     495,000         3,335,000         (3,775,000      55,000   

MBS call option

     —           2,310,000         (2,200,000      110,000   

Eurodollar future sale contracts

     —           19,852,000         (11,073,000      8,779,000   

Eurodollar future purchase contracts

     —           660,000         (660,000      —     

Treasury future sale contracts

     —           180,000         (75,000      105,000   

Treasury future purchase contracts

     —           75,000         (75,000      —     

Call option on interest rate futures

        42,500         (42,500      —     

Put options on interest rate futures

     —           260,000         (207,500      52,500   
     Year ended December 31, 2012  

Period/Instrument

   Balance,
    beginning    
of period
         Additions              Dispositions/    
expirations
     Balance,
end
    of period    
 
     (in thousands)  

Year ended December 31, 2012

           

Forward purchase contracts

     398,400         23,800,622         (21,992,483      2,206,539   

Forward sales contracts

     756,691         38,995,923         (35,485,631      4,266,983   

MBS put option

     28,000         2,585,000         (2,118,000      495,000   

MBS call option

     5,000         90,000         (95,000      —     

The Company recorded net gains (losses) on derivative financial instruments used to hedge the Company’s IRLCs and inventory of mortgage loans totaling $(68.7) million, $151.6 million and $(51.5) million for the years ended December 31, 2014, 2013 and 2012, respectively. Derivative gains and losses are included in Net gains on mortgage loans acquired for sale in the Company’s consolidated statements of income.

The Company recorded net gains (losses) on derivative financial instruments used as economic hedges of MSRs totaling $11.5 million, $(2.0) million and $2.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. The derivative losses are included in Net loan servicing fees in the Company’s consolidated statements of income.

The Company recorded net losses on derivative financial instruments used to hedge the net change in fair value of fixed-rate assets and its variable LIBOR rate repurchase agreement liabilities of $22.6 million and $9.4 million for the years ended December 31, 2014 and 2013, respectively. The derivative losses are included in Net gain on investments in the Company’s consolidated statements of income.

 

F-45


Table of Contents

Note 12—Mortgage Loans at Fair Value

Following is a summary of the distribution of the Company’s mortgage loans at fair value:

 

     December 31, 2014      December 31, 2013  

Loan type

   Fair
value
     Unpaid
principal
balance
     Fair
value
     Unpaid
principal
balance
 
     (in thousands)  

Nonperforming loans

   $ 1,535,317       $ 2,246,585       $ 1,469,686       $ 2,415,446   

Performing loans:

           

Fixed interest rate

     322,704         449,496         310,607         475,568   

Adjustable-rate mortgage (“ARM”)/hybrid

     127,405         162,329         165,327         207,553   

Interest rate step-up

     213,999         323,350         130,906         215,702   

Balloon

     158         210         139         213   
  

 

 

    

 

 

    

 

 

    

 

 

 
  664,266      935,385      606,979      899,036   
  

 

 

    

 

 

    

 

 

    

 

 

 

Fixed interest rate jumbo loans held in a VIE

  527,369      517,500      523,652      543,257   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 2,726,952    $ 3,699,470    $ 2,600,317    $ 3,857,739   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value pledged to secure borrowings at period end:

Assets sold under agreements to repurchase

$ 2,543,242    $ 2,314,324   
  

 

 

       

 

 

    

Mortgage loans held in a consolidated subsidiary whose stock is pledged to secure financings of such loans

$ —      $ 989   
  

 

 

       

 

 

    

Mortgage loans held in a VIE securing an asset-backed financing

$ 527,369    $ 523,652   
  

 

 

       

 

 

    

Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans at fair value, excluding mortgage loans held in a VIE securing asset-backed financing:

 

Concentration

   December 31, 2014    December 31, 2013

Portion of mortgage loans originated between 2005 and 2007

   75%    72%

Percentage of fair value of mortgage loans with unpaid-principal- balance-to-current-property-value in excess of 100%

   55%    61%

Percentage of mortgage loans secured by California real estate

   22%    24%

Additional states contributing 5% or more of mortgage loans

   New York

New Jersey
Florida

   New York

Florida

New Jersey

 

F-46


Table of Contents

Note 13—Mortgage Loans Under Forward Purchase Agreements at Fair Value

Following is a summary of the distribution of the Company’s mortgage loans under forward purchase agreements at fair value:

 

     December 31, 2014      December 31, 2013  

Loan type

   Fair
value
     Unpaid
principal
balance
     Fair
value
     Unpaid
principal
balance
 
     (in thousands)  

Nonperforming loans

   $ —         $ —         $ 177,841       $ 268,600   

Performing loans:

           

Fixed

     —           —           19,292         29,496   

ARM/hybrid

     —           —           19,510         31,933   

Interest rate step-up

     —           —           1,485         2,455   
  

 

 

    

 

 

    

 

 

    

 

 

 
  —        —        40,287      63,884   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ —      $ —      $ 218,128    $ 332,484   
  

 

 

    

 

 

    

 

 

    

 

 

 

Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans under forward purchase agreements at fair value:

 

     December 31,      December 31,  
     2014      2013  

Portion of mortgage loans originated between 2005 and 2007

             —           72

Percentage of mortgage loans secured by California real estate

     —           25

Additional states contributing 5% or more of mortgage loans

        New Jersey   
        Washington   
        New York   
        Maryland   

 

F-47


Table of Contents

Note 14—Real Estate Acquired in Settlement of Loans

Following is a summary of financial information relating to REO:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance at beginning of period

   $ 138,942       $ 88,078       $ 80,570   

Purchases

     3,049         82         48   

Transfers from mortgage loans at fair value and advances

     364,945         185,061         112,642   

Transfers from REO under forward purchase agreements

     12,737         117         21,819   

Results of REO:

        

Valuation adjustments, net

     (45,476      (24,002      (16,942

Gain on sale, net

     13,498         10,531         16,440   
  

 

 

    

 

 

    

 

 

 
  (31,978   (13,471   (502

Proceeds from sales

  (184,467   (120,925   (126,499
  

 

 

    

 

 

    

 

 

 

Balance at end of period

$ 303,228    $ 138,942    $ 88,078   
  

 

 

    

 

 

    

 

 

 

At period end:

REO pledged to secure assets sold under agreements to repurchase

$ 138,284    $ 17,453    $ 9,061   
  

 

 

    

 

 

    

 

 

 

REO held in a consolidated subsidiary whose stock is pledged to secure financings of such properties

$ 12,365    $ 71,951    $ 14,773   
  

 

 

    

 

 

    

 

 

 

Note 15—Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements

Following is a summary of the activity in REO under forward purchase agreements:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance at beginning of period

   $ 9,138       $ —         $ 22,979   

Purchases

     68         4         249   

Transfers from mortgage loans under forward purchase agreements at fair value and advances

     9,369         9,922         6,633   

Transfers to REO

     (12,737      (117      (21,819

Results of REO under forward purchase agreements:

        

Valuation adjustments, net

     (779      (112      (449

Gain on sale, net

     306         92         2,319   
  

 

 

    

 

 

    

 

 

 
  (473   (20   1,870   

Proceeds from sales

  (5,365   (651   (9,912
  

 

 

    

 

 

    

 

 

 

Balance at end of period

$ —      $ 9,138    $ —     
  

 

 

    

 

 

    

 

 

 

 

F-48


Table of Contents

Note 16—Mortgage Servicing Rights

Carried at Fair Value:

Following is a summary of MSRs carried at fair value:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance at beginning of period

   $ 26,452       $ 1,346       $ 749   

Additions:

        

Purchases

     —           1,419         20   

MSRs resulting from loan sales

     47,693         23,071         1,508   
  

 

 

    

 

 

    

 

 

 

Total additions

  47,693      24,490      1,528   
  

 

 

    

 

 

    

 

 

 

Change in fair value:

Due to changes in valuation inputs or assumptions used in valuation model (1)

  (11,455   1,338      (708

Other changes in fair value (2)

  (5,193   (722   (144
  

 

 

    

 

 

    

 

 

 
  (16,648   616      (852
  

 

 

    

 

 

    

 

 

 

Sales

  (139   —        (79
  

 

 

    

 

 

    

 

 

 

Balance at end of period

$ 57,358    $ 26,452    $ 1,346   
  

 

 

    

 

 

    

 

 

 

 

(1) Principally reflects changes in pricing spread (discount rates) and prepayment speed inputs, primarily due to changes in interest rates.
(2) Represents changes due to realization of expected cash flows.

 

F-49


Table of Contents

Carried at Lower of Amortized Cost or Fair Value:

Following is a summary of MSRs carried at amortized cost:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Amortized Cost:

        

Balance at beginning of period

   $ 266,697       $ 132,977       $ 5,282   

MSRs resulting from loan sales

     73,640         159,961         133,159   

Purchases

     —           —           15   

Amortization

     (31,911      (26,241      (5,460

Sales

     (289      —           (19
  

 

 

    

 

 

    

 

 

 

Balance at end of period

  308,137      266,697      132,977   
  

 

 

    

 

 

    

 

 

 

Valuation Allowance:

Balance at beginning of period

  (2,577   (7,547   —     

Reversals (additions)

  (5,138   4,970      (7,547
  

 

 

    

 

 

    

 

 

 

Balance at end of period

  (7,715   (2,577   (7,547
  

 

 

    

 

 

    

 

 

 

MSRs, net

$ 300,422    $ 264,120    $ 125,430   
  

 

 

    

 

 

    

 

 

 

Estimated fair value at end of period

$ 322,230    $ 289,737    $ 126,995   
  

 

 

    

 

 

    

 

 

 

The following table summarizes the Company’s estimate of amortization of its existing MSRs carried at amortized cost. This projection was developed using assumptions made by the Manager in its December 31, 2014 valuation of MSRs. The assumptions underlying the following estimate will change as market conditions and portfolio composition and behavior change, causing both actual and projected amortization levels to change over time. Therefore, the following estimates will change in a manner and amount not presently determinable by the Manager.

 

Year ending December 31,

   Estimated MSR
amortization
 
     (in thousands)  

2015

   $ 32,122   

2016

     31,986   

2017

     29,893   

2018

     27,244   

2019

     24,680   

Thereafter

     162,212   
  

 

 

 

Total

$ 308,137   
  

 

 

 

Servicing fees relating to MSRs are recorded in Net loan servicing fees on the consolidated statements of income and are summarized below:

 

     Year ending December 31,  
     2014      2013      2012  
     (in thousands)  

Contractually-specified servicing fees

   $ 76,300       $ 50,716       $ 9,969   
  

 

 

    

 

 

    

 

 

 

 

F-50


Table of Contents

Note 17— Assets Sold Under Agreements to Repurchase

Following is a summary of financial information relating to assets sold under agreements to repurchase:

 

     Year ending December 31,  
     2014     2013     2012  
     (dollars in thousands)  

During the year:

      

Weighted-average interest rate (1)

     2.12     2.43     2.77

Average balance

   $ 2,311,273      $ 1,552,912      $ 805,461   

Total interest expense

   $ 58,304      $ 47,790      $ 28,025   

Maximum daily amount outstanding

   $ 3,203,989      $ 3,124,616      $ 1,684,712   

At year end:

      

Balance

   $ 2,730,130      $ 2,039,605      $ 1,256,102   

Weighted-average stated interest rate

     2.32     2.29     3.02

Available borrowing capacity:

      

Committed

   $ 652,360      $ 1,467,138      $ 643,898   

Uncommitted

     695,000        150,000        350,000   
  

 

 

   

 

 

   

 

 

 
$ 1,347,360    $ 1,617,138    $ 993,898   
  

 

 

   

 

 

   

 

 

 

Margin deposits placed with counterparties

$ 5,579    $ 3,201    $ 4,468   

Fair value of assets securing agreements to repurchase:

Mortgage-backed securities

$ 307,363    $ 197,401    $ —     

Mortgage loans acquired for sale at fair value

  609,608      454,210      972,079   

Mortgage loans at fair value

  2,543,242      2,315,313      949,060   

Real estate acquired in settlement of loans

  150,649      89,404      23,834   
  

 

 

   

 

 

   

 

 

 
$ 3,610,862    $ 3,056,328    $ 1,944,973   
  

 

 

   

 

 

   

 

 

 

 

(1) Excludes the amortization of commitment fees and issuance costs of $9.4 million, $10.0 million, and $5.5 million for the years ended December 31, 2014, 2013, and 2012, respectively.

Following is a summary of maturities of outstanding assets sold under agreements to repurchase by maturity date:

 

Remaining Maturity at December 31, 2014

   Balance  
     (in thousands)  

Within 30 days

   $ 493,560   

Over 30 to 90 days

     508,083   

Over 90 days to 180 days

     —     

Over 180 days to 1 year

     1,613,709   

Over 1 year to 2 years

     114,778   
  

 

 

 
$ 2,730,130   
  

 

 

 

Weighted average maturity (in months)

  6.9   

The Company is subject to margin calls during the period the agreements are outstanding and therefore may be required to repay a portion of the borrowings before the respective agreements mature if the value (as determined by the applicable lender) of the assets securing those agreements decreases. Margin deposits are included in Other assets in the consolidated balance sheets.

 

F-51


Table of Contents

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) and maturity information relating to the Company’s assets sold under agreements to repurchase is summarized by counterparty below as of December 31, 2014:

Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase

 

Counterparty

   Amount at risk      Mortgage loans acquired for sale
weighted-average
repurchase agreement maturity 
   Facility maturity
     (in thousands)            

Citibank, N.A.

   $ 417,059       —      September 7, 2015

Credit Suisse First Boston Mortgage Capital LLC

   $ 294,288       May 9, 2015    October 30, 2015

The Royal Bank of Scotland Group

   $ 101,255       —      February 17, 2015

Bank of America, N.A.

   $ 39,447       March 17, 2015    January 30, 2015

Morgan Stanley

   $ 9,799       February 22, 2015    December 17, 2015

Securities sold under agreements to repurchase

 

Counterparty

   Amount at risk      Maturity
     (in thousands)       

Citibank, N.A.

   $ 332       January 2, 2015

Credit Suisse First Boston Mortgage Capital LLC

   $ 7,078       January 23, 2015

Bank of America, N.A.

   $ 2,512       February 17, 2015

Daiwa Capital Markets America Inc.

   $ 6,442       February 1, 2015

Note 18 - Mortgage Loan Participation and Sale Agreement

One of the borrowing facilities secured by mortgage loans acquired for sale is in the form of a mortgage loan participation and sale agreement. Participation certificates, each of which represents an undivided beneficial ownership interest in a pool of mortgage loans that have been pooled with Fannie Mae or Freddie Mac, are sold to the lender pending the securitization of such mortgage loans and the sale of the resulting security. A commitment between the Company and a non-affiliate to sell such security is also assigned to the lender at the time a participation certificate is sold.

The purchase price paid by the lender for each participation certificate is based on the trade price of the security, plus an amount of interest expected to accrue on the security to its anticipated delivery date, minus a present value adjustment, any related hedging costs and a holdback amount that is based on a percentage of the purchase price and is not required to be paid to the Company until the settlement of the security and its delivery to the lender.

The mortgage loan participation and sale agreement is summarized below:

 

     Year ending
December 31, 2014
 

During the year:

  

Weighted-average interest rate (1)

     1.42

Average balance

   $ 44,770   

Total interest expense

   $ 912   

Maximum daily amount outstanding

   $ 116,363   

At year end:

  

Balance

   $ 20,236   

Weighted-average interest rate

     1.42

Mortgage loans pledged to secure mortgage loan participation and sale agreement

   $ 20,862   

 

(1) Excludes the amortization of commitment fees of $266,000 for the year ended December 31, 2014.

Note 19—Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value

Following is a summary of financial information relating to the asset-backed secured financing of the VIE:

 

     Year ended December 31,  
     2014     2013     2012  
     (dollars in thousands)  

During the year:

      

Weighted-average fair value

   $ 167,752      $ 43,108      $ —     

Interest expense

   $ 6,489      $ 1,612      $ —     

Weighted-average effective interest rate

     3.82     3.69     —     

At year end:

      

Fair value

   $ 165,920      $ 165,415      $ —     

Interest rate

     3.50     3.50     0.00

The Asset-backed secured financing of the variable interest entity is a non-recourse liability and secured solely by the assets of the VIE and not by any other assets of the Company. The assets of the VIE are the only source of funds for repayment of the certificates.

Note 20—Exchangeable Senior Notes

PMC issued in a private offering $250 million aggregate principal amount of Notes due May 1, 2020. The Notes bear interest at a rate of 5.375% per year, payable semiannually. The Notes are exchangeable into common shares of the Company at a rate of 33.6699 common shares per $1,000 principal amount of the Notes, which exchange rate increased from the initial exchange rate of 33.5149. The increase in the calculated exchange rate was the result of cash dividends exceeding the dividend threshold amount of $0.57 per share as provided in the related indenture.

 

F-52


Table of Contents

Following is financial information relating to the Notes:

 

     Year ended December 31,  
     2014      2013      2012  
     (dollars in thousands)  

During the year:

        

Weighted-average balance

   $ 250,000       $ 168,493       $ —     

Interest expense (2)

   $ 14,357       $ 9,580       $ —     

At year end:

        

Balance

   $ 250,000       $ 250,000       $ —     

Unamortized issuance costs (1)

   $ 5,921       $ 6,800       $ —     

 

(1) Unamortized issuance costs are included in Other assets in the consolidated balance sheets.
(2) Total interest expense includes amortization of debt issuance costs of $920,000 and $584,000 during the year ended December 31, 2014 and December 31, 2013, respectively.

Note 21—Borrowings under Forward Purchase Agreements

Following is a summary of financial information relating to borrowings under forward purchase agreements:

 

     Year ended December 31,  
     2014     2013     2012  
     (dollars in thousands)  

During the year:

      

Weighted-average effective interest rate

     2.84     2.94     4.01

Weighted-average balance

   $ 82,056      $ 124,394      $ 58,719   

Interest expense

   $ 2,364      $ 3,707      $ 2,396   

Maximum daily amount outstanding

   $ 226,848      $ 244,047      $ 152,428   

At year end:

      

Balance

   $ —        $ 226,580      $ —     

Interest rate

     0.00     3.02     0.00

Fair value of underlying loans and REO

   $ —        $ 226,833      $ —     

Note 22—Liability for Losses Under Representations and Warranties

Following is a summary of the Company’s liability for losses under representations and warranties:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance, beginning of year

   $ 10,110       $ 4,441       $ 205   

Provision for losses

     4,255         5,669         4,236   

Losses charged

     (123      —           —     
  

 

 

    

 

 

    

 

 

 

Balance, end of year

$ 14,242    $ 10,110    $ 4,441   
  

 

 

    

 

 

    

 

 

 

Unpaid principal balance of mortgage loans subject to representations and warranties at period end

$ 34,673,414    $ 25,652,972    $ 12,168,454   
  

 

 

    

 

 

    

 

 

 

 

F-53


Table of Contents

Note 23—Commitments and Contingencies

Litigation

From time to time, the Company may be involved in various proceedings, claims and legal actions arising in the ordinary course of business. As of December 31, 2014, the Company was not involved in any such proceedings, claims or legal actions that in the Manager’s view would reasonably be likely to have a material adverse effect on the Company.

Mortgage Loan Commitments

The following table summarizes the Company’s outstanding contractual loan commitments:

 

     December 31, 2014  
     (in thousands)  

Commitments to purchase mortgage loans:

  

Mortgage loans acquired for sale at fair value

   $ 695,488   

Mortgage loans at fair value

   $ 310,160   

Note 24—Shareholders’ Equity

At December 31, 2014, the Company had approximately $106.9 million of common shares available for issuance under its ATM Equity Offering Sales AgreementSM. The Company sold a total of 3,817,611 of its common shares at a weighted average price of $23.73 per share, providing net proceeds to the Company of approximately $89.6 million, net of sales commissions of $970,000.

At December 31, 2013, the Company had approximately $197.5 million available for issuance under its ATM Equity Offering Sales AgreementSM. The Company did not sell any common shares under its ATM Equity OfferingSM Sales Agreement during year ended December 31, 2013.

On August 13, 2013, the Company issued and sold 11,300,000 common shares in an underwritten public offering and received $249.4 million of proceeds, after underwriting and estimated offering expenses. Proceeds from the issuance of these shares were used to fund the Company’s business and investment activities, including the acquisition of distressed mortgage loans and other investments; the funding of its correspondent production business, including the purchase of jumbo loans; the repayment of indebtedness; and for general corporate purposes.

As more fully described in Note 4—Transactions with Related Parties, on February 1, 2013, the Company entered into a Reimbursement Agreement, by and among the Company, the Operating Partnership and PCM. The Reimbursement Agreement provides that, to the extent the Company is required to pay PCM performance incentive fees under the management agreement, the Company will reimburse PCM for underwriting costs it paid on the offering date at a rate of $10 in reimbursement for every $100 of performance incentive fees earned. The reimbursement is subject to a maximum reimbursement in any particular 12-month period of $1.0 million, and the maximum amount that may be reimbursed under the agreement is $2.9 million. During the years ended December 31, 2014 and 2013, $651,000 and $944,000 was paid to PCM, respectively.

The Reimbursement Agreement also provides for the payment to the IPO underwriters of the amount that the Company agreed to pay to them at the time of the IPO if the Company satisfied certain performance measures over a specified period of time. As PCM earns performance incentive fees under the management agreement, the IPO underwriters will be paid at a rate of $20 of payments for every $100 of performance incentive fees earned by PCM. The payment to the underwriters is subject to a maximum reimbursement in any particular 12-month period of $2.0 million and the maximum amount that may be paid under the agreement is $5.9 million. During the year ended December 31, 2014 and 2013, $1.7 million and $1.9 million, respectively was paid to the underwriters. The Reimbursement Agreement expires on February 1, 2019.

 

F-54


Table of Contents

Note 25—Net Gain on Mortgage Loans Acquired for Sale

Net gain on mortgage loans acquired for sale is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash (loss) gain :

        

Sales proceeds, net

   $ (20,989    $ (197,580    $ 13,918   

Hedging activities

     (57,161      136,829         (57,040
  

 

 

    

 

 

    

 

 

 
  (78,150   (60,751   (43,122
  

 

 

    

 

 

    

 

 

 

Non cash gain:

Receipt of MSRs in loan sale transactions

  121,333      183,032      134,682   

Provision for losses relating to representations and warranties provided in loan sales

  (4,255   (5,669   (4,236

Change in fair value of IRLCs, mortgage loans and hedging derivatives held at period end:

IRLCs

  4,412      (18,230   13,707   

Mortgage loans

  3,825      (9,265   43,691   

Hedging derivatives

  (11,518   9,552      2,953   
  

 

 

    

 

 

    

 

 

 
  (3,281   (17,943   60,351   
  

 

 

    

 

 

    

 

 

 
$ 35,647    $ 98,669    $ 147,675   
  

 

 

    

 

 

    

 

 

 

Note 26—Net Interest Income

Net interest income is summarized for the periods presented below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Interest income:

        

Short-term investments

   $ 604       $ 542       $ 42   

Mortgage-backed securities

     8,226         2,138         2,084   

Agency debt securities

     —           222         —     

Mortgage loans acquired for sale at fair value

     23,974         33,726         19,731   

Mortgage loans at fair value

     122,620         81,275         49,462   

Mortgage loans under forward purchase agreements

     3,584         3,659         996   

Excess servicing spread purchased from PFSI, at fair value

     13,292         1,091         —     

Other

     48         209         126   
  

 

 

    

 

 

    

 

 

 
  172,348      122,862      72,441   
  

 

 

    

 

 

    

 

 

 

Interest expense:

Assets sold under agreements to repurchase

  58,304      47,790      28,025   

Mortgage loans participation and sale agreement

  912      —        —     

Borrowings under forward purchase agreements

  2,363      3,707      2,396   

Asset-backed secured financing

  6,490      1,612      —     

Exchangeable senior notes

  14,358      9,580      —     

Note payable secured by mortgage loans at fair value

  —        —        113   

Other

  3,162      2,533      1,108   
  

 

 

    

 

 

    

 

 

 
  85,589      65,222      31,642   
  

 

 

    

 

 

    

 

 

 

Net interest income

$ 86,759    $ 57,640    $ 40,799   
  

 

 

    

 

 

    

 

 

 

 

F-55


Table of Contents

Note 27—Net Gain on Investments

Net gain on investments is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Net gain (loss) on investments:

        

Mortgage-backed securities

   $ 10,416       $ (1,347    $ 612   

Hedging derivatives

     (6,802      (4,310      —     
  

 

 

    

 

 

    

 

 

 
  3,614      (5,657   612   

Agency debt security

  —        1,725      —     

Excess servicing spread purchased from PFSI at fair value

  (20,834   2,423      —     

Mortgage loans

  227,488      206,988      103,037   

Asset-backed secured financing

  (8,459   2,279      —     
  

 

 

    

 

 

    

 

 

 
$ 201,809    $ 207,758    $ 103,649   
  

 

 

    

 

 

    

 

 

 

Note 28—Net Loan Servicing Fees

Net loan servicing fees is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Servicing fees (1)

   $ 80,008       $ 54,725       $ 10,982   

MSR recapture fee receivable from PFSI

     9         709         —     

Effect of MSRs:

        

Carried at lower of amortized cost or fair value

        

Amortization

     (31,911      (26,241      (5,460

(Provision for) reversal of impairment

     (5,138      4,970         (7,547

Gain on sale

     46         —           —     

Carried at fair value - change in fair value

     (16,648      616         (852

Gains (losses) on hedging derivatives

     11,527         (1,988      2,123   
  

 

 

    

 

 

    

 

 

 
  (42,124   (22,643   (11,736
  

 

 

    

 

 

    

 

 

 

Net loan servicing fees

$ 37,893    $ 32,791    $ (754
  

 

 

    

 

 

    

 

 

 

Average servicing portfolio

$ 29,709,898    $ 20,670,861    $ 3,667,941   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes contractually specified servicing and ancillary fees.

Note 29—Share-Based Compensation Plans

The Company has adopted an equity incentive plan which provides for the issuance of equity based awards, including share options, restricted shares, restricted share units, unrestricted common share awards, LTIP units (a special class of partnership interests in the Operating Partnership) and other awards based on PMT’s shares that may be awarded by the Company directly to its officers and trustees, and the members, officers, trustees, directors and employees of PennyMac that provide services to PMT. The equity incentive plan is administered by the Company’s compensation committee, pursuant to authority delegated by the board of trustees, which has the authority to make awards to the eligible participants referenced above, and to determine what form the awards will take, and the terms and conditions of the awards.

The Company’s equity incentive plan allows for grants of equity-based awards up to an aggregate of 8% of PMT’s issued and outstanding shares on a diluted basis at the time of the award.

 

F-56


Table of Contents

The shares underlying award grants will again be available for award under the equity incentive plan if:

 

    any shares subject to an award granted under the equity incentive plan are forfeited, cancelled, exchanged or surrendered;

 

    an award terminates or expires without a distribution of shares to the participant; or

 

    shares are surrendered or withheld by PMT as payment of either the exercise price of an award and/or withholding taxes for an award.

Restricted share units have been awarded to trustees and officers of the Company and to employees of PennyMac. Such awards generally vest over a one- to four-year period. Each share unit awarded under the equity incentive plan will have a term of no longer than ten years, and will have an exercise price that is no less than 100% of the fair value of the Company’s shares on the date of grant of the award.

The Company’s estimate of value included assumed grantee forfeiture rates of 15% per year, except for certain of PMT’s officers and its board of trustees, for which no turnover was assumed.

The table below summarizes restricted share unit activity and compensation expense:

 

     Year ended December 31,  
     2014      2013      2012  

Number of units:

        

Outstanding at beginning of year

     661,372         665,617         491,809   

Granted

     300,131         255,445         350,000   

Vested

     (234,466      (253,509      (161,678

Canceled

     (1,625      (6,181      (14,514
  

 

 

    

 

 

    

 

 

 

Outstanding at end of year

  725,412      661,372      665,617   
  

 

 

    

 

 

    

 

 

 

Weighted Average Grant Date Fair Value:

Outstanding at beginning of year

$ 19.95    $ 15.92    $ 12.57   

Granted

$ 21.05    $ 23.91    $ 18.91   

Vested

$ 19.68    $ 13.40    $ 12.15   

Canceled

$ 18.74    $ 20.06    $ 16.82   

Outstanding at end of year

$ 21.00    $ 19.95    $ 15.92   

Compensation expense recorded during the year

$ 7,107,000    $ 6,763,000    $ 6,032,000   

Year end:

Units available for future awards (1)

  5,293,433      5,029,174      4,014,159   

Unamortized compensation cost

$ 7,023,418    $ 6,178,000    $ 5,798,000   

 

(1) Based on shares outstanding as of December 31, 2014. Total units available for future awards may be adjusted in accordance with the equity incentive plan based on future issuances of PMT’s shares as described above.

As of December 31, 2014, 731,595 restricted share units with a weighted average grant date fair value of $24.29 per share unit are expected to vest over their average remaining vesting period of 28 months. The grant date fair values of share unit awards are based on the market value of the Company’s stock at the date of grant.

 

F-57


Table of Contents

Note 30—Other Expenses

Other expenses are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Common overhead allocation from PFSI

   $ 10,477       $ 10,423       $ 4,183   

Servicing and collection costs

     6,892         1,861         1,577   

Loan origination

     2,638         4,584         752   

Insurance

     989         890         762   

Technology

     984         826         701   

Securitization

     (150      1,742         —     

Other expenses

     2,463         2,735         1,582   
  

 

 

    

 

 

    

 

 

 
$ 24,293    $ 23,061    $ 9,557   
  

 

 

    

 

 

    

 

 

 

Note 31—Income Taxes

The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code. Therefore, PMT generally will not be subject to corporate federal or state income tax to the extent that qualifying distributions are made to shareholders and the Company meets REIT requirements including certain asset, income, distribution and share ownership tests. The Company believes that it has met the distribution requirements, as it has declared dividends sufficient to distribute substantially all of its taxable income. Taxable income will generally differ from net income. The primary differences between net income and the REIT taxable income (before deduction for qualifying distributions) are the taxable income of the taxable REIT subsidiary (“TRS”) and the method of determining the income or loss related to valuation of the mortgage loans owned by the qualified REIT subsidiary.

In general, cash dividends declared by the Company will be considered ordinary income to the shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. The approximate tax characterization of the Company’s distributions is as follows:

 

Year ended December 31,

   Ordinary
income
    Long term
capital gain
    Return of
capital
 

2014

     86     14     0

2013

     83     17     0

2012

     83     0     17

The Company had elected to treat two of its subsidiaries as TRSs. In the quarter ended September 30, 2012, the Company revoked the election to treat its wholly owned subsidiary that is the sole general partner of the Operating Partnership as a TRS. As a result, beginning September 1, 2012, one subsidiary, PMC, is treated as a TRS. Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to the REIT. No such dividend distributions have been made to date. A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC and, for the periods for which TRS treatment had been elected, the sole general partner of the Operating Partnership is included in the Consolidated Statements of Income.

The Company files U.S. federal and state income tax returns for both the REIT and TRSs. These federal income tax returns for 2011 and forward are subject to examination. The Company’s state income tax returns are generally subject to examination for 2010 and forward. No returns are currently under examination.

 

F-58


Table of Contents

The following table details the Company’s income tax expense (benefit) which relates primarily to the TRSs for the periods presented:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Current expense (benefit):

        

Federal

   $ 352       $ (10,014    $ 4,760   

State

     104         (2,232      1,686   
  

 

 

    

 

 

    

 

 

 

Total current expense (benefit)

  456      (12,246   6,446   
  

 

 

    

 

 

    

 

 

 

Deferred (benefit) expense:

Federal

  (10,232   20,737      31,266   

State

  (5,304   5,954      10,861   
  

 

 

    

 

 

    

 

 

 

Total deferred (benefit) expense

  (15,536   26,691      42,127   
  

 

 

    

 

 

    

 

 

 

Total (benefit) provision for income taxes

$ (15,080 $ 14,445    $ 48,573   
  

 

 

    

 

 

    

 

 

 

The provision for deferred income taxes for the years ended December 31, 2014 and December 31, 2013 primarily relates to MSRs the Company received pursuant to sales of mortgage loans with servicing rights retained and net operating loss carryforwards as detailed below.

The following table is a reconciliation of the Company’s provision for income taxes at statutory rates to the provision for income taxes at the Company’s effective rate for the periods presented:

 

     Year ended December 31,  
     2014     2013     2012  
     Amount     Rate     Amount     Rate     Amount     Rate  
     (dollars in thousands)  

Federal income tax expense at statutory tax rate

   $ 62,812        35.0   $ 75,122        35.0   $ 65,387        35.0

Effect of non-taxable REIT income

     (74,480     (41.5 %)      (63,564     (29.6 )%      (24,943     (13.4 )% 

State income taxes, net of federal benefit

     (3,380     (1.9 %)      2,419        1.1     8,140        4.4

Other

     (32     0.0     468        0.2     (11     0.0

Valuation allowance

     —          0.0     —          0.0     —          0.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Benefit) provision for income taxes

$ (15,080   (8.4 %)  $ 14,445      6.7 $ 48,573      26.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-59


Table of Contents

The Company’s components of the provision for deferred income taxes are as follows:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Real estate valuation loss

   $ (5,079    $ 2,651       $ (5,512

Mortgage servicing rights

     27,996         66,284         49,420   

Net operating loss carryforward

     (35,963      (38,783      —     

Liability for losses under representations and warranties

     (5,944      —           —     

Other

     3,454         (3,461      (1,781

Valuation allowance

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Total (benefit) provision for deferred income taxes

$ (15,536 $ 26,691    $ 42,127   
  

 

 

    

 

 

    

 

 

 

The components of income taxes payable are as follows:

 

     December 31, 2014      December 31, 2013  
     (in thousands)  

Taxes currently receivable

   $ 1,428       $ 8,446   

Deferred income taxes payable

     (52,845      (68,381
  

 

 

    

 

 

 

Income taxes payable

$ (51,417 $ (59,935
  

 

 

    

 

 

 

The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities are presented below:

 

     December 31, 2014      December 31, 2013  
     (in thousands)  

Deferred income tax assets:

     

REO valuation loss

   $ 10,697       $ 5,748   

Net operating loss carryforward

     73,869         38,783   

Liability for losses under representations and warranties

     5,944         —     

Other

     2,112         5,328   
  

 

 

    

 

 

 

Gross deferred tax assets

  92,622      49,859   
  

 

 

    

 

 

 

Deferred income tax liabilities:

Mortgage servicing rights

  (143,565   (118,240

Other

  (1,902   —     
  

 

 

    

 

 

 

Gross deferred tax liabilities

  (145,467   (118,240
  

 

 

    

 

 

 

Net deferred income tax liability

$ (52,845 $ (68,381
  

 

 

    

 

 

 

The net deferred income tax liability is recorded in Income taxes payable in the consolidated balance sheets as of December 31, 2014 and December 31, 2013.

The Company has net operating loss carryforwards of $85.2 million and $94.4 million that expire in 2034 and 2033 for the years ended December 31, 2014 and December 31, 2013, respectively.

At December 31, 2014 and December 31, 2013, the Company had no unrecognized tax benefits and does not anticipate any increase in unrecognized tax benefits. Should the accrual of any interest or penalties relative to unrecognized tax benefits be necessary, it is the Company’s policy to record such accruals in the Company’s income tax accounts. No such accruals existed at December 31, 2014 and December 31, 2013.

 

F-60


Table of Contents

Note 32—Segments and Related Information

The Company has two segments: correspondent production and investment activities.

 

    The correspondent production segment represents the Company’s operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of MBS, using the services of PFSI.

Most of the loans the Company has acquired in its correspondent production activities have been eligible for sale to government-sponsored entities such as Fannie Mae and Freddie Mac or through government agencies such as Ginnie Mae.

 

    The investment activities segment represents the Company’s investments in mortgage-related assets, which include distressed mortgage loans, REO, MBS, MSRs and ESS. The Company seeks to maximize the value of the distressed mortgage loans that it acquires through proprietary loan modification programs, special servicing or other initiatives focused on keeping borrowers in their homes. Where this is not possible, such as in the case of many nonperforming mortgage loans, the Company seeks to effect property resolution in a timely, orderly and economically efficient manner, including through the use of resolution alternatives to foreclosure.

 

F-61


Table of Contents

Financial highlights by operating segment are summarized below:

 

Year ended December 31, 2014

   Correspondent
production
     Investment
activities
     Intersegment
elimination & other
    Total  
     (in thousands)  

Net investment income:

        

Net gain on mortgage loans acquired for sale

   $ 35,647       $ —         $ —        $ 35,647   

Net gain on investments

     —           201,809         —          201,809   

Interest income

     24,022         150,714         (2,388     172,348   

Interest expense

     (15,899      (72,078      2,388        (85,589
  

 

 

    

 

 

    

 

 

   

 

 

 
  8,123      78,636      —        86,759   

Net loan servicing fees

  —        37,893      —        37,893   

Other income (loss)

  18,290      (23,657   —        (5,367
  

 

 

    

 

 

    

 

 

   

 

 

 
  62,060      294,681      —        356,741   
  

 

 

    

 

 

    

 

 

   

 

 

 

Expenses:

Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.

  49,872      86,404      —        136,276   

Other

  3,357      37,644      —        41,001   
  

 

 

    

 

 

    

 

 

   

 

 

 
  53,229      124,048      —        177,277   
  

 

 

    

 

 

    

 

 

   

 

 

 

Pre-tax income

$ 8,831    $ 170,633    $ —      $ 179,464   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total assets at period end

$ 654,476    $ 4,249,820    $ —      $ 4,904,296   
  

 

 

    

 

 

    

 

 

   

 

 

 

Year ended December 31, 2013

   Correspondent
production
     Investment
activities
     Intersegment
elimination & other
    Total  
     (in thousands)  

Net investment income:

       

Net gain on mortgage loans acquired for sale

   $ 98,669       $ —         $ —        $ 98,669   

Net gain on investments

     —           207,758         —          207,758   

Interest income

     33,727         94,435         (5,300     122,862   

Interest expense

     (26,808      (43,714      5,300        (65,222
  

 

 

    

 

 

    

 

 

   

 

 

 
  6,919      50,721      —        57,640   

Net loan servicing fees

  —        32,791      —        32,791   

Other investment income (loss)

  17,715      (9,055   —        8,660   
  

 

 

    

 

 

    

 

 

   

 

 

 
  123,303      282,215      —        405,518   
  

 

 

    

 

 

    

 

 

   

 

 

 

Expenses:

Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.

  78,552      69,699      3,284 (1)    151,535   

Other

  861      38,487      —        39,348   
  

 

 

    

 

 

    

 

 

   

 

 

 
  79,413      108,186      3,284      190,883   
  

 

 

    

 

 

    

 

 

   

 

 

 

Pre-tax income

$ 43,890    $ 174,029    $ (3,284 $ 214,635   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total assets at period end

$ 472,089    $ 3,838,828    $ —      $ 4,310,917   
  

 

 

    

 

 

    

 

 

   

 

 

 

 

(1) Corporate absorption of fulfillment fees for transition adjustment related to the amended and restated management agreement effective February 1, 2013.

 

F-62


Table of Contents

Year ended December 31, 2012

   Correspondent
production
     Investment
activities
     Intersegment
elimination & other
     Total  
     (in thousands)  

Net investment income:

           

Net gain on mortgage loans acquired for sale

   $ 147,675       $ —         $ —         $ 147,675   

Net gain on investments

     —           103,649         —           103,649   

Interest income

     19,733         52,796         (88      72,441   

Interest expense

     (11,289      (20,441      88         (31,642
  

 

 

    

 

 

    

 

 

    

 

 

 
  8,444      32,355      —        40,799   

Net loan servicing fees

  —        (754   —        (754

Other investment income (loss)

  10,545      1,612      —        12,157   
  

 

 

    

 

 

    

 

 

    

 

 

 
  166,664      136,862      —        303,526   
  

 

 

    

 

 

    

 

 

    

 

 

 

Expenses:

Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.

  64,912      29,038      —        93,950   

Other

  1,253      21,501      —        22,754   
  

 

 

    

 

 

    

 

 

    

 

 

 
  66,165      50,539      —        116,704   
  

 

 

    

 

 

    

 

 

    

 

 

 

Pre-tax income

$ 100,499    $ 86,323    $ —      $ 186,822   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at period end

$ 1,004,399    $ 1,555,264    $ —      $ 2,559,663   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-63


Table of Contents

Note 33—Selected Quarterly Results (Unaudited)

Following is a presentation of selected quarterly financial data:

 

    Quarter ended  
    2014     2013  
    Dec. 31     Sept. 30     June 30     Mar. 31     Dec. 31     Sept. 30     June 30     Mar. 31  
    (dollars in thousands, except per share data)  

For the quarter ended:

               

Net investment income

  $ 53,059      $ 106,530      $ 120,556      $ 76,595      $ 96,087      $ 86,062      $ 115,553      $ 107,816   

Net income

  $ 26,511      $ 54,949      $ 75,211      $ 37,873      $ 52,696      $ 39,701      $ 54,497      $ 53,296   

Earnings per share:

               

Basic

  $ 0.35      $ 0.74      $ 1.01      $ 0.52      $ 0.74      $ 0.61      $ 0.92      $ 0.90   

Diluted

  $ 0.34      $ 0.69      $ 0.93      $ 0.50      $ 0.69      $ 0.57      $ 0.86      $ 0.90   

Cash dividends declared per share

  $ 0.61      $ 0.61      $ 0.59      $ 0.59      $ 1.16      $ 0.57      $ 0.57      $ 0.57   

At period end:

               

Short-term investments at fair value

  $ 139,900      $ 37,452      $ 104,453      $ 91,338      $ 92,398      $ 80,936      $ 73,236      $ 45,024   

Investment securities at fair value

    307,363        267,885        218,725        198,110        197,401        217,492        —          —     

Mortgage loans at fair value(1)

    3,364,674        3,250,761        3,606,906        3,156,041        3,276,582        3,350,632        2,862,126        2,490,270   

Excess servicing spread

    191,166        187,368        190,244        151,019        138,723        2,857        —          —     

Real estate acquired in settlement of loans(2)

    303,228        275,185        240,471        186,877        148,080        103,202        88,771        84,486   

Mortgage servicing rights(3)

    357,780        345,848        315,484        301,427        290,572        269,675        226,901        180,441   

Other assets

    240,185        240,314        193,462        142,725        167,161        224,437        192,350        126,939   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

$ 4,904,296    $ 4,604,813    $ 4,869,745    $ 4,227,537    $ 4,310,917    $ 4,249,231    $ 3,443,384    $ 2,927,160   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Assets sold under agreements to repurchase and mortgage loan participation and sale agreement

$ 2,750,366    $ 2,416,686    $ 2,701,755    $ 1,887,778    $ 2,039,605    $ 1,980,058    $ 1,565,896    $ 1,615,050   

Borrowings under forward purchase agreements

  —        —        —        216,614      226,580      229,841      244,047      —     

Asset-backed secured financing at fair value

  165,920      166,841      170,201      166,514      165,415      170,008      —        —     

Exchangeable senior notes

  250,000      250,000      250,000      250,000      250,000      250,000      250,000      —     

Other liabilities

  159,838      183,245      170,629      163,349      162,203      124,559      139,260      89,681   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  3,326,124      3,016,772      3,292,585      2,684,255      2,843,803      2,754,466      2,199,203      1,704,731   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Shareholders’ equity

  1,578,172      1,588,041      1,577,160      1,543,282      1,467,114      1,494,765      1,244,181      1,222,429   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

$ 4,904,296    $ 4,604,813    $ 4,869,745    $ 4,227,537    $ 4,310,917    $ 4,249,231    $ 3,443,384    $ 2,927,160   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes mortgage loans acquired for sale at fair value, mortgage loans at fair value, mortgage loans at fair value held by variable interest entity and mortgage loans under forward purchase agreements at fair value.
(2) Includes REO and REO under forward purchase agreements.
(3) Includes mortgage servicing rights at fair value and mortgage servicing rights at lower of amortized cost or fair value.

 

F-64


Table of Contents

Note 34—Supplemental Cash Flow Information

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash paid for interest

   $ 94,116       $ 67,374       $ 31,693   

Income tax (refund) paid

   $ (6,562    $ (9,200    $ 12,700   

Non-cash investing activities:

        

Transfer of mortgage loans acquired for sale at fair value to mortgage loans at fair value held by variable interest entity

   $ —         $ 536,776       $ —     

Transfer of mortgage loans and advances to real estate acquired in settlement of loans

   $ 364,945       $ 185,061       $ 112,642   

Transfer of mortgage loans acquired for sale to mortgage loans at fair value

   $ —         $ —         $ 18   

Purchase of mortgage loans financed through forward purchase agreements

   $ 2,828       $ 246,605       $ 1,070   

Transfer of mortgage loans under forward purchase agreements to mortgage loans at fair value

   $ 205,902       $ 15,347       $ 117,913   

Transfer of mortgage loans under forward purchase agreements and advances to REO under forward purchase agreements

   $ 9,369       $ 9,448       $ 6,633   

Receipt of MSRs as proceeds from sales of loans

   $ 121,333       $ 183,032       $ 134,682   

Purchase of REO financed through forward purchase agreements

   $ —         $ 38       $ 249   

Receipt of ESS pursuant to recapture agreement with PFSI

   $ 7,343       $ —         $ —     

Transfer of REO under forward purchase agreements to REO

   $ 12,737       $ 117       $ 21,819   

Non-cash financing activities:

        

Purchase of mortgage loans financed through forward purchase agreements

   $ 2,828       $ 246,605       $ 1,070   

Purchase of REO financed through forward purchase agreements

   $ —         $ 38       $ 249   

Transfer of mortgage loans at fair value financed through agreements to repurchase to REO financed under agreements to repurchase

   $ 2,731       $ 44,395       $ —     

Dividends payable

   $ 45,894       $ 41,570       $ —     

Note 35—Regulatory Net Worth

PMC is a seller-servicer for Fannie Mae and Freddie Mac. To retain its status as an approved seller-servicer, PMC is required to meet Fannie Mae’s and Freddie Mac’s capital standards, which require PMC to maintain a minimum net worth of $59.2 million and $30.9 million, respectively. The Manager believes PMC complies with Fannie Mae’s and Freddie Mac’s net worth requirement as of December 31, 2014.

Note 36—Recently Issued Accounting Pronouncements

In January of 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-04, Receivables: Troubled Debt Restructuring by Creditors Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (“ASU 2014-04”) to the Troubled Debt Restructuring subtopic of the Receivables topic of the ASC.

ASU 2014-04 clarifies when a creditor should be considered to have received physical possession of residential real estate collateralizing a mortgage loan and the mortgage loan derecognized in the receivable and recognized as real estate property. ASU 2014-04 specifies that an in substance repossession occurs when either the creditor has obtained the legal title to the property after a foreclosure or the borrower has transferred all interest in the property to the creditor through a deed in lieu of foreclosure or similar legal agreement so that at that time the asset should be reclassified from Mortgage loans at fair value to Real estate acquired in settlement of loans.

ASU 2014-04 also provides that a disclosure of the amount of Real estate acquired in settlement of loans and the recorded investment in Mortgage loans at fair value that are in the process of foreclosure must be included in both interim and annual financial statements.

 

F-65


Table of Contents

ASU 2014-04 is effective for all year-end and interim periods beginning after December 15, 2014. The adoption of ASU 2014-04 is not expected to have a material effect on the Company’s consolidated financial statements.

In May of 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) to the Revenue from Contracts with Customers topic of the ASC. ASU 2014-09 was issued to standardize revenue recognition between public and private companies as well as across industries in an effort to more closely align GAAP revenue recognition with international standards to provide a more comparable revenue number for the users of the financial statements.

ASU 2014-09 specifies that for all contracts, revenue should be recognized when or as the entity satisfies a performance obligation. Revenue is recognized either over a period or at one point in time in accordance with how the control of the service or good is transferred.

ASU 2014-09 is effective for all year-end and interim periods beginning after December 15, 2016 and early application is not permitted. The Company is evaluating the adoption of ASU 2014-09 and the effect that ASU 2014-09 will have on its consolidated financial statements.

In June of 2014, FASB issued ASU No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”) to the Transfers and Servicing topic of the ASC. The amendments in ASU 2014-11 require two accounting changes. First, the amendments in ASU 2014-11 change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. Second, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.

ASU 2014-11 requires disclosures for certain transactions comprising (1) a transfer of a financial asset accounted for as a sale and (2) an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. ASU 2014-11 also specifies certain disclosure requirements for those transactions outstanding at the reporting date and for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions, the transferor is required to make certain disclosures by type of transaction.

ASU 2014-11 is effective for the annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of ASU 2014-11 is not expected to have a material effect on the Company’s consolidated financial statements.

In August of 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) to the Going Concern subtopic of the Presentation of Financial Statements topic of the ASC. ASU 2014-15 requires that when management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt.

ASU 2014-15 requires that if conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should include a statement in the notes to its financial statements that enables users of the financial statements to understand all of the following:

 

  a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

 

  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

 

  c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the notes to its financial statements indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). The entity should disclose information that enables users of the financial statements to understand all of the following:

 

  a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

 

F-66


Table of Contents
  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

 

  c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the Company’s consolidated financial statements.

Note 37—Parent Company Information

The Company’s debt financing agreements require PMT and certain of its subsidiaries to comply with financial covenants that include a minimum tangible net worth for the Company of $860 million; a minimum tangible net worth for the Company’s subsidiaries including the Operating Partnership of $700 million (net worth was $1.6 billion, which includes PMH and PMC); a minimum tangible net worth for PMH of $250 million (net worth was $836 million); and a minimum tangible net worth for PMC of $150 million (net worth was $332 million). The Company’s subsidiaries are limited from transferring funds to the Parent by these minimum tangible net worth requirements.

PENNYMAC MORTGAGE INVESTMENT TRUST

CONDENSED BALANCE SHEETS

 

     December 31,  
     2014      2013  
     (in thousands)  
Assets      

Short-term investment

   $ 506       $ 1,340   

Investments in subsidiaries

     1,637,927         1,527,213   

Receivables from subsidiaries

     261         16   

Other assets

     522         521   
  

 

 

    

 

 

 

Total assets

$ 1,639,216    $ 1,529,090   
  

 

 

    

 

 

 
Liabilities

Dividends payable

$ 45,482    $ 41,570   

Accounts payable and accrued liabilities

  2,988      3,825   

Due to affiliates

  1,548      1,788   

Payables to subsidiaries

  338      378   

Income taxes payable

  126      67   
  

 

 

    

 

 

 

Total liabilities

  50,482      47,628   
  

 

 

    

 

 

 
Shareholders’ equity   1,588,734      1,481,462   
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

$ 1,639,216    $ 1,529,090   
  

 

 

    

 

 

 

 

F-67


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST

CONDENSED STATEMENTS OF INCOME

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Income

        

Dividends from subsidiaries

   $ 174,192       $ 148,520       $ 107,135   

Interest

        

Intercompany

     15         20         2,256   

Other

     4         4         61   

Debt guarantee fees receivable from PennyMac Corp., LLC

     1,250         833         —     
  

 

 

    

 

 

    

 

 

 

Total income

  175,461      149,377      109,452   
  

 

 

    

 

 

    

 

 

 

Expenses

Intercompany interest

  26      39      167   

Other

  —        —        1,321   
  

 

 

    

 

 

    

 

 

 

Total expenses

  26      39      1,488   
  

 

 

    

 

 

    

 

 

 

Income before provision for income taxes and equity in undistributed earnings in subsidiaries

  175,435      149,338      107,964   

Provision for income taxes

  372      86      —     
  

 

 

    

 

 

    

 

 

 

Income before equity in undistributed earnings of subsidiaries

  175,063      149,252      107,964   

Equity in undistributed earnings of subsidiaries

  23,288      49,940      28,845   
  

 

 

    

 

 

    

 

 

 

Net income

$ 198,351    $ 199,192    $ 136,809   
  

 

 

    

 

 

    

 

 

 

 

F-68


Table of Contents

PENNYMAC MORTGAGE INVESTMENT TRUST

CONDENSED STATEMENTS OF CASH FLOWS

 

     Year ended December 31,  
     2014     2013     2012  
     (in thousands)  

Cash flows from operating activities:

      

Net income

   $ 198,351      $ 199,192      $ 136,809   

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

      

Equity in undistributed earnings of subsidiaries

     (23,288     (49,940     (28,845

Decrease (increase) in receivables from subsidiaries

     107        (16     38,976   

(Increase) decrease in other assets

     (1     (316     943   

(Decrease) increase in accounts payable and accrued liabilities

     (837     (2,582     524   

(Decrease) increase in due to affiliates

     (652     (1,169     16   

(Decrease) increase payable to subsidiaries

     (40     314        (2,472

Increase in income taxes payable

     59        67        —     
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

  173,699      145,550      145,951   

Cash flows from investing activities:

Increase in investment in subsidiaries

  (89,618   (249,315   (666,101

Net decrease in short-term investments

  834      2,059      8,148   
  

 

 

   

 

 

   

 

 

 

Net cash used by investing activities

  (88,784   (247,256   (657,953

Cash flows from financing activities:

Proceeds from issuance of common shares

  90,588      261,595      608,184   

Payment of common share underwriting and offering costs

  (1,070   (12,321   (1,360

Payment of dividends

  (174,433   (147,568   (94,822
  

 

 

   

 

 

   

 

 

 

Net cash (used) provided by financing activities

  (84,915   101,706      512,002   
  

 

 

   

 

 

   

 

 

 

Net change in cash

  —        —        —     

Cash at beginning of period

  —        —        —     
  

 

 

   

 

 

   

 

 

 

Cash at end of period

$ —      $ —      $ —     
  

 

 

   

 

 

   

 

 

 

Non-cash financing activity — dividends payable

$ 45,894    $ 41,570    $ —     

Note 38—Subsequent Events

The Manager has evaluated all events and transactions through the date the Company issued these consolidated financial statements. During this period:

 

    On January 28, 2015, PLS entered into a letter of intent with a third party to purchase a $4.0 billion unpaid principal balance portfolio of Agency MSRs. The Company intends to purchase from PLS approximately $29 million of ESS from this MSR portfolio.

 

    On January 29, 2015, the Company settled its December 5, 2014 commitment to purchase a pool of 1,076 nonperforming loans with an aggregate UPB of $310.2 million from a large money center bank.

 

    On February 3, 2015, PLS entered into a letter of intent with a third party to purchase a $15.9 billion unpaid principal balance portfolio of Agency MSRs. The Company intends to purchase from PLS approximately $140 million of ESS from this MSR portfolio.

The MSR acquisitions by PLS and the Company’s purchases of ESS are subject to the negotiation and execution of definitive documentation, continuing due diligence and customary closing conditions, including required regulatory approvals. There can be no assurance that the committed amounts will ultimately be acquired or that the transactions will be completed at all.

 

    On February 18, 2015, the Company, through three of its wholly-owned subsidiaries, PMC, PennyMac Holdings, LLC (“PMH”) and the Operating Partnership (collectively, the “Repo Sellers”), entered into a master repurchase agreement with JPMorgan Chase bank, National Association (“JPM”), pursuant to which the Repo Sellers may sell, and later repurchase, certain residential mortgage loans and mortgage-related assets (the “Facility Assets”) in an aggregate principal amount of up to $500 million (the “JPM Credit Facility”).

Under the terms of the JPM Credit Facility, (i) PMC and PMH may each sell to JPM eligible distressed mortgage loans and, in the case of PMC, the equity interest (the “SPE Interests”) in two special purpose entities that own distressed loans and real property acquired upon settlement of mortgage loans (the “SPE Properties”), and (ii) the Operating Partnership may sell to JPM eligible distressed mortgage loans that have been purchased by PMC and then pledged by PMC to the Operating Partnership pending sale, securitization or liquidation and the SPE Interests pledged by PMC to the Operating Partnership pending the sale or liquidation of the underlying SPE Properties.

The obligations of the Repo Sellers are fully guaranteed by the Company, and the JPM Facility Assets are serviced by PLS pursuant to the terms of the JPM Credit Facility.

 

F-69


Table of Contents

SIGNATURES

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

 

PENNYMAC MORTGAGE INVESTMENT TRUST
By:  

/S/    STANFORD L. KURLAND        

  Stanford L. Kurland,
  Chairman of the Board of Trustees and Chief Executive Officer
  (Principal Executive Officer)

Dated: February 27, 2015

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

 

Signatures

  

Title

 

Date

/S/    STANFORD L. KURLAND        

Stanford L. Kurland

  

Chairman of the Board of Trustees and Chief Executive Officer (Principal Executive Officer)

  February 27, 2015

/S/    ANNE D. MCCALLION        

Anne D. McCallion

  

Chief Financial Officer (Principal Financial Officer)

  February 27, 2015

/S/    GREGORY L. HENDRY        

Gregory L. Hendry

  

Chief Accounting Officer (Principal Accounting Officer)

  February 27, 2015

/S/    SCOTT W. CARNAHAN        

Scott W. Carnahan

  

Trustee

  February 27, 2015

/S/    PRESTON DUFAUCHARD        

Preston DuFauchard

  

Trustee

  February 27, 2015

/S/    RANDALL D. HADLEY        

Randall D. Hadley

  

Trustee

  February 27, 2015

/S/    CLAY A. HALVORSEN        

Clay A. Halvorsen

  

Trustee

  February 27, 2015

/S/    NANCY MCALLISTER        

Nancy McAllister

  

Trustee

  February 27, 2015

/S/    DAVID A. SPECTOR        

David A. Spector

  

Trustee

  February 27, 2015

/S/    STACEY D. STEWART        

Stacey D. Stewart

  

Trustee

  February 27, 2015

/S/    FRANK P. WILLEY        

Frank P. Willey

  

Trustee

  February 27, 2015
EX-10.8 2 d839354dex108.htm EX-10.8 EX-10.8

Exhibit 10.8

AMENDMENT NO. 3

TO SECOND AMENDED AND RESTATED

FLOW SERVICING AGREEMENT

Amendment No. 3 to Second Amended and Restated Flow Servicing Agreement, dated as of December 11, 2014 (the “Amendment”), by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “Servicer”), and PennyMac Operating Partnership, L.P., Delaware limited partnership (the “Company”).

RECITALS

WHEREAS, the Servicer and the Company are parties to that certain Second Amended and Restated Flow Servicing Agreement, dated as of March 1, 2013 (the “Existing Servicing Agreement” and, as amended by this Amendment, the “Servicing Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Servicing Agreement.

WHEREAS, the Servicer and the Company have agreed, subject to the terms and conditions of this Amendment, that the Existing Servicing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Servicing Agreement.

NOW, THEREFORE, in consideration of the mutual premises and mutual obligations set forth herein, the Servicer and the Company hereby agree that the Existing Servicing Agreement is hereby amended as follows:

SECTION 1. Definitions. Section 1.01 of the Existing Servicing Agreement is hereby amended by adding the following definitions in the proper alphabetical order:

Commission: The Securities and Exchange Commission and any successor thereto.

Regulation AB: Subpart 22.1100-Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-22.1123, as amended, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time as of an applicable date of determination.

Servicing Criteria – The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as set forth on Exhibit 11 hereto.

 

1


SECTION 2. Records, Information and Compliance Documents. Section 6.03 of the Existing Servicing Agreement is hereby amended by deleting it in its entirety and replacing it with the following language:

Section 6.03 Annual Independent Public Accountants’ Servicing Report.

So long as any Mortgage Loans are being serviced hereunder, or were serviced hereunder during the prior calendar year, the Servicer shall, at its own expense, deliver to the Owner, on or before March 28th of each year (but in no event later than the next to the last Business Day of such month), either (A) a report of a registered public accounting firm stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate, or (B) both (i) an assessment of compliance by the Servicer with the applicable Servicing Criteria during the immediately preceding calendar year (in lieu of the annual statement of compliance in Section 6.02 which shall not be required if Servicer provides the assessment of compliance as set forth in this Section 6.03(B), and (ii) a report by a registered public accounting firm that attests to and reports on the assessment of compliance provided in the clause (B)(i) above, which attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act. In rendering any report to be provided hereunder such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

SECTION 3. Exhibits. A new Exhibit 11 shall be added to the Existing Servicing Agreement in the form attached hereto as Exhibit A.

SECTION 4. Conditions Precedent. This Amendment shall become effective as of the date first set forth above (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

4.1 Delivered Documents. On or prior to the Amendment Effective Date, each party shall have received the following documents, each of which shall be satisfactory to such party in form and substance:

(a) this Amendment, executed and delivered by duly authorized officers of the Servicer and the Company; and

(b) such other documents as such party or counsel to such party may reasonably request.

 

2


4.2 Representations and Warranties. On or prior to the Amendment Effective Date, each party shall be in compliance in all material respects with all the terms and provisions set forth in the Existing Servicing Agreement on its part to be observed or performed.

SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Servicing Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 7. Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement.

SECTION 8. Conflicts. The parties hereto agree that in the event there is any conflict between the terms of this Amendment, and the terms of the Existing Servicing Agreement, the provisions of this Amendment shall control.

[SIGNATURE PAGE FOLLOWS]

 

3


IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

The Servicer:     PENNYMAC LOAN SERVICES, LLC
    By:  

/s/ Anne D. McCallion

      Name:  Anne D. McCallion
      Title:    Chief Financial Officer
The Company:     PENNYMAC OPERATING PARTNERSHIP, L.P.
    By:   PennyMac GP OP, Inc.,
          its General Partner
    By:  

/s/ Andrew S. Chang

      Name:  Andrew S. Chang
      Title:    Chief Business Development Officer

 

4


Exhibit A


EXHIBIT 11

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered under the Agreement shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria,” as identified by a mark in the column titled “Applicable Servicing Criteria.”

 

Servicing Criteria

   Applicable
Servicing Criteria

Reference

  

Criteria

    
     General Servicing Considerations     
1122(d)(1)(i)    Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.    X
1122(d)(1)(ii)    If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.    X
1122(d)(1)(iii)    Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.   
1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.    X
   Cash Collection and Administration   
1122(d)(2)(i)    Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.    X
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.    X
1122(d)(2)(iii)    Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.    X
1122(d)(2)(iv)    The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.    X
1122(d)(2)(v)    Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.    X
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent unauthorized access.    X
1122(d)(2)(vii)    Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.    X
   Investor Remittances and Reporting   
1122(d)(3)(i)    Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Regulation AB Servicer.    X


Servicing Criteria

   Applicable
Servicing Criteria

Reference

  

Criteria

    
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.    X
1122(d)(3)(iii)    Disbursements made to an investor are posted within two business days to the Regulation AB Servicer’s investor records, or such other number of days specified in the transaction agreements.    X
1122(d)(3)(iv)    Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.    X
   Pool Asset Administration   
1122(d)(4)(i)    Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.    X
1122(d)(4)(ii)    Mortgage loan and related documents are safeguarded as required by the transaction agreements    X
1122(d)(4)(iii)    Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.    X
1122(d)(4)(iv)    Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Regulation AB Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.    X
1122(d)(4)(v)    The Regulation AB Servicer’s records regarding the mortgage loans agree with the Regulation AB Servicer’s records with respect to an obligor’s unpaid principal balance.    X
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.    X
1122(d)(4)(vii)    Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.    X
1122(d)(4)(viii)    Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).    X
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.    X
1122(d)(4)(x)    Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.    X
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.    X
1122(d)(4)(xii)    Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.    X
1122(d)(4)(xiii)    Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.    X
1122(d)(4)(xiv)    Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.    X
1122(d)(4)(xv)    Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.   
EX-10.20 3 d839354dex1020.htm EX-10.20 EX-10.20

Exhibit 10.20

 

PENNYMAC CORP. FACILITY

EXECUTION

AMENDMENT NO. 9 TO

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Amendment No. 9 to Amended and Restated Master Repurchase Agreement, dated as of December 23, 2014 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”), PennyMac Corp. (the “Seller”) PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (each, a “Guarantor” and collectively, the “Guarantors”).

RECITALS

The Buyer, the Seller and the Guarantors are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of June 1, 2013 (as amended by Amendment No. 1, dated as of August 29, 2013, Amendment No. 2, dated as of October 1, 2013, Amendment No. 3, dated as of December 27, 2013, Amendment No. 4, dated as of December 31, 2013, Amendment No. 5, dated as of January 10, 2014, Amendment No. 6, dated as of February 21, 2014, Amendment No. 7, dated as of May 22, 2014, and Amendment No. 8, dated as of October 31, 2014, the “Existing Repurchase Agreement”; as further amended by this Amendment, the “Repurchase Agreement”) and the related Pricing Side Letter, dated as of June 1, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”). The Guarantors are parties to that certain Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of November 2, 2010, by the Guarantors in favor of Buyer. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

The Buyer, the Seller and the Guarantors have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantors to ratify and affirm the Guaranty on the date hereof.

Accordingly, the Buyer, the Seller and the Guarantors hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

SECTION 1. Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by:

1.1 deleting the definitions of “Aged Loan”, “Aging Limit” and “Mortgage Loan” in their entirety and replacing them with the following:

Aged Loan” means a Mortgage Loan (other than a Non-Agency QM Mortgage Loan and a Pooled Mortgage Loan) which has been subject to one or more Transactions hereunder for a period of greater than 60 days but not greater than 90 days.

 

-1-


Aging Limit” means (i) with respect to Purchased Mortgage Loans other than Aged Loans and Non-Agency QM Mortgage Loans, 60 days, (ii) with respect to Purchased Mortgage Loans that are Aged Loans, 90 days, and (iii) with respect to Purchased Mortgage Loans that are Non-Agency QM Mortgage Loans, 270 days.

Mortgage Loan” means any first lien closed Agency Mortgage Loan, Non-Agency QM Mortgage Loan or Pooled Mortgage Loan, which is a fixed or floating-rate, one-to-four-family residential mortgage loan evidenced by a promissory note and secured by a first lien mortgage; provided, that the related Purchase Date is no more than sixty (60) days following the origination date.

1.2 deleting the definitions of “Aged 60 Day Loan”, “Aged 90 Day Loan” and “Aged 270 Day Loan” in their entirety and all references thereto.

1.3 deleting the definition of “Jumbo Mortgage Loan” in its entirety and replacing it with the following definition of “Non-Agency QM Mortgage Loan”:

Non-Agency QM Mortgage Loan” means a Mortgage Loan with an original principal balance in an amount in excess of the then applicable conventional conforming limits, including general limits and high-cost area limits, for Mortgaged Properties securing Mortgage Loans in such county or local area; provided, however, that Non-Agency QM Mortgage Loans shall not include any Mortgage Loan with an original principal balance in excess of $2,000,000.

1.4 deleting all references to “Jumbo Mortgage Loan” in their entirety and replacing them with “Non-Agency QM Mortgage Loan”.

SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

2.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance:

(a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors;

(b) Amendment No. 8 to that certain Amended and Restated Pricing Side Letter, dated as of the date hereof, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and

(c) such other documents as the Buyer or counsel to the Buyer may reasonably request.

SECTION 3. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the

 

-2-


Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.

SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

SECTION 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

SECTION 8. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

[Remainder of page intentionally left blank]

 

-3-


IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

 

Credit Suisse First Boston Mortgage Capital LLC, as Buyer

By:  

/s/ Adam Loskove

  Name: Adam Loskove
  Title: Vice President
PennyMac Corp., as Seller
By:  

/s/ Anne D. McCallion

  Name: Anne D. McCallion
  Title: Chief Financial Officer
PennyMac Mortgage Investment Trust, as Guarantor
By:  

/s/ Anne D. McCallion

  Name: Anne D. McCallion
  Title: Chief Financial Officer
PennyMac Operating Partnership, L.P., as Guarantor
By: PennyMac GP OP, Inc., its General Partner
By:  

/s/ Anne D. McCallion

  Name: Anne D. McCallion
  Title: Chief Financial Officer

Signature Page to Amendment No. 9 to Amended and Restated Master Repurchase Agreement

EX-10.101 4 d839354dex10101.htm EX-10.101 EX-10.101

Exhibit 10.101

EXECUTION COPY

AMENDMENT NUMBER FIVE

to the

MASTER REPURCHASE AGREEMENT

Dated as of November 20, 2012,

among

PENNYMAC CORP.,

MORGAN STANLEY BANK. N.A.

and

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this 18th day of December, 2014, among PENNYMAC CORP., a Delaware corporation, as seller (“Seller”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“Agent”), to the Master Repurchase Agreement, dated as of November 20, 2012, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”).

RECITALS

WHEREAS, Seller, Buyer and Agent have agreed to amend the Agreement to extend the Termination Date thereunder for a period of 364 days and, in connection with such extension, make certain additional modifications thereto, each as more specifically set forth herein; and

WHEREAS, as of the date hereof, Seller represents to Buyer and Agent that Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1. Amendments. Effective as of December 18, 2014 (the “Amendment Effective Date”),

(a) the defined term “Termination Date in Section 1.01 of the Agreement is hereby amended to read in its entirety as follows:

Termination Date” shall mean December 17, 2015 or such earlier date on which this Repurchase Agreement shall terminate in accordance with the provisions hereof or by operation of law.

(b) Section 8 of the Agreement is hereby amended by adding the following new sentence to the end of such Section:

With respect to the Events of Default specified in Sections 8(c), (d), (f), (g), (h), (r), (t), (u), (v), (x), (y), (aa) or (bb), above, solely to the exent that the event giving rise to the Event of Default relates solely to the Servicer, and not the Seller (the “Triggering Event”), such Event of Default relating to the Servicer shall be deemed to have occurred only if Seller does not transfer the servicing of the Purchased Mortgage Loans to a third party Servicer approved by Buyer within thirty (30) days of the date of such Triggering Event.


SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

SECTION 3. Effectiveness. This Amendment Number Five shall become effective as of the date that the Agent shall have received:

(a) counterparts hereof duly executed by each of the parties hereto, and

(b) counterparts of that certain Amendment Number Five to the Pricing Side Letter, dated as of the date hereof, duly executed by each of the parties thereto.

SECTION 4. Fees and Expenses. Seller agrees to pay to Buyer and Agent all reasonable out of pocket costs and expenses incurred by Buyer or Agent in connection with this Amendment Number Five (including all reasonable fees and out of pocket costs and expenses of Buyer’s or Agent’s legal counsel) in accordance with Section 13.04 and 13.06 of the Agreement.

SECTION 5. Representations. Seller hereby represents to Buyer and Agent that as of the date hereof and taking into account the terms of this Amendment Number Five, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

SECTION 6. Binding Effect; Governing Law. THIS AMENDMENT NUMBER FIVE SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT NUMBER FIVE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

SECTION 7. Counterparts. This Amendment Number Five may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

SECTION 8. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Five need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

[Signature Page Follows]

 

2


IN WITNESS WHEREOF, Seller, Buyer and Agent have caused this Amendment Number Five to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

 

PENNYMAC CORP.
(Seller)
By:  

/s/ Pamela Marsh

Name: Pamela Marsh
Title: Executive Vice President, Treasurer
MORGAN STANLEY BANK, N.A.
(Buyer)
By:  

/s/ Zachary Phelps

Name: Zachary Phelps
Title: Authorized Signatory
MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC
(Agent)
By:  

/s/ Christopher Schmidt

Name: Christopher Schmidt
Title: Vice President

Amendment Number Five to Master Repurchase Agreement

EX-10.130 5 d839354dex10130.htm EX-10.130 EX-10.130

Exhibit 10.130

EXECUTION

AMENDMENT NO. 9

TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT

Amendment No. 9 to Mortgage Loan Participation Purchase And Sale Agreement, dated as of January 30, 2015 (this “Amendment”), by and among Bank of America, N.A. (“Purchaser”), PennyMac Corp. (“Seller”), PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (individually and collectively, the “Guarantor”).

RECITALS

Purchaser, Guarantor and Seller are parties to that certain Mortgage Loan Participation Purchase And Sale Agreement, dated as of December 23, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing MLPSA”; and as further amended by this Amendment, the “MLPSA”). The Guarantor is a party to that certain Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of December 23, 2011, made by Guarantor in favor of Purchaser.

Purchaser, Seller and Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing MLPSA be amended to reflect certain agreed upon revisions to the terms of the Existing MLPSA. As a condition precedent to amending the Existing MLPSA, Purchaser has required Guarantor to ratify and affirm the Guaranty on the date hereof.

Accordingly, Purchaser, Seller and Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing MLPSA is hereby amended as follows:

Section 1. Preliminary Statement. The Preliminary Statement Section of the Existing MLPSA is hereby amended by deleting the fourth paragraph in its entirety and replacing it with the following:

“The amount of the Purchase Price to be paid by Purchaser to Seller with respect to each Participation Certificate will be calculated on the expectation of Purchaser, based upon the representations and warranties of Seller herein, that Purchaser will receive Delivery of the Security to be backed by the Related Mortgage Loans on the specified Anticipated Delivery Date, and that failure to receive such Delivery will result in a material decrease in the market value of the Participation Certificate and the Related Mortgage Loans considered as a whole. During the period from the purchase of a Participation Certificate to Delivery of the related Security, Purchaser expects to rely entirely upon Seller to subservice or cause the Servicer to subservice the Related Mortgage Loans for the benefit of Purchaser, it being acknowledged that the continued effectiveness of Seller’s Approvals during such period constitutes an essential factor in the calculation by Purchaser of the Purchase Price paid to Seller for the Related Participation Certificate and that loss of such Approvals by Seller would result in a material decrease in the market value of the Participation Certificate and the Related Mortgage Loans considered as a whole.”


Section 2. Definitions. Section 1 of the Existing MLPSA is hereby amended by:

2.1 deleting the definitions of “Expiration Date”, “Freddie Mac”, “Program Documents”, “Security Issuance Failure”, “Servicing Agreement” and “Takeout Commitment” in their entirety and replacing them with the following:

Expiration Date”: The earlier of (i) January 29, 2016, (ii) at Purchaser’s option, upon the occurrence of an Event of Default, and (iii) the date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.

Freddie Mac”: The Federal Home Loan Mortgage Corporation or any successor thereto.

Program Documents”: This Agreement, the Pricing Side Letter, the Custodial Agreement, the Control Agreement, the Electronic Tracking Agreement, the Participation Certificates, any Servicing Agreement together with the related Servicer Notice and all other agreements, documents and instruments entered into by Seller and Purchaser, in connection herewith or therewith with respect to the transactions contemplated hereunder.

Security Issuance Failure”: Failure (a) of the Security to be issued for any reason including but not limited to Seller’s failure to perform any of its obligations under this Agreement or any other Program Document or failure to perform in Strict Compliance with the related Agency Program or (b) to cause Delivery of the Security to Purchaser or its designee (and designee has been properly notified it is holding for Purchaser).

Servicing Agreement”: If the Related Mortgage Loans become serviced by any servicer that is not Purchaser, an Affiliate of Purchaser, or Seller, in each case, the agreement with the third party servicer, in form and substance acceptable to Purchaser.

Takeout Commitment”: A trade confirmation provided: (i) through the Mortgage-Backed Securities Clearing Corporation system with respect to Approved Investors that are members of the Mortgage-Backed Securities Clearing System or (ii) in electronic format from the Approved Investor to Seller, in each case, confirming the details of a forward trade between the Approved Investor and Seller with respect to one or more Securities relating to a Participation Certificate, which trade confirmation shall be enforceable and in full force and effect, and shall be validly and effectively assigned to Purchaser pursuant to a Trade Assignment, and relate to pools of Mortgage Loans that satisfy the “good delivery standards” as more particularly set forth in Section 3 hereof.

2.2 deleting the definitions of “ERISA”, “ERISA Affiliate”, “Event of Termination”, “PBGC” and “Plan” in their entirety and all references thereto.

 

2


2.3 adding the following definition in its proper alphabetical order:

Servicer Notice”: The notice acknowledged by the Servicer which is substantially in the form of Exhibit K hereto.

Section 3. Facility Fee. Section 2 of the Existing MLPSA is hereby amended by deleting clause (g) in its entirety and replacing it with the following:

(g) Seller shall pay to Purchaser in immediately available funds, a non-refundable Facility Fee. The Facility Fee shall be deemed earned in full on the Effective Date and if the Agreement is renewed, thereafter on or before the anniversary of the Effective Date. The Facility Fee shall be payable in quarterly installments, with the first (1st) installment to be paid on the Effective Date, and the remaining quarterly installments to be paid on the fifth (5th) Business Day of the month immediately following the quarterly anniversary of the Effective Date; provided that if any such day is not a Business Day, the next succeeding Business Day. Such payment shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Purchaser at such account designated by Purchaser. Upon the early termination of this Agreement, all unpaid installments of the entire Facility Fee will be due and owing and no portion of the Facility Fee shall be refunded; provided, however, that in the event Purchaser notifies Seller in writing that it shall no longer purchase Participation Certificates from Seller in accordance with the Agreement other than due to (i) the occurrence of a Potential Default or Event of Default or (ii) Seller’s failure to satisfy the conditions precedent for Purchaser to purchase Participation Certificates from Seller in accordance with the Agreement, Purchaser shall refund to Seller a pro-rated portion of the Facility Fee. Furthermore, the Facility Fee will be prorated in the event of an increase of the Aggregate Transaction Limit. The Facility Fee shall be withdrawn from the Seller’s Over/Under Account.

Section 4. Issuance of Securities. Section 5(a) of the Existing MLPSA is hereby amended by deleting subsection (ii) in its entirety and replacing it with the following:

(ii) Seller shall notify Purchaser, not later than 12:00 noon, Eastern Time, on the second (2nd) Business Day prior to the applicable Settlement Date (a) of the amount of any change in the principal amount of the Mortgage Loans backing each Security to be delivered on such Settlement Date and (b) with respect to Freddie Mac Securities, the Freddie Mac mortgage loan pool number applicable to each Security to be delivered on such Settlement Date. Upon Delivery of such Security to Purchaser or its designee, Purchaser shall cease to have any interest under the Related Participation Certificate and in exchange shall have a 100% ownership interest in the related Security. It is understood and agreed that for so long as Seller is subservicing, or is causing any third party Servicer to subservice, Related Mortgage Loans, Seller shall retain only bare legal title (and not an equitable interest) in all such Mortgage Loans (other than MERS Mortgage Loans) for the sole purpose of servicing such Mortgage Loans on a servicing released basis.

 

3


Section 5. Servicing of the Mortgage Loans. Section 6 of the Existing MLPSA is hereby amended by deleting
subsections (a), (b) and (d)(iii) in their entirety and replacing them with the following:

(a) Seller and Purchaser each agrees and acknowledges that upon payment of the Purchase Price (subject to Section 4), a 100% undivided beneficial ownership interest in the Related Mortgage Loans shall be sold to Purchaser, such that Purchaser shall own a 100% undivided beneficial interest in the Related Mortgage Loans, the servicing rights related thereto, all source files, documents, agreements and papers related to the servicing of the Related Mortgage Loans and all derivative information created by Seller or other third party used or useful in servicing the Related Mortgage Loans. Seller and Purchaser each agrees and acknowledges that a 100% undivided beneficial interest in Related Mortgage Loans shall be sold to Purchaser on a servicing released basis, subject to the termination rights provided in this Agreement, including, without limitation, Section 6(g) of this Agreement, and that Purchaser is engaging, and Purchaser does hereby engage, Seller to provide, or cause a third party Servicer to provide, subservicing of each Related Mortgage Loan for the benefit of Purchaser (and any other registered holder of the related Participation Certificate) on the Purchase Date for each transaction. Seller shall have no further servicing obligations or duties to Purchaser under the terms of this Agreement with respect to the Related Mortgage Loans upon issuance of the Security.

For so long as a Participation Certificate is outstanding, Seller shall neither assign, encumber or pledge its obligation to subservice the Related Mortgage Loans in whole or in part, nor delegate its rights or duties under this Agreement to any Person other than a Servicer, without the prior written consent of Purchaser, the granting of which consent shall be in the sole discretion of Purchaser. Seller hereby acknowledges and agrees that (i) Purchaser is entering into this Agreement in reliance upon Seller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (ii) Seller’s engagement hereunder to provide mortgage servicing for the benefit of Purchaser (and any other registered holder of the Participation Certificate) is intended by the parties to be a “personal service contract” and Seller is hereunder intended by the parties to be an “independent contractor”.

(b) Seller shall, and shall cause any third party Servicer to, subservice and administer the Related Mortgage Loans relating to a Participation Certificate on behalf of Purchaser in accordance with Accepted Servicing Practices. Servicer shall subservice the Related Mortgage Loans on behalf of Purchaser for thirty (30) day intervals which will automatically terminate if not renewed by Purchaser (such renewal as evidenced by Purchaser’s entry into a new Transaction). Neither Seller nor any Servicer shall modify or alter the terms of any Related Mortgage Loan or consent to the modification or alteration of the terms of any Related Mortgage Loan except in Strict Compliance with the related Agency Program. Seller shall, and shall cause any third party Servicer to, at all times maintain accurate and complete records of its servicing of the Related Mortgage Loans, and Purchaser may, at any time during Seller’s business hours on reasonable notice, examine and make copies of such Servicing Records. Seller agrees that Purchaser is the 100% beneficial owner of all Servicing Records relating to the Related Mortgage Loans. Seller covenants to hold such Servicing Records for the benefit of Purchaser in Seller’s capacity as servicer and to safeguard such Servicing Records and to deliver copies of them promptly to Purchaser or its designee (including the Custodian) at Purchaser’s request or otherwise as required by operation of this Section 6. In addition, if

 

4


Delivery of a Security is not made to Purchaser on or before the Anticipated Delivery Date, Seller shall deliver to Purchaser monthly reports regarding the status of those Related Mortgage Loans for which a Security has not yet been issued, which reports shall include, but shall not be limited to, a description of those Related Mortgage Loans in default for more than thirty (30) days, and such other circumstances with respect to any Related Mortgage Loans (whether or not such Related Mortgage Loans are included in the foregoing list) that could materially adversely affect any of such Related Mortgage Loans, Purchaser’s beneficial interest in such Related Mortgage Loans or the collateral securing any of such Related Mortgage Loans. Seller shall deliver such a report to Purchaser every thirty (30) days until (i) Delivery of the related Security to Purchaser or (ii) the exercise by Purchaser of any remedial election pursuant to Section 5. In no event shall Seller delegate any of its subservicing duties hereunder to any other Person without first obtaining the prior written consent of Purchaser.

(d)(iii) If a Security is not issued solely as a result of a Security Issuance Failure during the month in which the related Settlement Date occurs, in any period thereafter during which Seller or a third party Servicer remains as subservicer, all amounts deposited in the Custodial Account shall be released only in accordance with Purchaser’s written instructions.

Section 6. Event of Default. Section 6(g) of the Existing MLPSA is hereby amended by deleting subsection (ii) in its entirety and replacing it with the following:

(ii) Cross Default. Seller, a Guarantor, or Affiliates thereof shall be in default under (A) any Indebtedness of Seller, a Guarantor or any Affiliate with Purchaser or any of its Affiliates; (B) any Indebtedness, in the aggregate, in excess of $1 million of Seller, a Guarantor or any Affiliate thereof, which default (x) involves the failure to pay a matured obligation, or (y) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, or (C) any other contract or contracts, in the aggregate in excess of $1 million to which Seller, a Guarantor or any Affiliate thereof is a party which default (x) involves the failure to pay a matured obligation, or (y) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract.

Section 7. Conditions Precedent. Section 9(b) of the Existing MLPSA is hereby amended by adding the following subsection (xi) in its entirety to the end thereof:

(xi) No PLS Default. Neither PennyMac Loan Services, LLC, Private National Mortgage Acceptance Company, LLC nor any of their respective Affiliates is in default under any Indebtedness of PennyMac Loan Services, LLC, Private National Mortgage Acceptance Company, LLC nor any of their respective Affiliates with Purchaser or any of Purchaser’s Affiliates.

 

5


Section 8. Representations and Warranties. Section 10 of the Existing MLPSA is hereby amended by deleting
subsections (a)(xix), (a)(xxv) and (b)(xi) in their entirety and replacing them with the following:

(a)(xix) Reserved.

(a)(xxv) Reserved.

(b)(xi) No servicing agreement (other than any Servicing Agreement) has been entered into with respect to the Mortgage Loan, or any such servicing agreement has been terminated and there are no restrictions, contractual or governmental, which would impair the ability of Purchaser or Purchaser’s designees from servicing the Mortgage Loans;

Section 9. Covenants. Section 11 of the Existing MLPSA is hereby amended by deleting subsection (aa) in its entirety and replacing it with the following:

(aa) Reserved.

Section 10. Reports. Section 12(a) of the Existing MLPSA is hereby amended by deleting subsection (viii) in its entirety and replacing it with the following:

(viii) reserved.

Section 11. Notice Information. Section 21 of the Existing MLPSA is hereby amended by deleting the notice information for Purchaser in its entirety and replacing it with the following:

If to Purchaser:

Bank of America, N.A.

4500 Park Granada

Mail Code: CA7-910-02-38

Calabasas, California 91302

Attention: Adam Gadsby, Managing Director

Telephone: (818) 225-6541

Facsimile: (213) 457-8707

Email: Adam.Gadsby@baml.com

With copies to:

Bank of America, N.A.

One Bryant Park, 11th Floor

Mail Code: NY1-100-11-01

New York, New York 10036

Attention: Eileen Albus, Director, Mortgage Finance

Telephone: (646) 855-0946

Facsimile: (646) 855-5050

Email: Eileen.Albus@baml.com

Bank of America, N.A.

50 Rockefeller Plaza

Mail Code: NY1-050-12-01

 

6


New York, New York 10020

Attention: Amie Davis, Assistant General Counsel

Telephone: (646) 855-0183

Fax: (704) 409-0337

E-mail: Amie.Davis@bankofamerica.com

Section 12. Exhibits. Exhibit K of the Existing MLPSA is hereby amended by deleting such exhibit in its entirety and replacing it with the attached Annex A hereto.

Section 13. Fees and Expenses. Seller hereby agrees to pay to Purchaser, on demand, any and all reasonable fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by Purchaser in connection with the development, preparation and execution of this Amendment, irrespective of whether any transactions hereunder are executed.

Section 14. Conditions Precedent. This Amendment shall become effective as of the date hereof upon Purchaser’s receipt of this Amendment, executed and delivered by a duly authorized officer of Purchaser, Seller and Guarantor.

Section 15. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing MLPSA shall continue to be, and shall remain, in full force and effect in accordance with its terms.

Section 16. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

Section 17. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 18. GOVERNING LAW. THE AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

Section 19. Reaffirmation of Guaranty. The Guarantor hereby (i) agrees that the liability of Guarantor or rights of Purchaser under the Guaranty shall not be affected as a result of this Amendment, (ii) ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and (iii) acknowledges and agrees that such Guaranty is and shall continue to be in full force and effect.

[SIGNATURE PAGE FOLLOWS]

 

7


IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

BANK OF AMERICA, N.A., as Purchaser
By:  

/s/ Adam Robitshek

Name: Adam Robitshek

Title: Vice President

PENNYMAC CORP., as Seller
By:  

/s/ Pamela Marsh

Name: Pamela Marsh

Title: Executive Vice President, Treasurer

PENNYMAC MORTGAGE INVESTMENT TRUST, as Guarantor
By:  

/s/ Pamela Marsh

Name: Pamela Marsh

Title: Executive Vice President, Treasurer

PENNYMAC OPERATING PARTNERSHIP, L.P., as Guarantor
By:   PennyMac GP OP, Inc., its General Partner
By:  

/s/ Pamela Marsh

Name: Pamela Marsh

  Title: Executive Vice President, Treasurer

Signature Page to Amendment No. 9 to MLPSA


ANNEX A TO AMENDMENT

EXHIBIT K

FORM OF SERVICER NOTICE AND ACKNOWLEDGEMENT

[Date]

[                    ], as Servicer

[ADDRESS]

Attention:                     

 

Re: Mortgage Loan Participation Purchase and Sale Agreement, dated as of December 23, 2011 (as amended from time to time, the “Purchase Agreement”), by and among Bank of America, N.A. (“Purchaser”), PennyMac Corp. (“Seller”), PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (individually and collectively, the “Guarantor”).

Ladies and Gentlemen:

[                    ] (“Servicer”) is servicing certain mortgage loans for Seller pursuant to that certain [Subservicing Agreement], dated as of [                    ] (the “Servicing Agreement”) between Servicer and Seller. Pursuant to the Purchase Agreement among Purchaser, Seller and Guarantor, Servicer is hereby notified that Seller may from time to time sell to Purchaser participation certificates evidencing a beneficial interest in certain mortgage loans which are currently being serviced by Servicer pursuant to the terms of the Servicing Agreement.

Section 1. Direction Notice. (a) Upon receipt of notice from Purchaser (a “Direction Notice”) in which Purchaser shall identify the mortgage loans the beneficial interest of which is evidenced by participation certificates sold to Purchaser under the Purchase Agreement (the “Mortgage Loans”), Servicer shall segregate all amounts collected on account of such Mortgage Loans, hold them in trust for the sole and exclusive benefit of Purchaser, and remit such collections in accordance with Purchaser’s written instructions. Further, Servicer shall follow the instructions of Purchaser with respect to the Mortgage Loans, and shall deliver to Purchaser any information with respect to the Mortgage Loans as reasonably requested by Purchaser.

(b) Notwithstanding any contrary information which may be delivered to the Servicer by Seller, Servicer may conclusively rely on any information delivered by Purchaser, and Seller shall indemnify and hold the Servicer harmless for any and all claims asserted against it for any actions taken in good faith by the Servicer in connection with the delivery of such information.

Section 2. No Modification of the Servicing Agreement. Without the prior written consent of Purchaser exercised in Purchaser’s sole discretion, Servicer shall not agree to (a) any material modification, amendment or waiver of the Servicing Agreement; (b) any termination of the Servicing Agreement or (c) the assignment, transfer, or material delegation of any of its rights or obligations under the Servicing Agreement.

Section 3. Right of Termination. Purchaser shall have the right to terminate the Servicer’s rights and obligations to service the Mortgage Loans under the Servicing Agreement in accordance with the terms thereof. Any fees due to the Servicer (a) in connection with any termination shall be paid by Seller and (b) incurred following receipt of a Direction Notice shall be paid by Purchaser to the extent that

 

Exhibit K-1


such fees relate to the Mortgage Loans that are subject to the Servicing Agreement. Seller and the Servicer shall cooperate in transferring the servicing with respect to such Mortgage Loans to a successor servicer appointed by Purchaser in its sole discretion.

Section 4. Notices. All notices, demands, consents, requests and other communications required or permitted to be given or made hereunder in writing shall be mailed (first class, return receipt requested and postage prepaid) or delivered in person or by overnight delivery service or by facsimile, addressed to the respective parties hereto at their respective addresses set forth below or, as to any such party, at such other address as may be designated by it in a notice to the other:

Any notices to Purchaser should be delivered to the following addresses:

Bank of America, N.A.

One Bryant Park – 11th floor

Mail Code: NY1-100-11-01

New York, New York 10036

Attention: Eileen Albus, Director – Mortgage Finance

Telephone: (646) 855-0946

Facsimile: (646) 855-5050

Email: Eileen.Albus@baml.com

and

Bank of America, N.A.

4500 Park Granada

Mail Code: CA7-910-02-38

Calabasas, California 91302

Attention: Adam Gadsby, Managing Director

Telephone: (818) 225-6541

Facsimile: (213) 457-8707

Email: Adam.Gadsby@baml.com

Any notices to Servicer should be delivered to the following addresses:

[                    ]

Any notices to Seller should be delivered to the following addresses:

PennyMac Loan Corp.

6101 Condor Drive

Moorpark, CA 93021

Attention: Pamela Marsh/Kevin Chamberlain

Phone Number: (805) 330-6059/(818) 746-2877

E-mail: pamela.marsh@pnmac.com;

             kevin.chamberlain@pnmac.com

Section 5. Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

 

Exhibit K-2


Section 6. Entire Agreement; Severability. This agreement shall supersede any existing agreements between the parties containing general terms and conditions for the servicing of the Mortgage Loans. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

Section 7. Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law).

(b) All legal actions between or among the parties regarding this agreement, including, without limitation, legal actions to enforce this agreement or because of a dispute, breach or default of this agreement, shall be brought in the federal or state courts located in New York County, New York, which courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions. The parties hereto irrevocably consent and agree that venue in such courts shall be convenient and appropriate for all purposes and, to the extent permitted by law, waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same. The parties hereto further irrevocably consent and agree that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 4, and that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(c) The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby or thereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

Exhibit K-3


IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

BANK OF AMERICA, N.A., as Purchaser
By:  

             

Name:

Title:

PENNYMAC CORP., as Seller
By:  

             

Name:

Title:

[                    ], as Servicer
By:  

             

Name:

Title:

 

Exhibit K-4

EX-10.133 6 d839354dex10133.htm EX-10.133 EX-10.133

Exhibit 10.133

EXECUTION

AMENDMENT NO. 1

TO MASTER REPURCHASE AGREEMENT

Amendment No. 1 to Master Repurchase Agreement, dated as of January 30, 2015 (this “Amendment”), by and among Bank of America, N.A. (“Buyer”), PennyMac Operating Partnership, L.P. (“Seller”) and PennyMac Mortgage Investment Trust (“Guarantor”).

RECITALS

Buyer, Seller and Guarantor are parties to that certain Master Repurchase Agreement, dated as of July 9, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Master Repurchase Agreement”; as amended by this Amendment, the “Master Repurchase Agreement”).

Buyer, Seller and Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Master Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Master Repurchase Agreement. As a condition precedent to amending the Existing Master Repurchase Agreement, Buyer has required Guarantor to ratify and affirm the Guaranty on the date hereof.

Accordingly, Buyer, Seller and Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Master Repurchase Agreement is hereby amended as follows:

SECTION 1. Definitions. Section 2 of the Existing Master Repurchase Agreement is hereby amended by:

1.1 deleting the definitions of “Agency Security”, “Appraised Value”, “ERISA”, “ERISA Affiliate”, “High Cost Mortgage Loan”, “Market Value”, “Mortgage Loan”, “Multiemployer Plan”, “Noncompliant I”, “Noncompliant II”, “Plan”, “Underwriting Guidelines” and “Wet Mortgage Loan Maximum Dwell Time” in their entirety and replacing them with the following:

Agency Security” means a Mortgage-Backed Security either (a) issued by an Agency or (b) issued by Seller, guaranteed by VA or RD or insured by FHA, and comprised of VA Loans, RD Loans or FHA Loans, as applicable.

Appraised Value” means the lesser of the sales price and the value set forth in an appraisal made by an appraiser who meets the minimum requirements of the relevant Agency, FHA, VA or RD, as applicable, in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

ERISA” mean the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute.

ERISA Affiliate” means any person (as defined in section 3(9) of ERISA) that together with Seller, Underlying Repurchase Counterparty, Guarantor or any of their Subsidiaries would be a member of the same “controlled group” or treated as a single employer within the meaning of Section 414 of the Code or ERISA Section 4001.


High Cost Mortgage Loan” means a Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994; (b) a “high cost,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees) or (c) a “high cost loan” as defined by an Agency, FHA, VA or RD, as applicable.

Market Value” means, with respect to a Mortgage Loan, the fair market value of the Mortgage Loan determined by Buyer. Buyer’s determination of Market Value shall be conclusive upon the parties, absent manifest error on the part of Buyer. At no time and in no event will the Market Value of a Purchased Mortgage Loan be greater than the Market Value of such Purchased Mortgage Loan on the Purchase Date. Any Mortgage Loan that is not an Eligible Mortgage Loan shall have a Market Value of zero.

Mortgage Loan” means any first lien Conforming Mortgage Loan, FHA Loan (including a FHA Streamline Refinance Mortgage Loan), RD Loan, VA Loan (including a VA Streamline Refinance Mortgage Loan) or Jumbo Mortgage Loan (including a Jumbo High LTV Mortgage Loan) which is a fixed or floating rate, one to four family residential mortgage loan evidenced by a promissory note and secured by a mortgage, which satisfies the requirements set forth in (a) the Underwriting Guidelines and (b) Section 13(b) hereof; provided, however, that, except as expressly approved in writing by Buyer, Mortgage Loans shall not include any High Cost Mortgage Loans and; provided, further, that the related initial Purchase Date is no more than sixty (60) days following the origination date.

Multiemployer Plan” means a multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA.

Noncompliant I” means either (a) a Purchased Mortgage Loan other than a Jumbo Mortgage Loan (including a Jumbo High LTV Mortgage Loan), which has been subject to one or more Transactions hereunder for a period of greater than 30 calendar days but not greater than 60 calendar days, or (b) a Purchased Mortgage Loan that is a Jumbo Mortgage Loan (including a Jumbo High LTV Mortgage Loan), which has been subject to one or more Transactions hereunder for a period of greater than 180 calendar days but not greater than 210 calendar days.

Noncompliant II” means either (a) a Purchased Mortgage Loan other than a Jumbo Mortgage Loan (including a Jumbo High LTV Mortgage Loan), which has been subject to one or more Transactions hereunder for a period of greater than 60 calendar days but not greater than 90 calendar days, or (b) a Purchased Mortgage Loan that is a Jumbo Mortgage Loan (including a Jumbo High LTV Mortgage Loan), which has been subject to one or more Transactions hereunder for a period of greater than 210 calendar days but not greater than 240 calendar days.

 

2


Plan” mean any Multiemployer Plan or single-employer plan as defined in section 4001 of ERISA, that is maintained and contributed to by (or to which there is an obligation to contribute of), or at any time during the five (5) calendar years preceding the date of this Agreement was maintained or contributed to by (or to which there is an obligation to contribute of), Seller, Underlying Repurchase Counterparty, Guarantor or by a Subsidiary of Seller, Underlying Repurchase Counterparty, Guarantor or an ERISA Affiliate.

Underwriting Guidelines” means the standards, procedures and guidelines of the Underlying Repurchase Counterparty for underwriting Mortgage Loans, which are set forth in the written policies and procedures of the Underlying Repurchase Counterparty (a copy of which is attached hereto as Exhibit F), the Fannie Mae Single-Family Selling and Servicing Guide, the Freddie Mac Single-Family Seller/Servicer Guide or the underwriting guidelines relating to VA Loans, RD Loans or FHA Loans and such other guidelines as are identified and approved in writing by Buyer.

Wet Mortgage Loan Maximum Dwell Time” means, with respect to each Wet Mortgage Loan, the date which is seven (7) Business Days after the related Purchase Date.

1.2 deleting the definitions of “Event of Termination”, “PMC Facility” and “PMC Purchase Date” in their entirety and all references thereto.

1.3 adding the following definitions in their proper alphabetical order:

FHA Streamline Refinance Mortgage Loan” means a FHA Loan originated and underwritten in accordance with the “FHA streamline refinance” program and FHA Regulations.

Jumbo High LTV Mortgage Loan” means a Jumbo Mortgage Loan which meets the criteria set forth in the Transactions Terms Letter.

Reportable Event” means an event described in Section 4043(b) of ERISA with respect to a Plan as to which the thirty (30) days’ notice requirement has not been waived by the PBGC.

RD” means the United States Department of Agriculture Rural Development and any successor thereto.

RD Loan” means a first lien Mortgage Loan originated in accordance with the criteria established by and guaranteed by the RD.

RD Loan Guaranty Agreement” means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor.

 

3


RD Regulations” means the regulations promulgated by the RD under the Consolidated Farm and Rural Development Act of 1977; and other RD issuances relating to rural housing loans codified in the Code of Federal Regulations.

VA Streamline Refinance Mortgage Loan” means a VA Loan originated and underwritten in accordance with the “VA Streamline Refinance” program and VA regulations.

SECTION 2. Income Payments. Section 7 of the Existing Master Repurchase Agreement is hereby amended by deleting subsection (e) in its entirety and replacing it with the following:

e. Except as otherwise specifically provided herein, all payments hereunder must be received by Buyer on the date when due and shall be made in United States dollars by wire transfer of immediately available funds in accordance with Buyer’s wire instructions set forth on Exhibit A. All payments made by or on behalf of Seller with respect to any Transaction shall be applied to Seller’s account in accordance with Section 3(i)(2)(ii) and Section 7(b) and shall be made in such amounts as may be necessary in order that all such payments after withholding for or on account of any present or future Taxes imposed by any Governmental Authority, other than any Excluded Taxes, compensate Buyer for any additional cost or reduced amount receivable of making or maintaining Transactions as a result of such Taxes. All payments to be made by or on behalf of Seller with respect to any Transaction shall be made without set-off, counterclaim or other defense.

SECTION 3. Security Interest. Section 8 of the Existing Master Repurchase Agreement is hereby amended by deleting subsection (a) in its entirety and replacing it with the following:

(a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records (including, without limitation, copies of all documentation in connection with the underwriting and origination of any Purchased Mortgage Loan that evidences compliance with the Ability to Repay Rule and the QM Rule), all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Purchase Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and RD Loan Guaranty Agreements (if any), Income, the Collection Account and all amounts held therein, the Over/Under Account and all amounts held therein, Underlying Interest Rate Protection Agreements to the

 

4


extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts), all of Seller’s right (but not its obligations), title and interest in, to and under the Underlying Repurchase Transactions and all of Seller’s rights (but not its obligations) against and in respect of the Underlying Repurchase Counterparty related to the Underlying Repurchase Transactions, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) related to the Purchased Mortgage Loans, all collateral, however defined, securing any other agreement between Seller or Guarantor on the one hand and Buyer on the other hand, general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).

SECTION 4. Conditions Precedent. Section 10(b) of the Existing Master Repurchase Agreement is hereby amended by adding the following subsection (17) to the end thereof:

(17) No PLS Default. Neither PennyMac Loan Services, LLC, Private National Mortgage Acceptance Company, LLC nor any of their respective Affiliates is in default under any Indebtedness of PennyMac Loan Services, LLC, Private National Mortgage Acceptance Company, LLC nor any of their respective Affiliates with Buyer or any of Buyer’s Affiliates.

SECTION 5. Program; Costs. Section 11 of the Existing Master Repurchase Agreement is hereby amended by deleting subsection (e) in its entirety and replacing it with the following:

(e)(i) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees or withholdings (including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority (collectively, “Taxes”), but excluding income taxes (however denominated), branch profits taxes and franchise taxes imposed by the United States, a state or a foreign jurisdiction under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof (such exclusions from Taxes, “Excluded Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (i) make such deduction or withholding; (ii) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (iii) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (iv) pay to Buyer such additional amounts as may be necessary so that such Buyer receives, free and clear of all

 

5


Indemnified Taxes (as defined below), a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made. In addition, Seller agrees to timely pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp, court or documentary taxes, intangible, filing, excise, property or similar Taxes (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery, performance or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement (“Other Taxes”). Taxes other than Excluded Taxes shall be referred to in this Agreement as “Indemnified Taxes”.

(ii) Seller shall, within 10 days after demand therefor, indemnify and hold Buyer harmless from and against the full amount of any and all Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and Other Taxes arising with respect to the Purchased Assets, the Principal Agreements and other documents related thereto and fully indemnify and hold Buyer harmless from and against any and all liabilities or expenses with respect to or resulting from any delay or omission to pay such Taxes, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or assessed by the relevant Governmental Authority. A certificate as to the amount of any payment or liability of Buyer with respect to such Indemnified Taxes or Other Taxes delivered to Seller by Buyer shall be conclusive absent manifest error.

(iii) Any Buyer that is not incorporated under the laws of the United States, any State thereof, or the District of Columbia (a “Foreign Buyer”) and that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement shall provide Seller with properly completed United States Internal Revenue Service (“IRS”)
Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI or any successor form prescribed by the IRS, certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. If an IRS form previously delivered expires or becomes obsolete or inaccurate in any respect, each Foreign Buyer will update such form or promptly notify Seller of its legal inability to do so. For any period with respect to which a Foreign Buyer has failed to provide Seller with the appropriate IRS forms prescribed by this Section 11(e)(iii) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which such form originally was required to be provided), such Foreign Buyer shall not be entitled to any “gross-up” of Indemnified Taxes or indemnification under Section 11(e)(ii) with respect to Taxes imposed by the United States; provided, however, that should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver an IRS form required hereunder, Seller shall take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes.

 

6


(iv) Nothing contained in this Section 11(e) shall require Buyer to make available any of its tax returns or other information that it deems to be confidential or proprietary or otherwise subject Buyer to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of Buyer.

SECTION 6. Representations and Warranties. Section 13(a) of the Existing Master Repurchase Agreement is hereby amended by deleting subsections (20), (24) and (26) in their entirety and replacing them with the following:

(20) ERISA. Seller, Underlying Repurchase Counterparty, Guarantor and each Plan is in compliance in all material respects with the requirements of ERISA and the Code, and no Reportable Event has occurred with respect to any Plan maintained by Seller, Underlying Repurchase Counterparty, Guarantor or any of their ERISA Affiliates. The present value of all accumulated benefit obligations under each Plan subject to Title IV of ERISA or Section 412 of the Code (based on the assumptions used for purposes of Accounting Standards Codification (ASC) 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all Plans (based on the assumptions used for purposes of ASC 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such Plans. Seller, Underlying Repurchase Counterparty, Guarantor and their Subsidiaries and their ERISA Affiliates do not provide any material medical or health benefits to former employees other than as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or similar state or local law (collectively, “COBRA”) at no cost to the employer. The assets of Seller, Underlying Repurchase Counterparty and Guarantor are not “plan assets” within the meaning of 29 CFR 2510.3-101 as modified by
section 3(42) of ERISA.

(24) Agency Approvals. To the extent previously approved, Underlying Repurchase Counterparty is an FHA Approved Mortgagee, a VA Approved Lender and a RD approved lender. To the extent previously approved, Underlying Repurchase Counterparty is also approved by Fannie Mae as an approved seller/servicer, Freddie Mac as an approved seller/servicer, GNMA as an approved issuer to the extent previously approved and, to the extent necessary, approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. In each such case, Underlying Repurchase Counterparty is in good standing, with no event having occurred or Underlying Repurchase Counterparty having any reason whatsoever to believe or suspect will occur prior to the issuance of the Agency Security or the consummation of the Purchase Commitment, as the case may be, including, without limitation, a change in insurance coverage which would either make Underlying Repurchase Counterparty unable to comply with the eligibility requirements for maintaining all such applicable approvals or require notification to the relevant Agency or to the Department of Housing and Urban Development, FHA, VA or RD. Should Underlying Repurchase Counterparty for any reason cease to possess all such applicable approvals, or should a change in insurance coverage require notification to the relevant Agency or to the Department of Housing and Urban Development, FHA, VA or RD, Seller shall so notify Buyer immediately in writing. Servicer has adequate financial

 

7


standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

(26) Reserved.

SECTION 7. Covenants. Section 14 of the Existing Master Repurchase Agreement is hereby amended by deleting
subsections (y) and (bb) in their entirety and replacing them with the following:

(y) Agency Approvals; Servicing. Seller and Underlying Repurchase Counterparty, as applicable, shall maintain its status with Fannie Mae as an approved seller/servicer, Freddie Mac as an approved seller/servicer and GNMA as an approved issuer to the extent previously approved, in each case in good standing. Servicer shall service all Purchased Mortgage Loans which are Committed Mortgage Loans in accordance with the applicable agency guide. Should Servicer, for any reason, cease to possess all such applicable Agency approvals, or should a change in insurance coverage require notification to the relevant Agency or to the Department of Housing and Urban Development, FHA, VA or RD be required, such Seller shall so notify Buyer immediately in writing. Notwithstanding the preceding sentence, Servicer shall take all necessary action to maintain all of their applicable Agency approvals at all times during the term of this Agreement and each outstanding Transaction. Servicer shall maintain adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

(bb) Reserved.

SECTION 8. Event of Default. Section 15 of the Existing Master Repurchase Agreement is hereby amended by:

8.1 deleting subsection (b) in its entirety and replacing it with the following:

(b) Cross Default. Seller, Guarantor, Underlying Repurchase Counterparty or any of their Affiliates shall (i) default under, or fail to perform as required under, or shall otherwise breach the terms of any instrument, agreement or contract between Seller or such other entity, on the one hand, and Buyer or any of Buyer’s Affiliates on the other, which (A) in the case of an instrument, agreement or contract for borrowed funds, the aggregate amount of funds that Seller or such other entity may borrow thereunder is at least $1,000,000, and (B) in all other cases, results in a liability to the Seller or such other entity of at least $1,000,000; (ii) default under, or fail to perform as required under, the terms of any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds or any other material agreement entered into by Seller or such other entity and any third party in each case under which the aggregate amount of funds that Seller or such other entity may borrow is at least $10,000,000, and which default or failure entitles any party to require acceleration or prepayment of any indebtedness thereunder; or (iii) otherwise fail to pay a matured debt obligation under an agreement pursuant to which the aggregate amount of funds that Seller or such other entity may borrow is at least $10,000,000.

 

8


8.2 adding the following subsection (u) immediately following subsection (t) thereof:

(u) ERISA.

(i) Any Plan maintained by Seller, Underlying Repurchase Counterparty, Guarantor, any Subsidiary of Seller, Underlying Repurchase Counterparty or Guarantor or any ERISA Affiliate shall be terminated within the meaning of Title IV of ERISA or a trustee shall be appointed by an appropriate United States District Court to administer any Plan, or the Pension Benefit Guaranty Corporation (or any successor thereto) shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan if as of the date thereof Seller’s liability, Underlying Repurchase Counterparty’s liability, Guarantor’s liability, any such Subsidiary’s liability or any ERISA Affiliate’s liability to the PBGC, the Plan or any other entity on termination under the Plan exceeds the then current value of assets accumulated in such Plan by more than fifty thousand ($50,000) dollars (or in the case of a termination involving Seller, Underlying Repurchase Counterparty or Guarantor as a “substantial employer” (as defined in Section 4001 (a)(2) of ERISA) the withdrawing employer’s proportionate share of such excess shall exceed such amount).

(ii) Seller, Underlying Repurchase Counterparty, Guarantor, any Subsidiary of Seller, Underlying Repurchase Counterparty or Guarantor or any ERISA Affiliate, in each case, as employer under a Multiemployer Plan shall have made a complete or partial withdrawal from such Multiemployer Plan and the plan sponsor of such Multiemployer Plan shall have notified such withdrawing employer that such employer has incurred a withdrawal liability in (a) an annual amount exceeding fifty thousand ($50,000) dollars, or (b) an aggregate amount exceeding five hundred thousand ($500,000) dollars.

(iii)(A) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (B) a determination that a Plan is “at risk” (within the meaning of Section 303 of ERISA) or any Lien in favor of the PBGC or a Plan shall arise on the assets of Buyer or any ERISA Affiliate, (C) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Buyer, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) Seller, Underlying Repurchase Counterparty, Guarantor or any ERISA Affiliate shall file an application for a minimum funding waiver under section 302 of ERISA or section 412 of the Code with respect to any Plan, (E) any obligation for post-retirement medical costs (other than as required by COBRA) exists, or (F) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be

 

9


expected to have a Material Adverse Effect or (G) the assets of Seller, Underlying Repurchase Counterparty, Guarantor, any Subsidiary of Seller, Underlying Repurchase Counterparty or Guarantor, or any ERISA Affiliate become plan assets within the meaning of 29 CFR 2510.3-101 as modified by section 3(42) of ERISA.

SECTION 9. Reports. Section 17 of the Existing Master Repurchase Agreement is hereby amended by deleting
subsections (a)(6), (a)(8) and (k) in their entirety and replacing them with the following:

(a)(6) as soon as available, and in any event within thirty (30) days of receipt, copies of relevant portions of all final written Agency, FHA, VA, RD, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operations;

(a)(8) as soon as reasonably possible, and in any event within fifteen (15) days after Seller, Underlying Repurchase Counterparty or Guarantor knows or has reason to believe that any of the events or conditions specified below with respect to any Plan has occurred or exists, a statement signed by a senior financial officer of Seller, Underlying Repurchase Counterparty or Guarantor setting forth details respecting such event or condition and the action, if any, that Seller, Underlying Repurchase Counterparty or Guarantor or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller, Underlying Repurchase Counterparty, Guarantor or an ERISA Affiliate with respect to such event or condition):

(i) any Reportable Event or failure to meet minimum funding standards, provided that a failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code or any request for a waiver under Section 412(c) of the Code for any Plan;

(ii) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller, Underlying Repurchase Counterparty, Guarantor or an ERISA Affiliate to terminate any Plan;

(iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller, Underlying Repurchase Counterparty, Guarantor, any Subsidiary or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;

 

10


(iv) the complete or partial withdrawal from a Multiemployer Plan by Seller, Underlying Repurchase Counterparty, Guarantor, any Subsidiary or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller, Underlying Repurchase Counterparty, Guarantor, any Subsidiary or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;

(v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller, Underlying Repurchase Counterparty, Guarantor, any Subsidiary or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and

(vi) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller, Underlying Repurchase Counterparty, Guarantor, any Subsidiary or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.

(k) the Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the issuance of the Agency Security or the consummation of the Purchase Commitment, that will require notification to an Agency or the Department of Housing and Urban Development, FHA, VA or RD; and

SECTION 10. Notice Information. Section 20 of the Existing Master Repurchase Agreement is hereby amended by deleting the notice information for Buyer in its entirety and replacing it with the following:

If to Buyer:

Bank of America, N.A.

4500 Park Granada

Mail Code: CA7-910-02-38

Calabasas, California 91302

Attention: Adam Gadsby, Managing Director

Telephone: (818) 225-6541

Facsimile: (213) 457-8707

Email: Adam.Gadsby@baml.com

With copies to:

Bank of America, N.A.

One Bryant Park, 11th Floor

Mail Code: NY1-100-11-01

 

11


New York, New York 10036

Attention: Eileen Albus, Director, Mortgage Finance

Telephone: (646) 855-0946

Facsimile: (646) 855-5050

Email: Eileen.Albus@baml.com

Bank of America, N.A.

50 Rockefeller Plaza

Mail Code: NY1-050-12-01

New York, New York 10020

Attention: Amie Davis, Assistant General Counsel

Telephone: (646) 855-0183

Fax: (704) 409-0337

E-mail: Amie.Davis@bankofamerica.com

SECTION 11. Tax Treatment. The Existing Master Repurchase Agreement is hereby amended by adding the following Section 41 immediately following Section 40 thereof:

41. Tax Treatment

Each party to this Agreement acknowledges that it is its intent, solely for purposes of United States federal income tax purposes and any corresponding provisions of state, local and foreign law, but not for bankruptcy or any other non-tax purpose, to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans and to treat the Purchased Mortgage Loans as beneficially owned by Seller in the absence of an Event of Default by Seller. All parties to this Agreement agree to such tax treatment and agree to take no action inconsistent with this treatment, unless required by law.

SECTION 12. Representations and Warranties. Schedule 1 to the Existing Master Repurchase Agreement is hereby amended by:

12.1 deleting paragraphs (qq) and (ss) in Part 1 of such Schedule 1 in their entirety and replacing them with the following:

(qq) Primary Mortgage Guaranty Insurance. Each Mortgage Loan is insured as to payment defaults by a policy of primary mortgage guaranty insurance in the amount required where applicable, and by an insurer approved, by the applicable Approved Investor, if applicable, and all provisions of such primary mortgage guaranty insurance have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Each Mortgage Loan which is represented to Buyer to have, or to be eligible for, FHA insurance is insured, or eligible to be insured, pursuant to the National Housing Act. Each Mortgage Loan which is represented by Seller to be guaranteed, or to be eligible for guaranty, by the VA is guaranteed, or eligible to be guaranteed, under the provisions of Chapter 37 of Title 38 of the United States Code. As to each FHA insurance certificate, each VA guaranty certificate and each RD guaranty certificate, Seller has complied with applicable provisions of the insurance for

 

12


guaranty contract and federal statutes and regulations, all premiums or other charges due in connection with such insurance or guarantee have been paid, there has been no act or omission which would or may invalidate any such insurance or guaranty, and the insurance or guaranty is, or when issued, will be, in full force and effect with respect to each Mortgage Loan. There are no defenses, counterclaims, or rights of setoff affecting the Mortgage Loans or affecting the validity or enforceability of any private mortgage insurance or FHA insurance, any VA guaranty or any RD guaranty applicable to the Mortgage Loans.

(ss) FHA Mortgage Insurance; VA Loan Guaranty; RD Loan Guaranty. With respect to the FHA Loans, the FHA Mortgage Insurance Contract is in full force and effect and there exists no impairment to full recovery without indemnity to the Department of Housing and Urban Development or the FHA under FHA Mortgage Insurance. With respect to the VA Loans, the VA Loan Guaranty Agreement is in full force and effect to the maximum extent stated therein. With respect to the RD Loans, the RD Loan Guaranty Agreement is in full force and effect to the maximum extent stated therein. All necessary steps have been taken to keep such guaranty or insurance valid, binding and enforceable and each of such is the binding, valid and enforceable obligation of the FHA, VA and RD, respectively, to the full extent thereof, without surcharge, set-off or defense. Each FHA Loan, VA Loan and RD Loan was originated in accordance with the criteria of the FHA, VA or RD, as applicable, for purchase of such Mortgage Loans.

12.2 deleting paragraph (n) in Part 2 of such Schedule 1 in its entirety and replacing it with the following:

(n) Agency Approvals. With respect to each Agency Security and to the extent necessary, the Underlying Repurchase Counterparty is an FHA Approved Mortgagee, a VA Approved Lender, a RD approved lender and a GNMA Approved Lender. The Underlying Repurchase Counterparty is also approved by Fannie Mae as an approved lender and Freddie Mac as an approved seller/servicer, and, to the extent necessary, approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. In each such case, the Underlying Repurchase Counterparty is in good standing, with no event having occurred or Underlying Repurchase Counterparty having any reason whatsoever to believe or suspect will occur prior to the issuance of the Agency Security or the consummation of the Purchase Commitment, as the case may be, including, without limitation, a change in insurance coverage which would either make the Underlying Repurchase Counterparty unable to comply with the eligibility requirements for maintaining all such applicable approvals or require notification to the relevant Agency or to the Department of Housing and Urban Development, FHA, VA or RD. Should the Underlying Repurchase Counterparty for any reason cease to possess all such applicable approvals, or should notification to the relevant Agency or to the Department of Housing and Urban Development, FHA, VA or RD be required, Seller shall so notify Buyer immediately in writing.

 

13


SECTION 13. Fees and Expenses. Seller hereby agrees to pay to Buyer, on demand, any and all reasonable fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by Buyer in connection with the development, preparation and execution of this Amendment, irrespective of whether any transactions hereunder are executed.

SECTION 14. Conditions Precedent. This Amendment shall become effective as of the date hereof, upon Buyer’s receipt of this Amendment, executed and delivered by a duly authorized officer of Buyer, Seller and Guarantor.

SECTION 15. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Master Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 16. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

SECTION 17. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 18. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

SECTION 19. Reaffirmation of Guaranty. The Guarantor hereby (i) agrees that the liability of Guarantor or rights of Buyer under the Guaranty shall not be affected as a result of this Amendment, (ii) ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and (iii) acknowledges and agrees that such Guaranty is and shall continue to be in full force and effect.

[SIGNATURE PAGE FOLLOWS]

 

14


IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

BANK OF AMERICA, N.A., as Buyer

By:

 

/s/ Adam Robitshek

Name: Adam Robitshek

Title: Vice President

PENNYMAC OPERATING PARTNERSHIP, L.P., as Seller
By:   PennyMac GP OP, Inc., its General Partner

By:

 

/s/ Pamela Marsh

Name: Pamela Marsh

Title: Executive Vice President, Treasurer

PENNYMAC MORTGAGE INVESTMENT TRUST, as Guarantor

By:

 

/s/ Pamela Marsh

Name: Pamela Marsh

Title: Executive Vice President, Treasurer

Signature Page to Amendment No. 1 to Master Repurchase Agreement

EX-21.1 7 d839354dex211.htm EX-21.1 EX-21.1

Exhibit 21.1

LIST OF PENNYMAC MORTGAGE INVESTMENT TRUST ENTITIES

as of December 31, 2014

 

Entity

  

Entity Type

  

State of
Incorporation

PC REO Trust    Statutory trust    Delaware
PCNPL Trust    Statutory trust    Delaware
PennyMac Corp.    Corporation    Delaware
PennyMac GP OP, Inc.    Corporation    Delaware
PennyMac Holdings, LLC    Limited liability company    Delaware
PennyMac Operating Partnership, L.P.    Limited partnership    Delaware
PennyMac Securities Holding, LLC    Limited liability company    Delaware
PMC REO Financing Trust    Statutory trust    Delaware
PMT Funding, LLC    Limited liability company    Delaware
PMT Insurance, LLC    Limited liability company    Missouri
PMT NPL Financing 2014-1    Statutory trust    Delaware
PMT NPL Financing, LLC    Limited liability company    Delaware
SWDNSI Trust Series 2010-3    Statutory trust    Delaware
SWDNSI Trust Series 2010-4    Statutory trust    Delaware
TRS REO Finance, LLC    Limited liability company    Delaware
TRS REO Trust 1-A    Statutory trust    Delaware
TRS REO Trust 2-B    Statutory trust    Delaware
EX-23.1 8 d839354dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-162679 on Form S-8, Registration Statement No. 333-195353 on Form S-8, Registration Statement No. 333-168699 on Form S-3, and Registration Statement No. 333-182261 on Form S-3ASR of our reports dated March 2, 2015 relating to the consolidated financial statements of PennyMac Mortgage Investment Trust and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2014.

 

/s/ Deloitte & Touche LLP

Los Angeles, California

March 2, 2015

EX-31.1 9 d839354dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION

I, Stanford L. Kurland, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of PennyMac Mortgage Investment Trust;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2015

 

/S/ STANFORD L. KURLAND

Stanford L. Kurland
Chairman of the Board of Trustees and Chief Executive Officer

A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.2 10 d839354dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION

I, Anne D. McCallion, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of PennyMac Mortgage Investment Trust;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2015

 

/S/ ANNE D. MCCALLION

Anne D. McCallion
Chief Financial Officer

A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1 11 d839354dex321.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the “Company”) for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stanford L. Kurland, Chairman of the Board of Trustees and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/S/ STANFORD L. KURLAND

Stanford L. Kurland
Chairman of the Board of Trustees and Chief Executive Officer
March 2, 2015

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to PennyMac Mortgage Investment Trust and will be retained by PennyMac Mortgage Investment Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 12 d839354dex322.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the “Company”) for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne D. McCallion, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/S/ ANNE D. MCCALLION

Anne D. McCallion
Chief Financial Officer
March 2, 2015

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to PennyMac Mortgage Investment Trust and will be retained by PennyMac Mortgage Investment Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-101.INS 13 pmt-20141231.xml XBRL INSTANCE DOCUMENT 2900000 5000000000 2000000000 2900000 1000000 5900000 2000000 2000000000 5000000000 140000000 500000000 74510159 0 1222429000 2927160000 1704731000 0 2927160000 0 0 45024000 89681000 0 180441000 2490270000 84486000 126939000 1615050000 250000000 1244181000 3443384000 2199203000 0 3443384000 244047000 0 73236000 139260000 0 226901000 2862126000 88771000 192350000 1565896000 250000000 1494765000 4249231000 2754466000 217492000 4249231000 229841000 170008000 0.039 80936000 124559000 2857000 366800000 269675000 3350632000 103202000 224437000 1980058000 250000000 1543282000 4227537000 2684255000 198110000 4227537000 216614000 166514000 91338000 163349000 151019000 301427000 3156041000 186877000 142725000 1887778000 250000000 1577160000 4869745000 3292585000 1604798645 218725000 4869745000 0 170201000 104453000 170629000 190244000 315484000 3606906000 240471000 193462000 2701755000 250000000 1588041000 4604813000 3016772000 267885000 4604813000 0 166841000 37452000 183245000 187368000 345848000 3250761000 275185000 240314000 2416686000 12.57 491809 546017000 0 749000 904910000 80570000 14589000 205000 22979000 5282000 5772000 72813000 749000 129310000 696266000 5000000 28000000 756691000 398400000 27461000 28405000 284000 518272000 115493000 0 15.92 665617 4014159 0 0 1201336000 7547000 1256102000 1346000 125430000 12168740000 1944973000 5798000 1210796000 126995000 4468000 88078000 0 2559663000 949060000 23834000 33756000 46407000 0 4441000 12168454000 0 972079000 1386000 132977000 9061000 14773000 45021000 913000 473000 0 1555264000 1004399000 0 19479000 0 0 1346000 0 0 1189971000 0 495000000 0 4266983000 0 0 0 2206539000 0 70889000 58904000 589000 1129858000 0 153326000 0 0 0 0 70458082 70458082 19.95 500000000 0.01 661372 5029174 2049581000 2314324000 1961000 41570000 0 705000 71561000 81941000 12986000 1961000 118240000 250000000 1384468000 59935000 1467114000 4310917000 18636000 9976000 118240000 2039605000 2577000 2041566000 0 2843803000 2039605000 8924000 0 0 7976000 197401000 -4971000 2480728000 26452000 264120000 25792933000 49859000 7976000 2039605000 8015000 -1361026000 3056328000 5328000 0 6178000 2461217000 290572000 289737000 254870000 0 8015000 3201000 458137000 66192000 138942000 6800000 38783000 20962000 4310917000 -68381000 6009000 2315313000 94400000 89404000 92398000 27411000 8446000 2600317000 81531000 4637608000 238400000 0.25 226580000 9138000 0 6000000 3857739000 75000 2009000 68381000 5748000 10110000 1788000 25652972000 332484000 165415000 9138000 523652000 0.72 0.05 59573000 454210000 989000 1.00 0.72 13375000 92398000 162203000 138723000 447386000 290572000 184067000 5915000 266697000 7760000 63043000 0.61 2393321000 3276582000 218128000 17453000 71951000 68156000 7941000 5434000 197401000 0 3276582000 148080000 167161000 2039605000 0 0 0 0 0 0 0 272000 1295000 16385000 7420000 1229000 566000 8715000 8715000 174130000 18452000 197401000 0 1197642000 458137000 18452000 0 523652000 165415000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 92398000 0 0 0 92398000 0 0 0 0 254870000 184067000 7760000 63043000 1261000 2510000 0 0 0 0 0 0 1261000 0 1261000 1261000 2510000 0 26452000 2462478000 0 0 2510000 0 2076665000 0 138723000 218128000 316000 3390000 959000 10791000 1117000 10765000 633000 6780000 1855000 20861000 2160000 20886000 158000 1695000 488000 5490000 568000 5467000 0.086 0.082 0.010 0.041 0.864 68000 0.089 0.067 68000 0.097 0.153 0.519 0.013 0.051 0.980 140000 0.200 0.175 140000 0.486 0.073 0.077 0.004 0.014 0.648 68000 0.080 0.063 68000 0.077 3838828000 472089000 0 1261000 1261000 0 0 159000 945015000 944856000 0 0 408452000 0 1024000 1024000 408452000 0 0 0 566000 566000 0 0 132525000 0 608000 608000 132525000 0 0 0 0 0 0 0 523546000 0 196000 196000 523546000 0 0 431000 431000 0 830000 830000 0 0 0 0 30226000 0 546000 546000 30226000 0 0 0 378000 378000 0 0 613000 613000 0 110000 110000 0 0 0 0 0 0 0 273000 273000 0 0 432000 432000 0 0 0 0 0 0 0 0 0 1261000 2510000 272000 1295000 16385000 2966525000 7420000 1229000 566000 1469686000 2415446000 268600000 177841000 1647527000 606979000 899036000 63884000 40287000 31933000 19510000 310607000 475568000 165327000 207553000 139000 213000 29496000 19292000 130906000 215702000 2455000 1485000 7000 162000 -1036520000 2684047000 110000000 0 0 55000000 0 272000 197500000 165912000 497000 525236000 1584000 523652000 165415000 1249000 0 26452000 218128000 138723000 2076665000 110000000 55000000 0 3588027000 105000000 8779000000 0 2781066000 52500000 0 1961000 12986000 9976000 167376000 7976000 197401000 26452000 3739532000 8015000 458137000 20962000 92398000 2600317000 165415000 138723000 218128000 112360000 107587000 311162000 304749000 34615000 35050000 0.24 523652000 543257000 81941000 70458000 705000 1384468000 0 0 0 557343000 1261000 0 1261000 1261000 0 2510000 2510000 0 0 2510000 1295000 1295000 0 0 272000 272000 3588027000 0 1295000 16385000 16385000 105000000 0 0 0 0 0 8779000000 0 0 0 0 0 8715000 12986000 700000 5466000 8015000 18452000 0 12986000 -8015000 -12986000 8015000 0 2781066000 7420000 0 7420000 7420000 1229000 0 1229000 9976000 12986000 1961000 7976000 8015000 20962000 52500000 0 0 566000 566000 0 0 0 0 0 165415000 112360000 10751000 458137000 447386000 454210000 457968000 0 7000 10744000 0 0 447224000 162000 169000 169000 -1371777000 2818445000 1170918000 4190222000 -584159000 -452360000 -335258000 909484000 1493643000 1506176000 1190403000 738043000 226580000 2039605000 2039605000 0 41570000 3825000 67000 1481462000 1529090000 47628000 1788000 521000 1529090000 1527213000 1340000 0 16000 41570000 378000 74510159 74510159 21.00 500000000 0.01 725412 5293433 2757544000 2543242000 2430000 45894000 1902000 745000 67806000 97728000 2284000 2430000 143565000 250000000 1479699000 51417000 1578172000 4904296000 23943000 7178000 145467000 2730130000 7715000 2752796000 0 3326124000 2730130000 8426000 0 5944000 11107000 307363000 2465000 2709161000 57358000 300422000 34161360000 92622000 11107000 2750366000 4748000 -945423000 31986000 3610862000 2112000 0 0 7023418 2453768000 27244000 308137000 357780000 322230000 249193000 0 4748000 24680000 5579000 637722000 66193000 303228000 5921000 0 73869000 13391000 162212000 29893000 4904296000 -52845000 6621000 32122000 2543242000 85200000 150649000 139900000 76386000 1428000 2726952000 148766000 4310097000 239000000 0.00 0 0 0 6600000 3699470000 75000 7088000 52845000 10697000 14242000 1136000 34673414000 0 165920000 0 527369000 0.75 0.05 79878000 609608000 24.29 0 1.00 731595 0.00 38590000 139900000 159838000 191166000 610628000 357780000 91990000 3457000 308137000 157203000 0.55 6278676000 3364674000 0 138284000 12365000 110176000 25418000 13172000 307363000 3836000 3364674000 303228000 240185000 2750366000 695488000 310160000 20236000 0 0 0 0 0 374000 6649000 52000 0 34000 3775000 0 0 6683000 0 6683000 172603000 4201000 307363000 0 1476655000 637722000 4201000 0 527369000 165920000 0 0 0 0 0 0 0 0 0 478000 0 0 193000 3319000 478000 0 478000 478000 3512000 0 0 143412000 0 0 3512000 139900000 0 0 0 249193000 91990000 157203000 17000 5678000 0 0 0 0 0 0 0 0 17000 0 17000 17000 5678000 0 57358000 2453785000 0 0 5678000 0 2199583000 0 191166000 668000 3614000 1845000 11410000 2803000 12138000 1337000 7228000 3577000 22086000 5394000 23532000 334000 1807000 937000 5801000 1430000 6166000 0.103 0.088 0.011 0.043 0.949 62000 0.114 0.079 62000 0.112 0.163 0.479 0.013 0.052 0.980 134000 0.396 0.175 134000 0.08 0.12 0.16 0.746 1.05 0.081 0.078 0.002 0.007 1.00 0.650 62000 0.080 0.063 62000 0.076 1.05 4249820000 654476000 0 17000 17000 0 0 188000 797851000 797663000 0 417059000 332000 0 529144000 0 738000 738000 529144000 0 0 39447000 2512000 0 3034000 3034000 0 0 126909000 0 29000 29000 126909000 0 0 6442000 101255000 0 133000 133000 0 0 966155000 0 253000 253000 966155000 0 0 294288000 7078000 1856000 1856000 0 870000 870000 0 0 0 0 121975000 0 104000 104000 121975000 0 0 9799000 0 0 0 0 0 6000 6000 0 30900000 0 0 0 124000 124000 0 0 0 0 138000 138000 0 59200000 0 0 0 0 0 208520000 208520000 0 369000 369000 0 0 17000 5678000 374000 6649000 52000 478000 3030180000 34000 3775000 193000 3319000 1535317000 2246585000 0 0 1535317000 664266000 935385000 0 0 0 0 322704000 449496000 127405000 162329000 158000 210000 0 0 213999000 323350000 0 0 -51000 255000 -711268000 2246585000 0 0 0 340000000 0 374000 106900000 0.12 0.16 166397000 477000 529020000 1651000 527369000 165920000 5661000 57358000 0 191166000 2199583000 0 340000000 0 1601283000 85000000 7426000000 800000000 1100700000 275000000 1030000000 2430000 2284000 7178000 168350000 11107000 307363000 57358000 4071568000 4748000 637722000 13391000 139900000 2726952000 165920000 191166000 209325000 198265000 290007000 277355000 138390000 135008000 0.22 527369000 517500000 97728000 74510000 745000 1479699000 508083000 493560000 1613709000 0 114778000 0 0 0 695488000 17000 0 17000 17000 0 5678000 5678000 0 0 5678000 6649000 6649000 0 0 374000 374000 1601283000 0 6649000 52000 52000 85000000 478000 478000 478000 0 0 7426000000 0 0 800000000 0 0 7161000 2284000 2413000 5429000 4748000 7713000 0 2284000 -4748000 -2284000 4748000 0 1100700000 34000 0 34000 34000 3775000 0 3775000 7178000 2284000 2430000 11107000 4748000 13391000 275000000 0 0 193000 193000 1030000000 0 0 3319000 3319000 165920000 20799000 20236000 209325000 0.05375 250000000 2730130000 20799000 27095000 637722000 610627000 609608000 637518000 0 -51000 27146000 0 0 610372000 255000 204000 204000 -972518000 2726952000 1191635000 3699470000 -444198000 -267070000 -261250000 927173000 1371371000 1452885000 875214000 608144000 0 2750366000 2750366000 0 45894000 2988000 126000 1588734000 1639216000 50482000 1548000 522000 1639216000 1637927000 506000 0 261000 45482000 338000 150000000 332000000 700000000 1600000000 250000000 836000000 860000000 5900000 29000000 1076 0.01375 0.0125 0.015 11300000 249400000 15900000000 310200000 537000000 4000000000 2.96 5647000 6181 0.067 375000 -6345000 -242832000 23.91 253509 0.011 255445 0 0.000 0.002 -0.296 13.40 20.06 69448000 3.13 2.87 0.350 616000 63426000 261595000 0 2406000 12321000 199558000 0 205746000 57640000 209000 -9200000 -4310000 207758000 5452000 186000 32013163000 53381000 147568000 1063162000 1419000 8660000 33956000 -19806000 214635000 536776000 4386000 2138000 98669000 -46323000 145596000 -1988000 32791000 542000 -187467000 50716000 4970000 2834000 7425000 121230 1180000 -1347000 11720000 2279000 405518000 198439000 200190000 5556000 67374000 122862000 33726000 63564000 -13471000 206988000 54725000 26691000 468000 65222000 190883000 8373000 24490000 159961000 584000 10000000 5954000 23619000 7914000 1751000 0 24002000 15818582000 75122000 14445000 120925000 -10014000 2533000 47790000 1265483000 12321000 51712000 -2232000 -1028996000 23061000 261595000 1338000 15627 -12246000 2419000 9580000 32410000 250000000 -722000 26241000 -14518000 0 15818582000 5452000 20737000 189138000 1462134000 0 7364000 39413000 22642000 39348000 262566000 79712000 27070000 0 443192000 0.0229 0.0026 10531000 9451000 New Jersey Washington New York Maryland 2423000 75071000 0 1467138000 32671903000 651000 168493000 2148185000 120000 1348000 38000 13343793000 16113806000 1617138000 0.0478 288330000 43481000 0 New York Florida New Jersey 17765000 1419000 -5657000 3707000 83515000 443154000 -60751000 82000 43481000 81275000 0.0368 22643000 0.17 35134000 222000 150000000 0 0 15347000 23399612000 33455407000 139028000 38783000 1612000 183032000 16113806000 9552000 9081000 92000 0.0243 -11856000 651000 -86000 117000 1309767000 -2651000 170008000 112000 19644000 0.0026 1552912000 0 -18230000 0 9580000 15225153000 0.83 117000 13725000 1725000 2566000 6763000 1091000 246605000 0.00 1309887000 12766000 12000000 10989 151535000 3659000 4638 -9265000 0 -4076000 852000 23071000 185061000 -20000 -13491000 5669000 9922000 4000 -141144000 2033 -197580000 -17943000 15319000 -6972000 177743000 0 3124616000 44395000 0 7083000 -66284000 159961000 3461000 4611000 709000 3707000 136829000 12339000 20670861000 210168000 0.0026 0 0 -139028000 0 0 0 0.082 0.067 P6Y10M24D P6Y4M24D 68000 68000 0.100 0.091 P6Y8M12D 0.119 0.022 0.038 0.228 0.0032 0.054 20512659000 0.0016 P6Y1M6D 0.127 0.020 0.037 0.243 P7Y2M12D 0.144 0.175 P7Y3M18D P7Y3M18D 68000 140000 0.270 0.518 P7Y3M18D 0.135 0.029 0.042 0.279 0.144 P8Y 0.169 0.039 0.043 0.339 P7Y3M18D 0.074 0.054 P2Y8M12D P1Y3M18D 68000 68000 0.079 0.076 P1Y3M18D 0.095 0.011 0.033 0.134 0.028 P10M24D 0.087 0.000 0.025 0.003 P2Y9M18D 50721000 207758000 -9055000 174029000 0 32791000 282215000 94435000 43714000 108186000 38487000 69699000 6919000 0 17715000 43890000 98669000 0 123303000 33727000 26808000 79413000 861000 78552000 0 0 0 -3284000 0 0 0 -5300000 -5300000 3284000 0 3284000 1449690000 84726000 1138131000 8705000 218128000 826000 4584000 2735000 1742000 10423000 890000 1861000 1249000 26674000 0 75071000 0 0 0 83515000 0 26674000 0 0 0 0 0 1725000 0 0 1725000 -1725000 12000000 0 0 0 0 13725000 0 0 0 0 0 1725000 -1725000 0 16458000 11814000 28272000 616000 -616000 1419000 0 0 0 0 0 23071000 -616000 10274000 305000 10579000 0 0 616000 0 616000 -2305000 7244000 -11720000 246525000 15347000 9451000 0 0 15319000 0 0 0 -9415000 0 -3946000 0 0 46000 -3900000 2423000 0 0 2423000 -2423000 139028000 0 0 0 1348000 4076000 0 0 0 0 0 2423000 -2423000 0 11720000 0 0 0 11720000 0 -30696000 0 0 -30696000 262000 300000 562000 203278000 -30696000 616000 278000 173476000 191356000 0 -44018000 132339000 -197657000 1063162000 -15347000 0 0 0 255210000 43481000 0 0 232000 0 191588000 -153639000 177743000 2200000000 2310000000 3775000000 3335000000 75000000 75000000 73398599000 72719643000 75000000 180000000 11073000000 19852000000 660000000 660000000 55617297000 56191824000 207500000 260000000 42500000 42500000 2279000 0 0 -92000 2187000 2279000 0 0 -92000 2187000 2.87 200190000 189138000 11300000 254000 113000 3000 261482000 5449000 12321000 9400000 -2000000 151600000 1612000 43108000 0.0369 0.0350 944000 1900000 39413000 124394000 3707000 0.0302 244047000 226833000 0.0294 0 145550000 12321000 -2059000 147568000 316000 149338000 833000 148520000 149377000 199192000 4000 149252000 39000 39000 67000 86000 101706000 -247256000 0 261595000 -2582000 -1169000 49940000 249315000 314000 16000 20000 205335000 121771000 2423000 1091000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company conducts substantially all of its operations and makes substantially all of its investments through its subsidiary, PennyMac Operating Partnership, L.P. (the &#x201C;Operating Partnership&#x201D;), and the Operating Partnership&#x2019;s subsidiaries. A wholly-owned subsidiary of the Company is the sole general partner, and the Company is the sole limited partner, of the Operating Partnership.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The accompanying consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (&#x201C;GAAP&#x201D;) as codified in the Financial Accounting Standards Board&#x2019;s (&#x201C;FASB&#x201D;) Accounting Standards Codification (the &#x201C;Codification&#x201D;). Preparation of financial statements in compliance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results will likely differ from those estimates.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note 23&#x2014;Commitments and Contingencies</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 6pt"> <b><i>Litigation</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> From time to time, the Company may be involved in various proceedings, claims and legal actions arising in the ordinary course of business. As of December&#xA0;31, 2014, the Company was not involved in any such proceedings, claims or legal actions that in the Manager&#x2019;s view would reasonably be likely to have a material adverse effect on the Company.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Mortgage Loan Commitments</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The following table summarizes the Company&#x2019;s outstanding contractual loan commitments:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="80%"></td> <td valign="bottom" width="12%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Commitments to purchase mortgage loans:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">695,488</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">310,160</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following is financial information relating to the Notes:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">168,493</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,357</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,580</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Unamortized issuance costs (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,921</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,800</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Unamortized issuance costs are included in <i>Other assets</i> in the consolidated balance sheets.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(2)</td> <td valign="top" align="left">Total interest expense includes amortization of debt issuance costs of $920,000 and $584,000 during the year ended December&#xA0;31, 2014 and December&#xA0;31, 2013, respectively.</td> </tr> </table> </div> 2.47 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company grants restricted share units which entitle the recipients to receive dividend equivalents during the vesting period on a basis equivalent to the dividends paid to holders of common shares. Unvested share-based compensation awards containing non-forfeitable rights to receive dividends or dividend equivalents (collectively, &#x201C;dividends&#x201D;) are classified as &#x201C;participating securities&#x201D; and are included in the basic earnings per share calculation using the two-class method.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Diluted earnings per share is determined by dividing net income attributable to diluted shareholders, which adds back to net income the interest expense, net of applicable income taxes, on the Company&#x2019;s exchangeable senior notes (the &#x201C;Notes&#x201D;), by the weighted-average common shares outstanding, assuming all potentially dilutive securities were issued. In periods in which the Company records a loss, potentially dilutive securities are excluded from the diluted loss per share calculation, as their effect on loss per share is anti-dilutive.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;5&#x2014;Earnings Per Share</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Basic earnings per share is determined using the two-class method, under which all earnings (distributed and undistributed) are allocated to common shares and participating securities, based on their respective rights to receive dividends. Basic earnings per share is determined using net income reduced by income attributable to the participating securities and divided by the weighted-average common shares outstanding during the period. The Company grants restricted share units which entitle the recipients to receive dividend equivalents during the vesting period on a basis equivalent to the dividends paid to holders of common shares. Unvested share-based compensation awards containing non-forfeitable rights to receive dividends or dividend equivalents (collectively, &#x201C;dividends&#x201D;) are classified as &#x201C;participating securities&#x201D; and are included in the basic earnings per share calculation using the two-class method.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Diluted earnings per share is determined by dividing net income attributable to diluted shareholders, which adds back to net income the interest expense, net of applicable income taxes, on the Company&#x2019;s exchangeable senior notes (the &#x201C;Notes&#x201D;), by the weighted-average common shares outstanding, assuming all potentially dilutive securities were issued. In periods in which the Company records a loss, potentially dilutive securities are excluded from the diluted loss per share calculation, as their effect on loss per share is anti-dilutive.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The following table summarizes the basic and diluted earnings per share calculations:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands except per share amounts)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Basic earnings per share:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">194,544</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">200,190</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Effect of participating securities&#x2014;share-based compensation awards</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,830</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,751</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,433</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income attributable to common shareholders</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">192,714</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,439</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">136,816</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average shares outstanding</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,495</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">63,426</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Basic earnings per share</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.62</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3.13</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3.14</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Diluted earnings per share:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">194,544</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">200,190</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest on Notes, net of income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,456</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,556</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income attributable to diluted shareholders</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">203,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">205,746</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average shares outstanding</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,495</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">63,426</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Potentially dilutive securities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Shares issuable pursuant to exchange of the Notes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,418</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,647</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Shares issuable under share-based compensation plan</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">298</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">375</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">323</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Diluted weighted-average number of shares outstanding</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">82,211</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">69,448</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,876</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Diluted earnings per share</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.47</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.96</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3.14</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial statement items that are measured at fair value on a nonrecurring basis:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;1</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;2</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;3</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">157,203</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">157,203</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at lower of amortized cost or fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">91,990</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">91,990</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">249,193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">249,193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;1</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;2</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;3</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">63,043</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">63,043</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,760</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,760</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at lower of amortized cost or fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">184,067</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">184,067</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">254,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">254,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 8418000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 26&#x2014;Net Interest Income</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt"> Net interest income is summarized for the periods presented below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">604</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">542</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">42</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,226</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,084</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency debt securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">222</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,974</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33,726</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,731</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">122,620</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">81,275</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,584</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,659</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">996</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread purchased from PFSI, at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,091</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">48</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">209</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">126</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">172,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">122,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">72,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest expense:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">58,304</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,790</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,025</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans participation and sale agreement</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Borrowings under forward purchase agreements</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,707</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,396</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,490</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Exchangeable senior notes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">14,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,580</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Note payable secured by mortgage loans at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">113</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,533</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,108</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">85,589</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">65,222</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net interest income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">86,759</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">57,640</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">40,799</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> <b>Note&#xA0;35&#x2014;Regulatory Net Worth</b></p> <p style="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"> PMC is a seller-servicer for Fannie Mae and Freddie Mac. To retain its status as an approved seller-servicer, PMC is required to meet Fannie Mae&#x2019;s and Freddie Mac&#x2019;s capital standards, which require PMC to maintain a minimum net worth of $59.2&#xA0;million and $30.9&#xA0;million, respectively. The Manager believes PMC complies with Fannie Mae&#x2019;s and Freddie Mac&#x2019;s net worth requirement as of December&#xA0;31, 2014.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company had the following derivative assets and liabilities and related margin deposits recorded within <i>Derivative assets</i> and <i>Derivative liabilities</i> on the consolidated balance sheets:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="56%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 38.6pt"> <b>Instrument</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Notional<br /> amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Derivative<br /> assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Derivative<br /> liabilities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Notional<br /> amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Derivative<br /> assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Derivative<br /> liabilities</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives not designated as hedging instruments:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Free-standing derivatives:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">695,488</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">557,343</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,601,283</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,588,027</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,100,700</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,781,066</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">340,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">55,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MBS call options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Eurodollar future sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,426,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,779,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Eurodollar future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">800,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Treasury futures sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">85,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">105,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Call options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,030,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">275,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total derivative instruments before netting</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,391</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,178</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,962</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Netting</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Margin deposits with (collateral received from) derivatives counterparties</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,465</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(4,971</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <!-- End Table Body --></table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The following table is a reconciliation of the Company&#x2019;s provision for income taxes at statutory rates to the provision for income taxes at the Company&#x2019;s effective rate for the periods presented:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="66%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="22" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Rate</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Rate</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Rate</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Federal income tax expense at statutory tax rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">62,812</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">35.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">75,122</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">35.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">65,387</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">35.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Effect of non-taxable REIT income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(74,480</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(41.5</td> <td valign="bottom" nowrap="nowrap">%)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(63,564</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(29.6</td> <td valign="bottom" nowrap="nowrap">)%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(24,943</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13.4</td> <td valign="bottom" nowrap="nowrap">)%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> State income taxes, net of federal benefit</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,380</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1.9</td> <td valign="bottom" nowrap="nowrap">%)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,419</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.1</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,140</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4.4</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(32</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">468</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.2</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Valuation allowance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> (Benefit) provision for income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(15,080</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8.4</td> <td valign="bottom" nowrap="nowrap">%)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,445</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6.7</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">48,573</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of MSRs carried at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,346</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">749</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Additions:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,419</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MSRs resulting from loan sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,071</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total additions</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,490</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,528</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Change in fair value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Due to changes in valuation inputs or assumptions used in valuation model (1)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,455</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(708</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other changes in fair value (2)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,193</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(722</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(144</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Sales</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(139</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(79</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">57,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,346</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Principally reflects changes in pricing spread (discount rates) and prepayment speed inputs, primarily due to changes in interest rates.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(2)</td> <td valign="top" align="left">Represents changes due to realization of expected cash flows.</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The table below summarizes restricted share unit activity and compensation expense:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Number of units:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Outstanding at beginning of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">661,372</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">665,617</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">491,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Granted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">300,131</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">255,445</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">350,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Vested</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(234,466</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(253,509</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(161,678</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Canceled</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,625</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,181</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,514</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Outstanding at end of year</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">725,412</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">661,372</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">665,617</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Weighted Average Grant Date Fair Value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Outstanding at beginning of year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19.95</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">15.92</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Granted</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">21.05</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">23.91</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">18.91</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Vested</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19.68</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">13.40</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12.15</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Canceled</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">18.74</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">20.06</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">16.82</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Outstanding at end of year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">21.00</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19.95</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">15.92</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Compensation expense recorded during the year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,107,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,763,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,032,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Year end:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Units available for future awards (1)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,293,433</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,029,174</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,014,159</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Unamortized compensation cost</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,023,418</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,178,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,798,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">Based on shares outstanding as of December&#xA0;31, 2014. Total units available for future awards may be adjusted in accordance with the equity incentive plan based on future issuances of PMT&#x2019;s shares as described above.</td> </tr> </table> </div> 1625 10-K PennyMac Mortgage Investment Trust Yes PMT <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Share-Based Compensation</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company amortizes the fair value of previously granted share-based awards to compensation expense over the vesting period using the graded vesting method. Expense relating to share-based awards is included in <i>Compensation</i> in the consolidated statements of income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company estimates the value of restricted share units awarded with reference to the fair value of its common shares on the date of the award. How the fair value of Company common shares is used in determining restricted share unit awards&#x2019; fair values depends on whether the restricted share units participate in Company dividends in the form of dividend equivalents.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Fair value of restricted share unit awards that participate in dividends in the form of dividend equivalents is determined at the Company&#x2019;s closing share price on the date of the award.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Fair value of restricted share unit awards that do not participate in dividends is estimated by reducing the closing price of the Company&#x2019;s common shares on the date of the award by the amount of expected shareholder distributions that the grantees will not receive during the vesting period, discounted at an appropriate risk-free rate of return. The amount of the reduction for anticipated distributions is based on amounts included in the Manager&#x2019;s earnings forecast.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company determines the fair value of its share-based compensation awards depending on whether the awards are made to its trustees and officers or to non-employees such as officers and employees of affiliates:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Compensation cost is generally fixed at the fair value of the award date for awards to officers and trustees of the Company.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Compensation cost for share-based compensation awarded to non-officers or trustees of the Company is adjusted to reflect changes in the fair value of awards in each subsequent reporting period until the award has vested, the service being provided is subsequently completed, or, under certain circumstances, is likely to be completed, whichever occurs first.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Manager&#x2019;s estimates of compensation costs reflect the expected portion of share-based compensation awards that the Manager expects to vest.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;2&#x2014;Concentration of Risks</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> As discussed in Note&#xA0;1&#x2014;<i>Organization and Basis of Presentation</i> above, PMT&#x2019;s operations and investing activities are centered in mortgage-related assets, a substantial portion of which are distressed at acquisition. Many of the mortgage loans in its targeted asset class are purchased at discounts reflecting their distressed state or perceived higher risk of default, as well as a greater likelihood of collateral documentation deficiencies.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Because of the Company&#x2019;s investment focus, PMT is exposed, to a greater extent than traditional mortgage investors, to the risks that borrowers may be in economic distress and/or may have become unemployed, bankrupt or otherwise unable or unwilling to make payments when due, and to the effects of fluctuations in the residential real estate market on the performance of its investments. Factors influencing these risks include, but are not limited to:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">changes in the overall economy and unemployment rates and residential real estate values in the markets where the properties securing the Company&#x2019;s mortgage loans are located;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">PCM&#x2019;s ability to identify and the Servicer&#x2019;s ability to execute optimal resolutions of problem mortgage loans;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">the accuracy of valuation information obtained during the Company&#x2019;s due diligence activities;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">PCM&#x2019;s ability to effectively model, and to develop appropriate model assumptions that properly anticipate, future outcomes;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">the level of government support for problem loan resolution and the effect of current and future proposed and enacted legislative and regulatory changes on the Company&#x2019;s ability to effect cures or resolutions to distressed loans; and</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">regulatory, judicial and legislative support of the foreclosure process, and the resulting effect on the Company&#x2019;s ability to acquire and liquidate the real estate securing its portfolio of distressed mortgage loans in a timely manner or at all.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Due to these uncertainties, there can be no assurance that risk management activities identified and executed on PMT&#x2019;s behalf will prevent significant losses arising from the Company&#x2019;s investments in real estate-related assets.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> A substantial portion of the distressed mortgage loans and REO purchased by the Company in prior years has been acquired from or through one or more subsidiaries of Citigroup Inc. The following tables present purchases for the Company&#x2019;s investment portfolio of mortgage loans and REO (including purchases under forward purchase agreements), and the portion thereof representing assets purchased from or through one or more subsidiaries of Citigroup Inc.:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Investment portfolio purchases:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">557,432</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,309,767</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">542,766</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,117</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">120</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">297</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">560,549</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,309,887</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">543,063</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Investment portfolio purchases above through one or more subsidiaries of Citigroup Inc.:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">443,154</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">504,710</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">68</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">48</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,805</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">443,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">504,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of the Company&#x2019;s holdings of assets purchased through one or more subsidiaries of Citigroup Inc.:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">943,163</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,138,131</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">108,302</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">84,726</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> REO under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,705</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,051,465</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,449,690</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total holdings of mortgage loans and REO</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,030,180</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,966,525</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Throughout the three-year period ended December&#xA0;31, 2014, the Company entered into forward purchase agreements with Citigroup Global Markets Realty Corp. (&#x201C;CGM&#x201D;), a subsidiary of Citigroup&#xA0;Inc., to purchase certain nonperforming residential mortgage loans and residential real property acquired in settlement of loans (collectively, the &#x201C;CGM Assets&#x201D;). The CGM Assets were acquired by CGM from unaffiliated money center banks. The CGM assets were held in a trust subsidiary by CGM pending payment by the Company.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company recognized these assets and related obligations as of the dates of the forward purchase agreements and recognized all subsequent income and changes in value relating to such assets. As a result of recognizing these assets, the Company&#x2019;s consolidated statements of income and cash flows for the periods presented include the following amounts related to the forward purchase agreements:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Statements of income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,584</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,659</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">996</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,707</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,396</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,720</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,293</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">516</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">852</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,011</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Results of REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(473</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(20</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Statements of cash flows:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Sales of REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,365</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">651</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments of borrowings under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(227,866</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(27,070</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(157,166</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company has no other variable interests in the trust entity or other exposure to the creditors of the trust entity that could expose the Company to loss.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;36&#x2014;Recently Issued Accounting Pronouncements</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> In January of 2014, the FASB issued Accounting Standards Update (&#x201C;ASU&#x201D;) No. 2014-04,&#xA0;<i>Receivables: Troubled Debt Restructuring by Creditors Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure</i>&#xA0;(&#x201C;ASU 2014-04&#x201D;) to the <i>Troubled Debt Restructuring</i> subtopic of the <i>Receivables</i> topic of the ASC.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-04 clarifies when a creditor should be considered to have received physical possession of residential real estate collateralizing a mortgage loan and the mortgage loan derecognized in the receivable and recognized as real estate property. ASU 2014-04 specifies that an in substance repossession occurs when either the creditor has obtained the legal title to the property after a foreclosure or the borrower has transferred all interest in the property to the creditor through a deed in lieu of foreclosure or similar legal agreement so that at that time the asset should be reclassified from <i>Mortgage loans at fair value</i> to <i>Real estate acquired in settlement of loans</i>.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-04 also provides that a disclosure of the amount of <i>Real estate acquired in settlement of loans</i> and the recorded investment in <i>Mortgage loans at fair value</i> that are in the process of foreclosure must be included in both interim and annual financial statements.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> ASU 2014-04 is effective for all year-end and interim periods beginning after December&#xA0;15, 2014. The adoption of ASU 2014-04 is not expected to have a material effect on the Company&#x2019;s consolidated financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In May of 2014, the FASB issued ASU No. 2014-09,&#xA0;<i>Revenue from Contracts with Customers</i>&#xA0;(&#x201C;ASU 2014-09&#x201D;) to the <i>Revenue from Contracts with Customers</i> topic of the ASC. ASU 2014-09 was issued to standardize revenue recognition between public and private companies as well as across industries in an effort to more closely align GAAP revenue recognition with international standards to provide a more comparable revenue number for the users of the financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-09 specifies that for all contracts, revenue should be recognized when or as the entity satisfies a performance obligation. Revenue is recognized either over a period or at one point in time in accordance with how the control of the service or good is transferred.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-09 is effective for all year-end and interim periods beginning after December&#xA0;15, 2016 and early application is not permitted. The Company is evaluating the adoption of ASU 2014-09 and the effect that ASU 2014-09 will have on its consolidated financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In June of 2014, FASB issued ASU No.&#xA0;2014-11, <i>Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures</i> (&#x201C;ASU 2014-11&#x201D;) to the <i>Transfers and Servicing</i> topic of the ASC. The amendments in ASU 2014-11 require two accounting changes. First, the amendments in ASU 2014-11 change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. Second, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-11 requires disclosures for certain transactions comprising (1)&#xA0;a transfer of a financial asset accounted for as a sale and (2)&#xA0;an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. ASU 2014-11 also specifies certain disclosure requirements for those transactions outstanding at the reporting date and for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions, the transferor is required to make certain disclosures by type of transaction.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-11 is effective for the annual periods, and interim periods within those annual periods, beginning after December&#xA0;15, 2014. The adoption of ASU 2014-11 is not expected to have a material effect on the Company&#x2019;s consolidated financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In August of 2014, FASB issued ASU 2014-15, <i>Disclosure of Uncertainties about an Entity&#x2019;s Ability to Continue as a Going Concern</i> (&#x201C;ASU 2014-15&#x201D;) to the <i>Going Concern</i> subtopic of the <i>Presentation of Financial Statements</i> topic of the ASC. ASU 2014-15 requires that when management identifies conditions or events that raise substantial doubt about an entity&#x2019;s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-15 requires that if conditions or events raise substantial doubt about an entity&#x2019;s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management&#x2019;s plans, the entity should include a statement in the notes to its financial statements that enables users of the financial statements to understand all of the following:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">a.</td> <td valign="top" align="left">Principal conditions or events that raised substantial doubt about the entity&#x2019;s ability to continue as a going concern (before consideration of management&#x2019;s plans)</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">b.</td> <td valign="top" align="left">Management&#x2019;s evaluation of the significance of those conditions or events in relation to the entity&#x2019;s ability to meet its obligations</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">c.</td> <td valign="top" align="left">Management&#x2019;s plans that alleviated substantial doubt about the entity&#x2019;s ability to continue as a going concern.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> If conditions or events raise substantial doubt about an entity&#x2019;s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management&#x2019;s plans, an entity should include a statement in the notes to its financial statements indicating that there is substantial doubt about the entity&#x2019;s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). The entity should disclose information that enables users of the financial statements to understand all of the following:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">a.</td> <td valign="top" align="left">Principal conditions or events that raise substantial doubt about the entity&#x2019;s ability to continue as a going concern</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 6px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">b.</td> <td valign="top" align="left">Management&#x2019;s evaluation of the significance of those conditions or events in relation to the entity&#x2019;s ability to meet its obligations</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">c.</td> <td valign="top" align="left">Management&#x2019;s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity&#x2019;s ability to continue as a going concern.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-15 is effective for the annual period ending after December&#xA0;15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the Company&#x2019;s consolidated financial statements.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial statement items that are measured at fair value on a recurring basis:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="65%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;1</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;2</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;3</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,900</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,900</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">307,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">307,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">637,722</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">637,722</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">527,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,199,583</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,726,952</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread purchased from PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,166</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,166</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Derivative assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">&#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Call options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">&#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative assets before netting</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,512</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,391</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Netting (1)</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative assets after netting</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,512</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">57,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">57,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">143,412</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,476,655</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,453,785</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,071,568</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing of the variable interest entity at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,920</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,920</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Derivative liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Treasury futures sales contracts</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">&#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Total derivative liabilities before netting</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,683</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,178</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Netting (1)</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Total derivative liabilities after netting</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,683</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Total liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">172,603</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">168,350</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="66%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>December 31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;1</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;2</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;3</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">92,398</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">92,398</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">458,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">458,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">523,652</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,076,665</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,600,317</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread purchased from PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Derivative assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative assets</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,962</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Netting (1)</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative assets after netting</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">92,398</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,197,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,462,478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,739,532</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing of the variable interest entity at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Derivative liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,715</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Netting (1)</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,715</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">174,130</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">167,376</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Net gain on investments is summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net gain (loss) on investments:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,416</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(1,347</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Hedging derivatives</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,802</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,310</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,614</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,657</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency debt security</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread purchased from PFSI at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">227,488</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">206,988</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,037</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,459</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,279</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">201,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">207,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">103,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <b><i>Income Taxes</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company has elected to be taxed as a REIT and the Manager believes the Company complies with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, the Manager believes the Company will not be subject to federal income tax on that portion of its REIT taxable income that is distributed to shareholders as long as certain asset, income and share ownership tests are met. If PMT fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of the Company&#x2019;s REIT qualification.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company&#x2019;s taxable REIT subsidiaries are subject to federal and state income taxes. Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which the Manager expects those temporary differences to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Subject to the Manager&#x2019;s judgment, a valuation allowance is established if realization of deferred tax assets is not more likely than not. The Company recognizes a tax benefit relating to tax positions it takes only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. A tax position that meets this standard is recognized as the largest amount that exceeds 50&#xA0;percent likelihood of being realized upon settlement. The Company will classify any penalties and interest as a component of income tax expense.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> As of December&#xA0;31, 2014 and 2013, the Company was not under examination by any federal or state income taxing authority.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Short-Term Investments</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Short-term investments are carried at fair value with changes in fair value recognized in current period income. Short-term investments represent money market deposit accounts. The Company&#x2019;s short-term investments are classified as a &#x201C;Level&#xA0;1&#x201D; fair value financial statement item.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note&#xA0;32&#x2014;Segments and Related Information</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company has two segments: correspondent production and investment activities.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">The correspondent production segment represents the Company&#x2019;s operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of MBS, using the services of PFSI.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 17%; MARGIN-TOP: 6pt"> Most of the loans the Company has acquired in its correspondent production activities have been eligible for sale to government-sponsored entities such as Fannie Mae and Freddie Mac or through government agencies such as Ginnie Mae.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">The investment activities segment represents the Company&#x2019;s investments in mortgage-related assets, which include distressed mortgage loans, REO, MBS, MSRs and ESS. The Company seeks to maximize the value of the distressed mortgage loans that it acquires through proprietary loan modification programs, special servicing or other initiatives focused on keeping borrowers in their homes. Where this is not possible, such as in the case of many nonperforming mortgage loans, the Company seeks to effect property resolution in a timely, orderly and economically efficient manner, including through the use of resolution alternatives to foreclosure.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Financial highlights by operating segment are summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="51%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 106pt"> <b>Year ended December&#xA0;31, 2014</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Correspondent<br /> production</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Investment<br /> activities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Intersegment<br /> elimination&#xA0;&amp;&#xA0;other</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net investment income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" colspan="5"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on mortgage loans acquired for sale</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,647</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,647</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">201,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">201,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,022</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">150,714</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,388</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">172,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,899</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(72,078</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,388</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(85,589</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,123</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">78,636</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">86,759</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">37,893</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">37,893</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other income (loss)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,290</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(23,657</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,367</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">62,060</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">294,681</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">356,741</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Expenses:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" colspan="5"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,872</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">86,404</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">136,276</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,357</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">37,644</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">41,001</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">53,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">124,048</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">177,277</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pre-tax income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,831</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">170,633</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">179,464</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total assets at period end</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">654,476</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,249,820</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,904,296</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="16"></td> <td height="16" colspan="4"></td> <td height="16" colspan="4"></td> <td height="16" colspan="4"></td> <td height="16" colspan="4"></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 106pt"> <b>Year ended December&#xA0;31, 2013</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Correspondent<br /> production</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Investment<br /> activities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Intersegment<br /> elimination &amp; other</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net investment income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" colspan="5"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on mortgage loans acquired for sale</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">98,669</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">98,669</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">207,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">207,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33,727</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">94,435</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,300</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">122,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,808</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(43,714</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,300</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(65,222</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,919</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">50,721</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">57,640</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">32,791</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">32,791</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other investment income (loss)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17,715</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,055</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,660</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">123,303</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">282,215</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">405,518</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Expenses:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" colspan="5"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">78,552</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">69,699</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,284</td> <td valign="bottom" nowrap="nowrap">(1)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">151,535</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">861</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,487</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">79,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">108,186</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,284</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,883</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pre-tax income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">43,890</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">174,029</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(3,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">214,635</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total assets at period end</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">472,089</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,838,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,310,917</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">Corporate absorption of fulfillment fees for transition adjustment related to the amended and restated management agreement effective February&#xA0;1, 2013.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="53%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 106pt"> <b>Year ended December&#xA0;31, 2012</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Correspondent<br /> production</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Investment<br /> activities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Intersegment<br /> elimination&#xA0;&amp;&#xA0;other</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net investment income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on mortgage loans acquired for sale</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">147,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">147,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,733</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(88</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">72,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,289</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20,441</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">88</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(31,642</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,444</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">32,355</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">40,799</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(754</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(754</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other investment income (loss)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,545</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,157</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">166,664</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">136,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">303,526</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Expenses:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">64,912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29,038</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">93,950</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,253</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,501</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,754</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">66,165</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">50,539</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">116,704</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pre-tax income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">100,499</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">86,323</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">186,822</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total assets at period end</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,004,399</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,555,264</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,559,663</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> Large Accelerated Filer No <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note&#xA0;34&#x2014;Supplemental Cash Flow Information</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash paid for interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">94,116</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">67,374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">31,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income tax (refund) paid</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(6,562</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(9,200</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,700</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Non-cash investing activities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans acquired for sale at fair value to mortgage loans at fair value held by variable interest entity</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">536,776</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans and advances to real estate acquired in settlement of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">364,945</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">185,061</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">112,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans acquired for sale to mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">18</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchase of mortgage loans financed through forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">246,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,070</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans under forward purchase agreements to mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">205,902</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,347</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">117,913</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans under forward purchase agreements and advances to REO under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,448</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,633</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Receipt of MSRs as proceeds from sales of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">121,333</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">183,032</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">134,682</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchase of REO financed through forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">38</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Receipt of ESS pursuant to recapture agreement with PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,343</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of REO under forward purchase agreements to REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">117</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">21,819</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Non-cash financing activities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchase of mortgage loans financed through forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">246,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,070</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchase of REO financed through forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">38</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans at fair value financed through agreements to repurchase to REO financed under agreements to repurchase</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,731</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">44,395</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Dividends payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,894</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">41,570</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> -0.084 <div> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 10pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 8%; -webkit-text-stroke-width: 0px"> The following is a summary of changes in items measured using Level 3 inputs on a recurring basis:</p> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 12pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="46%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="22" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> loans</b><br /> <b>at fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> loans under<br /> forward<br /> purchase<br /> agreements</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Excess<br /> servicing<br /> spread</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Interest</b><br /> <b>rate lock<br /> commitments&#xA0;(1)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> servicing<br /> rights</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2013</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,076,665</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,461,217</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">554,604</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">99,728</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">655,718</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments and sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(572,586</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,413</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,257</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(139</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(618,395</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Accrual of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> ESS received pursuant to a recapture agreement with PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,342</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,342</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments issued, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">56,367</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">56,268</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Capitalization of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">65,050</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,800</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">66,850</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing received as proceeds from sales of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Changes in fair value included in income arising from:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Changes in instrument-specific credit risk</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34,785</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,815</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">36,600</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other factors</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">179,896</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,012</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(28,662</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17,326</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">151,221</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">214,681</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(28,662</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17,326</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">187,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans under forward purchase agreements to mortgage loans</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">205,902</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(205,902</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans to REO</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(344,733</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(344,733</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,802</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,802</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of interest rate lock commitments to mortgage loans acquired for sale</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(69,281</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(69,503</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2014</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,199,583</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">191,166</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,661</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">57,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,453,768</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value recognized during the period relating to assets still held at December&#xA0;31, 2014</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">134,724</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(28,662</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,661</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">95,075</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; WHITE-SPACE: normal; BORDER-BOTTOM: rgb(0,0,0) 1px solid; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: medium/8pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; WIDTH: 188px; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">For the purpose of this table, the interest rate lock asset and liability positions are shown net.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 12pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0px; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 1px 'Times New Roman'; MARGIN-TOP: 12px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="39%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="26" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Mortgage</b><br /> <b>loans</b><br /> <b>at fair value</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Agency</b><br /> <b>Debt</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Mortgage<br /> loans<br /> under</b><br /> <b>forward<br /> purchase</b><br /> <b>agreements</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Excess</b><br /> <b>servicing</b><br /> <b>spread</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Net interest</b><br /> <b>rate lock</b><br /> <b>commitments&#xA0;(1)</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Mortgage</b><br /> <b>servicing</b><br /> <b>rights</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Total</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="26" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2012</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,189,971</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">19,479</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,346</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,210,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,063,162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">246,525</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">139,028</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,419</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,462,134</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments and sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(255,210</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,725</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,319</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,076</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(288,330</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Accrual of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments issued, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">83,515</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">83,515</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Capitalization of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,481</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,481</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing received as proceeds from sales of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,071</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,071</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Changes in fair value included in income arising from:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Changes in instrument-specific credit risk</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">44,018</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,305</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46,323</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other factors</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">153,639</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,674</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">141,144</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197,657</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,720</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,674</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">187,467</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans under forward purchase agreements to mortgage loans</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15,347</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,347</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans to REO</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(177,743</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(177,743</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,451</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,451</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of interest rate lock commitments to mortgage loans acquired for sale</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(75,071</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(75,071</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2013</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,076,665</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,461,217</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value recognized during the period relating to assets still held at December&#xA0;31, 2013</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">132,339</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,244</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">145,596</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 1px 'Times New Roman'; MARGIN-TOP: 12px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="54%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="22" align="center"><b>December&#xA0;31, 2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> Loans</b><br /> <b>at fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> loans</b><br /> <b>under<br /> forward<br /> purchase<br /> agreements</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage-<br /> backed<br /> securities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Interest</b><br /> <b>rate lock<br /> commitments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> servicing<br /> rights</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2011</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">696,266</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">129,310</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">72,813</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,772</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">749</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">904,910</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">541,696</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,075</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">542,791</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(169,877</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,292</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(21,888</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(206,057</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments issued, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">212,555</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">212,555</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Capitalization of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(52,133</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(79</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(52,212</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Accrual of unearned discounts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing received as proceeds from sales of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Changes in fair value included in income arising from:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Changes in&#xA0;<font style="WHITE-SPACE: nowrap">instrument-specific</font>&#xA0;credit risk</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,878</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(708</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,170</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other factors</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">68,772</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,293</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">845</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(144</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">78,766</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">93,650</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,293</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">845</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">102,936</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans under forward purchase agreements to mortgage loans</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">117,913</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(117,913</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans to REO</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(109,440</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(109,440</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans under forward purchase agreements to REO under forward purchase agreements</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,473</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,473</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer to mortgage loans acquired for sale</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of interest rate lock commitments to mortgage loans acquired for sale</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(198,848</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(198,848</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2012</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,189,971</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19,479</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,346</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,210,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value recognized during the year relating to assets still held&#xA0;at&#xA0;December 31, 2012</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">51,022</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19,479</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">69,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 12pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"> <tr> <td width="78%"></td> <td valign="bottom" width="15%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Securities&#xA0;sold&#xA0;under<br /> agreements to<br /> repurchase</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2011</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">115,493</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value included in income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">752,343</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Repurchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(867,836</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2012</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value recognized during the year relating to liabilities still outstanding at December&#xA0;31, 2012</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <br class="Apple-interchange-newline" /></div> The performance incentive fee is calculated quarterly and is equal to (a) 10% of the amount by which net income for the quarter exceeds (i) an 8% return on equity plus the high watermark, up to (ii) a 12% return on equity; plus (b) 15% of the amount by which net income for the quarter exceeds (i) a 12% return on equity plus the high watermark, up to (ii) a 16% return on equity; plus (c) 20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark. 298000 48975000 -366036000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;4&#x2014;Transactions with Related Parties</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 6pt"> <i>Management Fees</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Before February&#xA0;1, 2013, under a management agreement, PMT paid PCM a base management fee which was calculated at 1.5%&#xA0;per year of shareholders&#x2019; equity. The management agreement also provided for a performance incentive fee. The performance incentive fee was calculated at 20%&#xA0;per year of the amount by which &#x201C;core earnings,&#x201D; on a rolling four-quarter basis and before the incentive fee, exceeded an 8% &#x201C;hurdle rate&#x201D; as defined in the management agreement. The Company did not incur a performance incentive fee before February&#xA0;1, 2013.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Effective February&#xA0;1, 2013, the management agreement was amended to provide that:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">The base management fee is calculated quarterly and is equal to the sum of (i)&#xA0;1.5% per year of shareholders&#x2019; equity up to $2&#xA0;billion, (ii)&#xA0;1.375% per year of shareholders&#x2019; equity in excess of $2&#xA0;billion and up to $5&#xA0;billion, and (iii)&#xA0;1.25% per year of shareholders&#x2019; equity in excess of $5&#xA0;billion.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">The performance incentive fee is calculated at a defined annualized percentage of the amount by which &#x201C;net income,&#x201D; on a rolling four-quarter basis and before deducting the incentive fee, exceeds certain levels of return on &#x201C;equity.&#x201D;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 17%; MARGIN-TOP: 6pt"> The performance incentive fee is calculated quarterly and is equal to: (a)&#xA0;10% of the amount by which net income for the quarter exceeds (i)&#xA0;an 8% return on equity plus the high watermark, up to (ii)&#xA0;a 12% return on equity; plus (b)&#xA0;15% of the amount by which net income for the quarter exceeds (i)&#xA0;a 12% return on equity plus the high watermark, up to (ii)&#xA0;a 16% return on equity; plus (c)&#xA0;20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 17%; MARGIN-TOP: 6pt"> For the purpose of determining the amount of the performance incentive fee:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 17%; MARGIN-TOP: 6pt"> &#x201C;Net income&#x201D; is defined as net income or loss computed in accordance with GAAP and certain other non-cash charges determined after discussions between PCM and PMT&#x2019;s independent trustees and after approval by a majority of PMT&#x2019;s independent trustees.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 17%; MARGIN-TOP: 6pt"> &#x201C;Equity&#x201D; is the weighted average of the issue price per common share of all of PMT&#x2019;s public offerings, multiplied by the weighted average number of common shares outstanding (including restricted share units) in the four-quarter period.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 17%; MARGIN-TOP: 6pt"> The &#x201C;high watermark&#x201D; is the quarterly adjustment that reflects the amount by which the net income (stated as a percentage of return on equity) in that quarter exceeds or falls short of the lesser of 8% and the Fannie Mae MBS yield (the target yield) for such quarter. The &#x201C;high watermark&#x201D; starts at zero and is adjusted quarterly. If the net income is lower than the target yield, the high watermark is increased by the difference. If the net income is higher than the target yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns to zero. As a result, the threshold amounts required for PCM to earn a performance incentive fee are adjusted cumulatively based on the performance of PMT&#x2019;s net income over (or under) the target yield, until the net income in excess of the target yield exceeds the then-current cumulative high watermark amount, and a performance incentive fee is earned.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The base management fee and the performance incentive fee are both payable quarterly in arrears. The performance incentive fee may be paid in cash or in PMT&#x2019;s common shares (subject to a limit of no more than 50% paid in common shares), at the Company&#x2019;s option.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of the base management and performance incentive fees recorded by the Company:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Management fee:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" colspan="9"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Base</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">23,330</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">19,644</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,436</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Performance incentive</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,705</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,766</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total management fee incurred during the year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,035</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">32,410</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,436</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In the event of termination of the management agreement between the Company and PFSI, PFSI may be entitled to a termination fee in certain circumstances. The termination fee is equal to three times the sum of (a)&#xA0;the average annual base management fee, and (b)&#xA0;the average annual performance incentive fee earned by PFSI, in each case during the 24-month period before termination.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Mortgage Loan Servicing</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company, through its Operating Partnership, has a loan servicing agreement with PLS. Before February&#xA0;1, 2013, the servicing fee rates were based on the risk characteristics of the mortgage loans serviced and total servicing compensation was established at levels that the Manager believed were competitive with those charged by other servicers or specialty servicers, as applicable.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Servicing fee rates for nonperforming loans ranged between 50 and 100 basis points per year on the unpaid principal balance of the mortgage loans serviced on the Company&#x2019;s behalf. PLS was also entitled to certain customary market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and late charges, as well as interest on funds on deposit in custodial accounts. In the event PLS either effected a refinancing of a loan on the Company&#x2019;s behalf and not through a third party lender and the resulting loan was readily saleable, or originated a loan to facilitate the disposition of real estate that the Company had acquired in settlement of a loan, PLS was entitled to receive market-based fees and compensation from the Company.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">For mortgage loans serviced by the Company as a result of acquisitions and sales with servicing rights retained in connection with the Company&#x2019;s correspondent production business, PLS was entitled to base subservicing fees and other customary market-based fees and charges as described above.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Effective February&#xA0;1, 2013, the servicing agreement was amended to provide for servicing fees earned by PLS that changed from being based on a percentage of the mortgage loan&#x2019;s unpaid principal balance to fixed per-loan monthly amounts based on the delinquency, bankruptcy and/or foreclosure status of the serviced loan or the REO. PLS also remains entitled to market-based fees and charges including boarding and deboarding, liquidation and disposition fees, assumption, modification and origination fees and late charges relating to loans it services for the Company.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">The base servicing fees for distressed whole loans are calculated based on a monthly per-loan dollar amount, with the actual dollar amount for each loan based on the delinquency, bankruptcy and/or foreclosure status of such loan or the related underlying real estate. Presently, the base servicing fees for distressed whole loans range from $30 per month for current loans up to $125 per month for loans that are severely delinquent and in foreclosure.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" align="left">The base servicing fees for non-distressed loans subserviced by PLS on the Company&#x2019;s behalf are also calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the mortgage loan is a fixed-rate or adjustable-rate loan. The base servicing fees for loans subserviced on the Company&#x2019;s behalf are $7.50 per month for fixed-rate loans and $8.50 per month for adjustable rate mortgage loans. To the extent that these loans become delinquent, PLS is entitled to an additional servicing fee per mortgage loan falling within a range of $10 to $75 per month based on the delinquency, bankruptcy and foreclosure status of the mortgage loan or the related underlying real estate. PLS is also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees.</p> </td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">PLS is required to provide a range of services and activities significantly greater in scope than the services provided in connection with a customary servicing arrangement because the Company does not have any employees or infrastructure. For these services, PLS receives a supplemental fee of $25 per month for each distressed whole loan and $3.25 per month for each subserviced mortgage loan; provided, however, that from and after January&#xA0;1, 2014, the aggregate supplemental servicing fees for all mortgage loans that are owned by a third party investor and with respect to which the Company has acquired the related servicing rights (and that are not distressed whole loans) shall not exceed $700,000 in any fiscal quarter. PLS is entitled to reimbursement for all customary, good faith reasonable and necessary out-of-pocket expenses incurred in performance of its servicing obligations.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">PLS, on behalf of the Company, currently participates in the Home Affordable Modification Program (&#x201C;HAMP&#x201D;) of the U.S. Department of the Treasury and U.S. Department of Housing and Urban Development (&#x201C;HUD&#x201D;) (and other similar mortgage loan modification programs). HAMP establishes standard loan modification guidelines for &#x201C;at risk&#x201D; homeowners and provides incentive payments to certain participants, including loan servicers, for achieving modifications and successfully remaining in the program. The loan servicing agreement entitles PLS to retain any incentive payments made to it and to which it is entitled under HAMP; provided, however, that with respect to any such incentive payments paid to PLS under HAMP in connection with a mortgage loan modification for which the Company previously paid PLS a modification fee, PLS shall reimburse the Company an amount equal to the incentive payments.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of mortgage loan servicing fees earned by PLS:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Base</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">103</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">262</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">204</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Activity-based</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">300</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">252</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">562</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">204</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans at fair value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Base</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,953</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,458</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">14,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Activity-based</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,814</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,276</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,561</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,404</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSRs:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Base</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,515</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,274</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Activity-based</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">194</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">305</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,709</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,579</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">52,522</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">39,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">18,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The term of the servicing agreement, as amended, expires on February&#xA0;1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the servicing agreement.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <i>Correspondent Production</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> PLS is entitled to a fulfillment fee based on the type of mortgage loan that the Company acquires and equal to a percentage of the unpaid principal balance of such mortgage loan.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Before February&#xA0;1, 2013, the Company paid PLS a fulfillment fee of 50 basis points of the unpaid principal balance of mortgage loans sold to non-affiliates where the Company is approved or licensed to sell to such non-affiliate. Effective February&#xA0;1, 2013, the mortgage banking and warehouse services agreement provides for a fulfillment fee paid to PLS based on the type of mortgage loan that the Company acquires. The fulfillment fee is equal to a percentage of the unpaid principal balance of mortgage loans purchased by the Company, with the addition of potential fee rate discounts applicable to the Company&#x2019;s monthly purchase volume in excess of designated thresholds. PLS has also agreed to provide such services exclusively for the Company&#x2019;s benefit, and PLS and its affiliates are prohibited from providing such services for any other party.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Presently, the applicable percentages are (i)&#xA0;0.50% for conventional mortgage loans, (ii)&#xA0;0.88% for loans sold in accordance with the Ginnie Mae Mortgage-Backed Securities Guide, (iii)&#xA0;0.80% for the U.S. Department of the Treasury and HUD&#x2019;s Home Affordable Refinance Program (&#x201C;HARP&#x201D;) mortgage loans with a loan-to-value ratio of 105% or less, (iv)&#xA0;1.20% for HARP mortgage loans with a loan-to-value ratio of greater than 105%, and (v)&#xA0;0.50% for all other mortgage loans not contemplated above; provided, however, that PLS may, in its sole discretion, reduce the amount of the applicable fulfillment fee and credit the amount of such reduction to the reimbursement otherwise due as described below. This reduction may only be credited to the reimbursement applicable to the month in which the related mortgage was funded.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company does not hold the Ginnie Mae approval required to issue securities guaranteed by Ginnie Mae MBS and act as a servicer. Accordingly, under the mortgage banking and warehouse services agreement, PLS currently purchases loans salable in accordance with the Ginnie Mae Mortgage-Backed Securities Guide &#x201C;as is&#x201D; and without recourse of any kind from the Company at cost less any administrative fees paid by the Correspondent to PMT plus accrued interest and a sourcing fee of three basis points.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In the event that the Company purchases mortgage loans with an aggregate unpaid principal balance in any month greater than $2.5 billion and less than $5 billion, PLS has agreed to discount the amount of such fulfillment fees by reimbursing PMT an amount equal to the product of (i)&#xA0;0.025%, (ii)&#xA0;the amount of unpaid principal balance in excess of $2.5 billion and (iii)&#xA0;the percentage of the aggregate unpaid principal balance relating to mortgage loans for which PLS collected fulfillment fees in such month. In the event the Company purchases mortgage loans with an aggregate unpaid principal balance in any month greater than $5 billion, PLS has agreed to further discount the amount of fulfillment fees by reimbursing the Company an amount equal to the product of (i)&#xA0;0.05%, (ii)&#xA0;the amount of unpaid principal balance in excess of $5 billion and (iii)&#xA0;the percentage of the aggregate unpaid principal balance relating to mortgage loans for which PLS collected fulfillment fees in such month.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In consideration for the mortgage banking services provided by PLS with respect to the Company&#x2019;s acquisition of mortgage loans under PLS early purchase program, PLS is entitled to fees accruing (i)&#xA0;at a rate equal to $25,000 per year per early purchase facility administered, and (ii)&#xA0;in the amount of $50 for each mortgage loan the Company acquires. In consideration for the warehouse services provided by PLS with respect to mortgage loans that the Company finances for its warehouse lending clients, with respect to each facility, PLS is entitled to fees accruing (i)&#xA0;at a rate equal to $25,000 per year per warehouse line administered, and (ii)&#xA0;in the amount of $50 for each mortgage loan that the Company finances thereunder. Where the Company has entered into both an early purchase agreement and a warehouse lending agreement with the same client, PLS shall only be entitled to one $25,000 per annum fee and, with respect to any mortgage loan that becomes subject to both such agreements, only one $50 per loan fee.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The term of the mortgage banking and warehouse services agreement expires on February&#xA0;1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt; TEXT-INDENT: 8%"> Following is a summary of correspondent production activity between the Company and PLS:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="61%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" nowrap="nowrap" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Fulfillment fee expense earned by PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">48,719</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">79,712</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">62,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of loans fulfilled by PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,476,448</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,225,153</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">13,028,375</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Sourcing fees earned from PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,676</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,611</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,505</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Fair value of loans sold to PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">16,431,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">16,113,806</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,864,264</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At period end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans included in mortgage loans acquired for sale pending sale to PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">209,325</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">112,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">153,326</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Investment Activities</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Pursuant to the terms of a MSR recapture agreement, effective February&#xA0;1, 2013, if PLS refinances through its retail lending business loans for which the Company previously held the MSRs, PLS is generally required to transfer and convey to one of the Company&#x2019;s wholly-owned subsidiaries without cost to the Company, the MSRs with respect to new mortgage loans originated in those refinancings (or, under certain circumstances, other mortgage loans) that have an aggregate unpaid principal balance that is not less than 30% of the aggregate unpaid principal balance of all the loans so originated. Where the fair value of the aggregate MSRs to be transferred for the applicable month is less than $200,000, PLS may, at its option, pay cash to PMT in an amount equal to such fair value in lieu of transferring such MSRs. MSR recapture amounts are shown in Note 27&#x2014;<i>Net loan servicing fees</i>. The MSR recapture agreement expires, unless terminated earlier in accordance with the agreement, on February&#xA0;1, 2017, subject to automatic renewal for additional 18-month periods.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Pursuant to three master spread acquisition and MSR servicing agreements, effective February&#xA0;1, 2013, December&#xA0;30, 2013, and December 19, 2014, PMT may acquire from PLS the rights to receive certain ESS arising from MSRs acquired by PLS, in which case PLS generally would be required to service or subservice the related mortgage loans. The terms of each transaction under each master spread acquisition and MSR servicing agreement will be subject to the terms of such agreement as modified and supplemented by the terms of a confirmation executed in connection with such transaction.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of investment activity between the Company and PCM:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Purchases of excess servicing spread</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">99,728</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,028</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest income from excess servicing spread</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">13,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,091</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net (loss) gain on excess servicing spread purchased at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(28,663</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Excess servicing spread recapture recognized</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSR recapture recognized</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">709</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Other Transactions</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> In connection with the initial public offering of PMT&#x2019;s common shares (&#x201C;IPO&#x201D;) on August&#xA0;4, 2009, the Company entered into an agreement with PCM pursuant to which the Company agreed to reimburse PCM for the $2.9 million payment that it made to the IPO underwriters if the Company satisfied certain performance measures over a specified period of time (the &#x201C;Conditional Reimbursement&#x201D;). Effective February&#xA0;1, 2013, the Company amended the terms of the reimbursement agreement to provide for the reimbursement of PCM of the Conditional Reimbursement if the Company is required to pay PCM performance incentive fees under the management agreement at a rate of $10 in reimbursement for every $100 of performance incentive fees earned. The reimbursement of the Conditional Reimbursement is subject to a maximum reimbursement in any particular 12-month period of $1.0 million and the maximum amount that may be reimbursed under the agreement is $2.9 million. During the years ended December&#xA0;31, 2014 and 2013, the Company paid $651,000 and $944,000 to PCM, respectively. No payments were made to PCM during the year ended December&#xA0;31, 2012.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company has also agreed to pay the IPO underwriters an amount to which it agreed at the time of the offering if the Company satisfies certain performance measures over a specified period. As PCM earns performance incentive fees under the management agreement, such underwriters will be paid at a rate of $20 of payments for every $100 of performance incentive fees earned by PCM. The payment to the underwriters is subject to a maximum reimbursement in any particular 12-month period of $2.0 million and the maximum amount that may be paid under the agreement is $5.9 million. During the years ended December&#xA0;31, 2014 and 2013, $1.7 million and $1.9 million was paid to the underwriters, respectively. No payments were made to the underwriters during the year ended December&#xA0;31, 2012.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In the event the termination fee is payable to PCM under the management agreement and PCM and the underwriters have not received the full amount of the reimbursements and payments under the reimbursement agreement, such amount will be paid in full. The term of the reimbursement agreement expires on February&#xA0;1, 2019.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The Company reimburses PCM and its affiliates for other expenses, including common overhead expenses incurred on its behalf by PCM and its affiliates, in accordance with the terms of its management agreement as summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Reimbursement of:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Common overhead incurred by PCM and its affiliates</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,850</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,989</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,183</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Expenses incurred on the Company&#x2019;s behalf</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">792</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,638</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,146</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,627</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,329</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Payments and settlements during the period (1)</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">99,987</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">121,230</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">85,554</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Payments and settlements include payments for management fees and correspondent production activities itemized in the preceding tables and netting settlements made pursuant to master netting agreements between the Company and PFSI.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Amounts due to PCM and its affiliates are summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="8%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="8%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,<br /> 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,<br /> 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Management fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,426</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,924</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Allocated expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,088</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,009</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unsettled ESS investment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,836</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Servicing fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,457</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,915</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Contingent underwriting fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,136</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,788</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">23,943</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">18,636</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Amounts due from PCM and its affiliates totaled $6.6 million and $6.0 million at December&#xA0;31, 2014 and 2013, respectively. At December&#xA0;31, 2014, the balance represents payments receivable relating to cash flows from the Company&#x2019;s investment in ESS and amounts receivable relating to unsettled ESS recaptures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> PNMAC held 75,000 of the Company&#x2019;s common shares at both December&#xA0;31, 2014 and December&#xA0;31, 2013.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt" align="center"><b>PENNYMAC MORTGAGE INVESTMENT TRUST</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>CONDENSED BALANCE SHEETS</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="82%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"> <b>(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top" align="center"><b>Assets</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="top"></td> <td valign="top"></td> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="top"></td> <td valign="top"></td> <td valign="top"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Short-term investment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">506</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,340</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Investments in subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,637,927</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,527,213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Receivables from subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">522</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">521</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total assets</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,639,216</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,529,090</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top" align="center"><b>Liabilities</b></td> <td valign="bottom"></td> <td valign="top"></td> <td valign="top"></td> <td valign="top"></td> <td valign="bottom"></td> <td valign="top"></td> <td valign="top"></td> <td valign="top"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Dividends payable</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,482</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">41,570</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Accounts payable and accrued liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,988</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,825</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Due to affiliates</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,548</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,788</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Payables to subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">378</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income taxes payable</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">126</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">67</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">50,482</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,628</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top" align="center"><b>Shareholders&#x2019; equity</b></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,588,734</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,481,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total liabilities and shareholders&#x2019; equity</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,639,216</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,529,090</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>PENNYMAC MORTGAGE INVESTMENT TRUST</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>CONDENSED STATEMENTS OF INCOME</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Income</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Dividends from subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">174,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">148,520</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,135</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Intercompany</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,256</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">61</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Debt guarantee fees receivable from PennyMac Corp., LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,250</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">833</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total income</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">175,461</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149,377</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">109,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Expenses</b></p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Intercompany interest</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">167</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,321</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total expenses</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,488</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income before provision for income taxes and equity in undistributed earnings in subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">175,435</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">107,964</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Provision for income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">372</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">86</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income before equity in undistributed earnings of subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">175,063</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149,252</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">107,964</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Equity in undistributed earnings of subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,288</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,940</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,845</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,351</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">199,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">136,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>PENNYMAC MORTGAGE INVESTMENT TRUST</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>CONDENSED STATEMENTS OF CASH FLOWS</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Cash flows from operating activities:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,351</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">199,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">136,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Adjustments to reconcile net income to net cash provided by operating activities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Equity in undistributed earnings of subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(23,288</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(49,940</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(28,845</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Decrease (increase) in receivables from subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> (Increase) decrease in other assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(316</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">943</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> (Decrease) increase in accounts payable and accrued liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(837</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,582</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">524</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> (Decrease) increase in due to affiliates</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(652</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,169</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> (Decrease) increase payable to subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(40</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">314</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,472</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Increase in income taxes payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">59</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">67</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Net cash provided by operating activities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">173,699</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">145,550</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">145,951</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Cash flows from investing activities:</b></p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Increase in investment in subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(89,618</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(249,315</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(666,101</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net decrease in short-term investments</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">834</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,059</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,148</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Net cash used by investing activities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(88,784</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(247,256</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(657,953</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Cash flows from financing activities:</b></p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Proceeds from issuance of common shares</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">90,588</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">261,595</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">608,184</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Payment of common share underwriting and offering costs</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,070</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,321</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,360</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Payment of dividends</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(174,433</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(147,568</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(94,822</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Net cash (used) provided by financing activities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(84,915</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">101,706</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">512,002</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net change in cash</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash at beginning of period</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Non-cash financing activity &#x2014; dividends payable</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,894</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">41,570</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The following table summarizes the Company&#x2019;s estimate of amortization of its existing MSRs carried at amortized cost. This projection was developed using assumptions made by the Manager in its December&#xA0;31, 2014 valuation of MSRs. The assumptions underlying the following estimate will change as market conditions and portfolio composition and behavior change, causing both actual and projected amortization levels to change over time. Therefore, the following estimates will change in a manner and amount not presently determinable by the Manager.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"> <tr> <td width="82%"></td> <td valign="bottom" width="10%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 90.65pt"> <b>Year ending December&#xA0;31,</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Estimated&#xA0;MSR<br /> amortization</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2015</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">32,122</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2016</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,986</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2017</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29,893</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2018</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,244</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2019</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,680</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Thereafter</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162,212</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">308,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 21.05 234466 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Consolidation</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The consolidated financial statements include the accounts of PMT and all wholly-owned subsidiaries. PMT has no significant equity method or cost-basis investments. Intercompany accounts and transactions have been eliminated upon consolidation. The Company also consolidates assets and liabilities included in certain securitization transactions and forward purchase agreements as discussed below.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Securitizations</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company enters into various types of on- and off-balance sheet transactions with special purpose entities (&#x201C;SPEs&#x201D;), which are trusts that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, the Company transfers mortgage loans on its balance sheet to an SPE, which then issues to investors various forms of interests in those assets. In a securitization transaction, the Company typically receives cash and/or interests in an SPE in exchange for the assets transferred by the Company.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> SPEs are generally considered variable interest entities (&#x201C;VIEs&#x201D;). A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors at risk lack the ability to control the entity&#x2019;s activities. Variable interests are investments or other interests that will absorb portions of a VIE&#x2019;s expected losses or receive portions of the VIE&#x2019;s expected residual returns.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company consolidates the assets and liabilities of VIEs of which the Company is the primary beneficiary. The primary beneficiary is the party that has both the power to direct the activities that most significantly impact the VIE and holds a variable interest that could potentially be significant to the VIE. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The Company evaluates the securitization trust into which mortgage loans are sold to determine whether the entity is a VIE and whether the Company is the primary beneficiary and therefore whether it is required to consolidate the securitization trust. For the VIE consolidated by the Company, PMT determined it was the primary beneficiary of the VIE as it had the power, through its affiliate, PLS, in its role as servicer of the mortgage loans, to direct the activities of the trust that most significantly impact the trust&#x2019;s economic performance and the retained subordinated and residual interest trust certificates expose the Company to potentially significant losses and returns.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The asset-backed securities issued by the consolidated VIE are backed by the expected cash flows from the underlying mortgage loans. Cash inflows from these mortgage loans are distributed to investors and service providers in accordance with the contractual priority of payments and, as such, most of these inflows must be directed first to service and repay the senior notes or certificates. After these senior obligations are settled, substantially all cash inflows will be directed to the subordinated notes until fully repaid and, thereafter, to the residual interest that the Company owns in the trust.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company retains interests in the securitization transaction, including senior and subordinated notes or certificates and residual interests issued by the VIE. The Company retains credit risk in the securitization because the Company&#x2019;s retained interests include the most subordinated interests in the securitized assets, which are the first to absorb credit losses on those assets. The Company expects that any credit losses in the pools of securitized assets will likely be limited to the Company&#x2019;s subordinated and residual retained interests. The Company has no obligation to repurchase or replace securitized assets that subsequently become delinquent or are otherwise in default other than pursuant to breaches of representations and warranties.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> For financial reporting purposes, the mortgage loans and securities owned by the consolidated VIE are shown under a separate statement following the Company&#x2019;s consolidated balance sheets. The securities issued to third parties by the consolidated VIE are classified as secured borrowings and shown as<i>&#xA0;Asset-backed secured financing</i> on the Company&#x2019;s consolidated balance sheets. The Company includes the interest income earned on the loans owned at the VIE and interest expense attributable to the asset-backed securities issued by the VIE on its consolidated income statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Forward Purchase Agreements</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company enters into transactions whereby it agrees to purchase identified pools of mortgage loans and real estate at a later date while assuming all of the responsibilities for servicing the loans and the risks and rewards relating to holding such mortgage loans as of a cutoff date that is before the loans are purchased. All of the changes in the fair value and cash flows of the assets subject to forward purchase agreements are attributable solely to the Company, and such cash flows can only be used to settle the related liability. Such transactions are referred to as forward purchase agreements. Under forward purchase agreements, the assets are held by the seller within a separate trust entity. The Manager has concluded that the Company is the primary beneficiary of those assets and therefore consolidates those assets and related liabilities in the separate trust entity.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company&#x2019;s interests in the assets subject to forward purchase agreements are deemed to be contractually segregated from all other interests in the separate trust entity. When assets are contractually segregated, they are often referred to as a &#x201C;silo.&#x201D; For these transactions, the silo consists of the assets subject to forward purchase agreements and its related liability. The Company directs all of the activities that drive the economic results of the assets subject to forward purchase agreements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> The assets subject to forward purchase agreements are included on the Company&#x2019;s consolidated balance sheet as <i>Mortgage loans under forward purchase agreements at fair value</i> and <i>Real estate acquired in settlement of loans under forward purchase agreements</i> and the related liabilities are included as <i>Borrowings under forward purchase agreements</i>.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Derivative Financial Instruments</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> In its loan origination activities, the Company makes contractual commitments to loan applicants to originate mortgages at specified interest rates (&#x201C;interest rate lock commitments&#x201D; or &#x201C;IRLCs&#x201D;). These commitments are accounted for as derivative financial instruments. The Company manages the risk created by IRLCs relating to mortgage loans acquired for sale by entering into forward sale agreements to sell the mortgage loans and by the purchase and sale of interest rate options and futures. Such agreements are also accounted for as derivative financial instruments. These instruments may also be used to manage the risk created by changes in interest rates on certain of the MBS and MSRs the Company holds. The Company classifies its IRLCs as &#x201C;Level 3&#x201D; fair value financial statement items and the derivative financial instruments it acquires to manage the risks created by IRLCs and holding MBS, mortgage loans pending sale and MSRs as &#x201C;Level&#xA0;1&#x201D; or &#x201C;Level&#xA0;2&#x201D; fair value financial statement items.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company accounts for its derivative financial instruments as free-standing derivatives. The Company does not designate its derivative financial instruments for hedge accounting. All derivative financial instruments are recognized on the balance sheet at fair value with changes in fair value being reported in current period income. The fair value of the Company&#x2019;s derivative financial instruments is included in <i>Derivative assets</i> and <i>Derivative liabilities</i> and changes in fair value are included in <i>Net gain on mortgage loans acquired for sale</i>, in <i>Net gain on investments</i> or in <i>Net loan servicing fees</i>, as applicable, in the Company&#x2019;s consolidated statements of income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> When the Company has master netting agreements with its derivatives counterparties, the Company nets its counterparty positions along with any cash collateral received from or delivered to the counterparty.</p> </div> -0.019 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The following table details the Company&#x2019;s income tax expense (benefit) which relates primarily to the TRSs for the periods presented:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="71%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Current expense (benefit):</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Federal</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">352</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(10,014</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,760</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> State</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">104</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,232</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,686</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total current expense (benefit)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">456</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,246</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,446</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deferred (benefit) expense:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Federal</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(10,232</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,266</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> State</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,304</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,954</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,861</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total deferred (benefit) expense</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,536</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">42,127</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total (benefit) provision for income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(15,080</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,445</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">48,573</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"> Other expenses are summarized below:</p> <p style="font-size:12pt;margin-top:0pt;margin-bottom:0pt"> &#xA0;</p> <table cellspacing="0" cellpadding="0" width="84%" border="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" align="center"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="font-family:Times New Roman; font-size:8pt"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center" style="border-bottom:1.00pt solid #000000"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:8pt"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1.00pt solid #000000"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1.00pt solid #000000"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1.00pt solid #000000"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:8pt"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr bgcolor="#CCEEFF" style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Common overhead allocation from PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,477</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,423</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,183</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Servicing and collection costs</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,892</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,861</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,577</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr bgcolor="#CCEEFF" style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Loan origination</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,638</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,584</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">752</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Insurance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">989</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">890</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">762</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr bgcolor="#CCEEFF" style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Technology</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">984</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">826</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">701</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Securitization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(150</td> <td nowrap="nowrap" valign="bottom">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,742</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td nowrap="nowrap" valign="bottom">&#xA0;</td> <td nowrap="nowrap" valign="bottom" align="right"> &#x2014;&#xA0;&#xA0;</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr bgcolor="#CCEEFF" style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Other expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,463</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,735</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,582</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-size:1px;"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:10pt"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">24,293</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">23,061</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,557</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-size:1px;"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> The mortgage loan participation and sale agreement is summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="83%"></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Year ending<br /> December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average interest rate (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.42</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Average balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">44,770</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Maximum daily amount outstanding</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">116,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,236</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.42</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans pledged to secure mortgage loan participation and sale agreement</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Excludes the amortization of commitment fees of $266,000 for the year ended December 31, 2014.</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Financial highlights by operating segment are summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="51%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 106pt"> <b>Year ended December&#xA0;31, 2014</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Correspondent<br /> production</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Investment<br /> activities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Intersegment<br /> elimination&#xA0;&amp;&#xA0;other</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net investment income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" colspan="5"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on mortgage loans acquired for sale</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,647</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,647</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">201,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">201,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,022</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">150,714</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,388</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">172,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,899</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(72,078</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,388</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(85,589</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,123</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">78,636</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">86,759</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">37,893</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">37,893</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other income (loss)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,290</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(23,657</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,367</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">62,060</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">294,681</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">356,741</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Expenses:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" colspan="5"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,872</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">86,404</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">136,276</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,357</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">37,644</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">41,001</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">53,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">124,048</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">177,277</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pre-tax income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,831</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">170,633</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">179,464</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total assets at period end</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">654,476</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,249,820</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,904,296</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="16"></td> <td height="16" colspan="4"></td> <td height="16" colspan="4"></td> <td height="16" colspan="4"></td> <td height="16" colspan="4"></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 106pt"> <b>Year ended December&#xA0;31, 2013</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Correspondent<br /> production</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Investment<br /> activities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Intersegment<br /> elimination &amp; other</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net investment income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" colspan="5"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on mortgage loans acquired for sale</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">98,669</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">98,669</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">207,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">207,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33,727</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">94,435</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,300</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">122,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,808</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(43,714</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,300</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(65,222</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,919</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">50,721</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">57,640</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">32,791</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">32,791</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other investment income (loss)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17,715</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,055</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,660</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">123,303</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">282,215</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">405,518</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Expenses:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" colspan="5"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">78,552</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">69,699</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,284</td> <td valign="bottom" nowrap="nowrap">(1)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">151,535</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">861</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,487</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">79,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">108,186</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,284</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,883</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pre-tax income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">43,890</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">174,029</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(3,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">214,635</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total assets at period end</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">472,089</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,838,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,310,917</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">Corporate absorption of fulfillment fees for transition adjustment related to the amended and restated management agreement effective February&#xA0;1, 2013.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="53%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 106pt"> <b>Year ended December&#xA0;31, 2012</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Correspondent<br /> production</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Investment<br /> activities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Intersegment<br /> elimination&#xA0;&amp;&#xA0;other</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net investment income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on mortgage loans acquired for sale</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">147,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">147,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,733</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(88</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">72,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,289</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20,441</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">88</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(31,642</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,444</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">32,355</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">40,799</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(754</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(754</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other investment income (loss)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,545</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,157</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">166,664</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">136,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">303,526</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Expenses:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">64,912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29,038</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">93,950</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,253</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,501</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,754</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">66,165</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">50,539</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">116,704</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pre-tax income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">100,499</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">86,323</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">186,822</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total assets at period end</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,004,399</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,555,264</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,559,663</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 300131 3817611 2014-12-31 <div> <p style="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> <b>Note&#xA0;9&#x2014;Short-Term Investments</b></p> <p style="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"> The Company&#x2019;s short-term investments are comprised of money market accounts and unrestricted balances maintained in excess of minimum required amounts as deposited with U.S. commercial banks.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;11&#x2014;Derivative Financial Instruments</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company engages in interest rate risk management activities in an effort to reduce the variability of earnings caused by changes in interest rates. To manage the price risk resulting from interest rate risk, the Company uses derivative financial instruments acquired with the intention of moderating the risk that changes in market interest rates will result in unfavorable changes in the fair value of the Company&#x2019;s MBS, IRLCs and inventory of mortgage loans acquired for sale. The Company records all derivative financial instruments at fair value and records changes in fair value in current period income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company is exposed to price risk relative to its mortgage loans acquired for sale as well as to the IRLCs it issues to correspondent lenders. The Company bears price risk from the time an IRLC is issued to a correspondent lender to the time the purchased mortgage loan is sold. The Company is exposed to loss if mortgage interest rates increase, because the value of the purchase commitment or mortgage loan acquired for sale decreases.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company is also exposed to risk relative to the fair value of its MSRs. The Company is exposed to loss in value of its MSRs when interest rates decrease. The Company periodically includes MSRs in its hedging activities</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Beginning in the third quarter of 2013, the Company entered into Eurodollar futures, which settle daily, to economically hedge net fair value changes of a portion of fixed-rate mortgage loans at fair value held by VIE and MBS securities at fair value and the related variable rate repurchase agreement liabilities indexed to LIBOR. The Company uses the Eurodollar futures with the intention of moderating the risk of rising market interest rates that will result in unfavorable changes in the value of the Company&#x2019;s fixed-rate assets and economic performance of its indexed variable interest LIBOR rate repurchase agreement liabilities.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company does not use derivative financial instruments for purposes other than in support of its risk management activities other than IRLCs, which are generated in the normal course of business when the Company commits to purchase mortgage loans acquired for sale.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company had the following derivative assets and liabilities and related margin deposits recorded within <i>Derivative assets</i> and <i>Derivative liabilities</i> on the consolidated balance sheets:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="56%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 38.6pt"> <b>Instrument</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Notional<br /> amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Derivative<br /> assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Derivative<br /> liabilities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Notional<br /> amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Derivative<br /> assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Derivative<br /> liabilities</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives not designated as hedging instruments:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Free-standing derivatives:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">695,488</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">557,343</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,601,283</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,588,027</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,100,700</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,781,066</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">340,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">55,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MBS call options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Eurodollar future sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,426,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,779,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Eurodollar future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">800,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Treasury futures sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">85,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">105,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Call options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,030,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">275,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total derivative instruments before netting</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,391</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,178</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,962</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Netting</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Margin deposits with (collateral received from) derivatives counterparties</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,465</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(4,971</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The following table summarizes the notional amount activity for derivative contracts used to hedge the Company&#x2019;s IRLCs, inventory of mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="53%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>Year ended December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 63.45pt"> <b>Period/Instrument</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance,</b><br /> <b>&#xA0;&#xA0;&#xA0;&#xA0;beginning&#xA0;&#xA0;&#xA0;&#xA0;</b><br /> <b>of period</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Additions&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Dispositions/&#xA0;&#xA0;&#xA0;&#xA0;</b><br /> <b>expirations</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance,</b><br /> <b>end</b><br /> <b>&#xA0;&#xA0;&#xA0;&#xA0;of&#xA0;period&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Year ended December&#xA0;31, 2014</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,588,027</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">45,904,253</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(47,890,997</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,601,283</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,781,066</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33,418,838</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(35,099,204</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,100,700</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">55,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,087,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,802,500</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">340,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS call options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">230,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(340,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Eurodollar future sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,779,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,032,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,385,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,426,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Eurodollar future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,087,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,287,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">800,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Treasury future sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">105,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">482,600</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(502,600</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">85,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Treasury future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">439,200</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(439,200</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Call option on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,530,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,500,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,030,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,687,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,465,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">275,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="53%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>Year ended December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" rowspan="2" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 65.45pt"> <b>Period/Instrument</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Balance,</b><br /> <b>&#xA0;&#xA0;&#xA0;&#xA0;beginning&#xA0;&#xA0;&#xA0;&#xA0;</b><br /> <b>of period</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Additions&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Dispositions/&#xA0;&#xA0;&#xA0;&#xA0;</b><br /> <b>expirations</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Balance,</b><br /> <b>end</b><br /> <b>&#xA0;&#xA0;&#xA0;&#xA0;of period&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Year ended December&#xA0;31, 2013</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,266,983</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">72,719,643</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(73,398,599</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,588,027</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,206,539</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">56,191,824</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(55,617,297</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,781,066</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS put option</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">495,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,335,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,775,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">55,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS call option</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,310,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,200,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Eurodollar future sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,852,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,073,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,779,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Eurodollar future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">660,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(660,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Treasury future sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">180,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(75,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">105,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Treasury future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">75,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(75,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Call option on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">42,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(42,500</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">260,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(207,500</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="16"></td> <td height="16" colspan="16"></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>Year ended December&#xA0;31, 2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 63.45pt"> <b>Period/Instrument</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance,<br /> &#xA0;&#xA0;&#xA0;&#xA0;beginning&#xA0;&#xA0;&#xA0;&#xA0;<br /> of period</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Additions&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Dispositions/&#xA0;&#xA0;&#xA0;&#xA0;<br /> expirations</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance,</b><br /> <b>end<br /> &#xA0;&#xA0;&#xA0;&#xA0;of&#xA0;period&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Year ended December&#xA0;31, 2012</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">398,400</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,800,622</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(21,992,483</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,206,539</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">756,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,995,923</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(35,485,631</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,266,983</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS put option</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,585,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,118,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">495,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS call option</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">90,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(95,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company recorded net gains (losses) on derivative financial instruments used to hedge the Company&#x2019;s IRLCs and inventory of mortgage loans totaling $(68.7) million, $151.6 million and $(51.5) million for the years ended December&#xA0;31, 2014, 2013 and 2012, respectively. Derivative gains and losses are included in <i>Net gains on mortgage loans acquired for sale</i> in the Company&#x2019;s consolidated statements of income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company recorded net gains (losses) on derivative financial instruments used as economic hedges of MSRs totaling $11.5 million, $(2.0)&#xA0;million and $2.1&#xA0;million for the years ended December&#xA0;31, 2014, 2013 and 2012, respectively. The derivative losses are included in <i>Net loan servicing fees</i> in the Company&#x2019;s consolidated statements of income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company recorded net losses on derivative financial instruments used to hedge the net change in fair value of fixed-rate assets and its variable LIBOR rate repurchase agreement liabilities of $22.6&#xA0;million and $9.4 million for the years ended December&#xA0;31, 2014 and 2013, respectively. The derivative losses are included in <i>Net gain on investments</i> in the Company&#x2019;s consolidated statements of income.</p> </div> 0.000 0.000 -0.415 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note 27&#x2014;Net Gain on Investments</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Net gain on investments is summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net gain (loss) on investments:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,416</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(1,347</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Hedging derivatives</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,802</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,310</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,614</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,657</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency debt security</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread purchased from PFSI at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">227,488</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">206,988</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,037</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,459</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,279</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">201,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">207,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">103,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Real Estate Acquired in Settlement of Loans</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> REO is measured at the lower of the acquisition cost of the property (as measured by cost in the case of purchased REO; or the fair value of the mortgage loan immediately before acquisition in the case of acquisition in settlement of a loan) or its fair value reduced by estimated costs to sell. REO is categorized as a &#x201C;Level&#xA0;3&#x201D; fair value financial statement item. Changes in fair value to levels that are less than or equal to acquisition cost and gains or losses on sale of REO are recognized in the consolidated statements of income under the caption <i>Results of real estate acquired in settlement of loans</i>.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;10&#x2014;Mortgage Loans Acquired for Sale at Fair Value</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Mortgage loans acquired for sale at fair value is comprised of recently originated mortgage loans purchased by the Company for resale. Following is a summary of the distribution of the Company&#x2019;s mortgage loans acquired for sale at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair<br /> value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid<br /> principal<br /> balance</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair<br /> value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid<br /> principal<br /> balance</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 34.45pt"> <b>Loan type</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Conventional:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency-eligible</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">290,007</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">277,355</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">311,162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">304,749</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Jumbo</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138,390</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">135,008</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34,615</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">35,050</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Held for sale to PennyMac Loan Services, LLC &#x2014; Government-insured or guaranteed</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">209,325</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">198,265</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">112,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">107,587</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">637,722</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">610,628</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">458,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">447,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Loans pledged to secure assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">609,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">454,210</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Loans pledged to secure mortgage loan participation and sale agreements</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,799</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company is not approved by Ginnie Mae as an issuer of Ginnie Mae-guaranteed securities which are backed by government-insured or guaranteed mortgage loans. The Company transfers government-insured or guaranteed mortgage loans that it purchases from correspondent lenders to PLS, which is a Ginnie Mae-approved issuer, and earns a sourcing fee of three basis points on the unpaid principal balance plus interest earned during the period it holds each such loan.</p> </div> 2 <div> <p style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> <b>Note 30&#x2014;Other Expenses</b></p> <p style="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"> Other expenses are summarized below:</p> <p style="font-size:12pt;margin-top:0pt;margin-bottom:0pt"> &#xA0;</p> <table cellspacing="0" cellpadding="0" width="84%" border="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" align="center"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="font-family:Times New Roman; font-size:8pt"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center" style="border-bottom:1.00pt solid #000000"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:8pt"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1.00pt solid #000000"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1.00pt solid #000000"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1.00pt solid #000000"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:8pt"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr bgcolor="#CCEEFF" style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Common overhead allocation from PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,477</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,423</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,183</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Servicing and collection costs</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,892</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,861</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,577</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr bgcolor="#CCEEFF" style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Loan origination</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,638</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,584</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">752</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Insurance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">989</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">890</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">762</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr bgcolor="#CCEEFF" style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Technology</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">984</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">826</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">701</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Securitization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(150</td> <td nowrap="nowrap" valign="bottom">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,742</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td nowrap="nowrap" valign="bottom">&#xA0;</td> <td nowrap="nowrap" valign="bottom" align="right"> &#x2014;&#xA0;&#xA0;</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr bgcolor="#CCEEFF" style="font-family:Times New Roman; font-size:10pt"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"> Other expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,463</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,735</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,582</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-size:1px;"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:1.00px solid #000000">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="font-family:Times New Roman; font-size:10pt"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">24,293</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">23,061</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,557</td> <td nowrap="nowrap" valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="font-size:1px;"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td valign="bottom"> <p style="border-top:3.00px double #000000">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note&#xA0;33&#x2014;Selected Quarterly Results (Unaudited)</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a presentation of selected quarterly financial data:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="30" align="center"><b>Quarter ended</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Dec.&#xA0;31</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Sept.&#xA0;30</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>June&#xA0;30</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Mar.&#xA0;31</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Dec.&#xA0;31</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Sept.&#xA0;30</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>June&#xA0;30</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Mar.&#xA0;31</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" colspan="30" align="center"><b>(dollars in thousands, except per share data)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>For the quarter ended:</b></p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net investment income</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">53,059</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">106,530</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">120,556</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">76,595</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">96,087</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">86,062</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">115,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,816</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,511</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,949</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">75,211</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">37,873</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">52,696</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">39,701</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,497</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">53,296</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Earnings per share:</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Basic</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.35</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.74</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1.01</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.74</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.61</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.92</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.90</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Diluted</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.69</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.93</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.50</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.69</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.86</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.90</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash dividends declared per share</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.61</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.61</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.59</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.59</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1.16</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>At period end:</b></p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments at fair value</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,900</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">37,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">104,453</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">91,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">92,398</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">80,936</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">73,236</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,024</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Investment securities at fair value</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">307,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">267,885</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">198,110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">217,492</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value(1)</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,364,674</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,250,761</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,606,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,156,041</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,276,582</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,350,632</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,862,126</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,490,270</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,166</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">187,368</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,244</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">151,019</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,857</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Real&#xA0;estate&#xA0;acquired&#xA0;in settlement&#xA0;of&#xA0;loans(2)</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">303,228</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">275,185</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">240,471</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">186,877</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">148,080</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,202</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">88,771</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">84,486</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights(3)</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">357,780</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">345,848</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">315,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">301,427</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">290,572</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">269,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">226,901</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">180,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other assets</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">240,185</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">240,314</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">142,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">167,161</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">224,437</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">192,350</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">126,939</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total assets</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,904,296</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,604,813</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,869,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,227,537</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,310,917</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,249,231</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,443,384</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,927,160</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Assets sold under agreements to repurchase and mortgage loan participation and sale agreement</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,750,366</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,416,686</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,701,755</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,887,778</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,039,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,980,058</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,565,896</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,615,050</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Borrowings under forward purchase agreements</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">216,614</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">226,580</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">229,841</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">244,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">165,920</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">166,841</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">170,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">166,514</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">165,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">170,008</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Exchangeable senior notes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">159,838</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">183,245</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">170,629</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">163,349</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162,203</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">124,559</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">139,260</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">89,681</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,326,124</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,016,772</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,292,585</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,684,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,843,803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,754,466</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,199,203</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,704,731</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Shareholders&#x2019; equity</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,578,172</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,588,041</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,577,160</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,543,282</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,467,114</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,494,765</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,244,181</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,222,429</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total liabilities and shareholders&#x2019; equity</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,904,296</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,604,813</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,869,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,227,537</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,310,917</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,249,231</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,443,384</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,927,160</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">Includes mortgage loans acquired for sale at fair value, mortgage loans at fair value, mortgage loans at fair value held by variable interest entity and mortgage loans under forward purchase agreements at fair value.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(2)</td> <td valign="top" align="left">Includes REO and REO under forward purchase agreements.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(3)</td> <td valign="top" align="left">Includes mortgage servicing rights at fair value and mortgage servicing rights at lower of amortized cost or fair value.</td> </tr> </table> </div> 19.68 18.74 <div> <p style="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> <b>Note 24&#x2014;Shareholders&#x2019; Equity</b></p> <p style="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"> At December&#xA0;31, 2014, the Company had approximately $106.9&#xA0;million of common shares available for issuance under its ATM Equity Offering Sales Agreement<sup style="font-size:85%; vertical-align:top">SM</sup>. The Company sold a total of 3,817,611 of its common shares at a weighted average price of $23.73 per share, providing net proceeds to the Company of approximately $89.6 million, net of sales commissions of $970,000.</p> <p style="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"> At December&#xA0;31, 2013, the Company had approximately $197.5&#xA0;million available for issuance under its ATM Equity Offering Sales Agreement<sup style="font-size:85%; vertical-align:top">SM</sup>. The Company did not sell any common shares under its ATM Equity Offering<sup style="font-size:85%; vertical-align:top">SM</sup> Sales Agreement during year ended December 31, 2013.</p> <p style="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"> On August&#xA0;13, 2013, the Company issued and sold 11,300,000 common shares in an underwritten public offering and received $249.4&#xA0;million of proceeds, after underwriting and estimated offering expenses. Proceeds from the issuance of these shares were used to fund the Company&#x2019;s business and investment activities, including the acquisition of distressed mortgage loans and other investments; the funding of its correspondent production business, including the purchase of jumbo loans; the repayment of indebtedness; and for general corporate purposes.</p> <p style="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"> As more fully described in Note 4&#x2014;<i>Transactions with Related Parties</i>, on February&#xA0;1, 2013, the Company entered into a Reimbursement Agreement, by and among the Company, the Operating Partnership and PCM. The Reimbursement Agreement provides that, to the extent the Company is required to pay PCM performance incentive fees under the management agreement, the Company will reimburse PCM for underwriting costs it paid on the offering date at a rate of $10 in reimbursement for every $100 of performance incentive fees earned. The reimbursement is subject to a maximum reimbursement in any particular 12-month period of $1.0 million, and the maximum amount that may be reimbursed under the agreement is $2.9 million. During the years ended December&#xA0;31, 2014 and 2013, $651,000 and $944,000 was paid to PCM, respectively.</p> <p style="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"> The Reimbursement Agreement also provides for the payment to the IPO underwriters of the amount that the Company agreed to pay to them at the time of the IPO if the Company satisfied certain performance measures over a specified period of time. As PCM earns performance incentive fees under the management agreement, the IPO underwriters will be paid at a rate of $20 of payments for every $100 of performance incentive fees earned by PCM. The payment to the underwriters is subject to a maximum reimbursement in any particular 12-month period of $2.0 million and the maximum amount that may be paid under the agreement is $5.9 million. During the year ended December&#xA0;31, 2014 and 2013, $1.7 million and $1.9 million, respectively was paid to the underwriters. The Reimbursement Agreement expires on February&#xA0;1, 2019.</p> </div> false --12-31 2014 82211000 2.62 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 31&#x2014;Income Taxes</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under Sections&#xA0;856 through 860 of the Internal Revenue Code. Therefore, PMT generally will not be subject to corporate federal or state income tax to the extent that qualifying distributions are made to shareholders and the Company meets REIT requirements including certain asset, income, distribution and share ownership tests. The Company believes that it has met the distribution requirements, as it has declared dividends sufficient to distribute substantially all of its taxable income. Taxable income will generally differ from net income. The primary differences between net income and the REIT taxable income (before deduction for qualifying distributions) are the taxable income of the taxable REIT subsidiary (&#x201C;TRS&#x201D;) and the method of determining the income or loss related to valuation of the mortgage loans owned by the qualified REIT subsidiary.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In general, cash dividends declared by the Company will be considered ordinary income to the shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. The approximate tax characterization of the Company&#x2019;s distributions is as follows:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="9%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="9%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="9%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 88pt"> <b>Year ended December&#xA0;31,</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Ordinary<br /> income</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Long term<br /> capital&#xA0;gain</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Return&#xA0;of<br /> capital</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2014</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">86</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">14</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2013</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">83</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2012</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">83</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company had elected to treat two of its subsidiaries as TRSs. In the quarter ended September&#xA0;30, 2012, the Company revoked the election to treat its wholly owned subsidiary that is the sole general partner of the Operating Partnership as a TRS. As a result, beginning September&#xA0;1, 2012, one subsidiary, PMC, is treated as a TRS. Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to the REIT. No such dividend distributions have been made to date. A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC and, for the periods for which TRS treatment had been elected, the sole general partner of the Operating Partnership is included in the Consolidated Statements of Income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company files&#xA0;U.S. federal and state income tax returns for both the REIT and TRSs. These federal income tax returns for 2011 and forward are subject to examination. The Company&#x2019;s state income tax returns are generally subject to examination for 2010 and forward. No returns are currently under examination.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The following table details the Company&#x2019;s income tax expense (benefit) which relates primarily to the TRSs for the periods presented:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="71%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Current expense (benefit):</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Federal</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">352</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(10,014</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,760</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> State</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">104</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,232</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,686</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total current expense (benefit)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">456</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,246</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,446</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deferred (benefit) expense:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Federal</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(10,232</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,266</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> State</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,304</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,954</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,861</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total deferred (benefit) expense</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,536</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">42,127</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total (benefit) provision for income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(15,080</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,445</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">48,573</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The provision for deferred income taxes for the years ended December&#xA0;31, 2014 and December&#xA0;31, 2013 primarily relates to MSRs the Company received pursuant to sales of mortgage loans with servicing rights retained and net operating loss carryforwards as detailed below.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The following table is a reconciliation of the Company&#x2019;s provision for income taxes at statutory rates to the provision for income taxes at the Company&#x2019;s effective rate for the periods presented:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="66%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="22" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Rate</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Rate</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Rate</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Federal income tax expense at statutory tax rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">62,812</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">35.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">75,122</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">35.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">65,387</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">35.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Effect of non-taxable REIT income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(74,480</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(41.5</td> <td valign="bottom" nowrap="nowrap">%)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(63,564</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(29.6</td> <td valign="bottom" nowrap="nowrap">)%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(24,943</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13.4</td> <td valign="bottom" nowrap="nowrap">)%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> State income taxes, net of federal benefit</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,380</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1.9</td> <td valign="bottom" nowrap="nowrap">%)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,419</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.1</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,140</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4.4</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(32</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">468</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.2</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Valuation allowance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> (Benefit) provision for income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(15,080</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8.4</td> <td valign="bottom" nowrap="nowrap">%)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,445</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6.7</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">48,573</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26.0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The Company&#x2019;s components of the provision for deferred income taxes are as follows:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Real estate valuation loss</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(5,079</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,651</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(5,512</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage servicing rights</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,996</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">66,284</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net operating loss carryforward</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(35,963</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(38,783</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liability for losses under representations and warranties</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,944</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,454</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,461</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,781</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Valuation allowance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total (benefit) provision for deferred income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(15,536</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">42,127</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The components of income taxes payable are as follows:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Taxes currently receivable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,428</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,446</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deferred income taxes payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(52,845</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(68,381</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income taxes payable</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(51,417</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(59,935</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities are presented below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deferred income tax assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO valuation loss</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,748</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net operating loss carryforward</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,869</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,783</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Liability for losses under representations and warranties</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,944</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,112</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,328</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Gross deferred tax assets</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">92,622</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,859</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deferred income tax liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(143,565</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(118,240</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,902</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Gross deferred tax liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(145,467</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(118,240</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net deferred income tax liability</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(52,845</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(68,381</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The net deferred income tax liability is recorded in <i>Income taxes payable</i> in the consolidated balance sheets as of December&#xA0;31, 2014 and December&#xA0;31, 2013.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company has net operating loss carryforwards of $85.2 million and $94.4 million that expire in 2034 and 2033 for the years ended December&#xA0;31, 2014 and December&#xA0;31, 2013, respectively.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> At&#xA0;December 31, 2014 and December&#xA0;31, 2013, the Company had no unrecognized tax benefits and does not anticipate any increase in unrecognized tax benefits. Should the accrual of any interest or penalties relative to unrecognized tax benefits be necessary, it is the Company&#x2019;s policy to record such accruals in the Company&#x2019;s income tax accounts. No such accruals existed at December&#xA0;31, 2014 and December&#xA0;31, 2013.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt"> Net interest income is summarized for the periods presented below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">604</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">542</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">42</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,226</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,084</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency debt securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">222</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,974</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33,726</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,731</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">122,620</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">81,275</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,584</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,659</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">996</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread purchased from PFSI, at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,091</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">48</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">209</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">126</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">172,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">122,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">72,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest expense:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">58,304</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,790</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,025</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans participation and sale agreement</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Borrowings under forward purchase agreements</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,707</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,396</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,490</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Exchangeable senior notes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">14,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,580</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Note payable secured by mortgage loans at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">113</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,533</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,108</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">85,589</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">65,222</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net interest income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">86,759</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">57,640</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">40,799</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt"> <b>Note 1&#x2014;Organization and Basis of Presentation</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> PennyMac Mortgage Investment Trust (&#x201C;PMT&#x201D; or the &#x201C;Company&#x201D;) was organized in Maryland on May&#xA0;18, 2009, and commenced operations on August&#xA0;4, 2009, when it completed its initial offerings of common shares of beneficial interest (&#x201C;common shares&#x201D;). The Company is a specialty finance company, which, through its subsidiaries (all of which are wholly-owned), invests primarily in residential mortgage loans and mortgage-related assets.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company operates in two segments: correspondent production and investment activities:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">The correspondent production segment represents the Company&#x2019;s operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of mortgage-backed securities (&#x201C;MBS&#x201D;), using the services of PNMAC Capital Management (the &#x201C;Manager or PCM&#x201D;) and PennyMac Loan Services, LLC (&#x201C;PLS&#x201D; or the &#x201C;Servicer&#x201D;), both indirect subsidiaries of PennyMac Financial Services, Inc. (&#x201C;PFSI&#x201D;).</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 17%; MARGIN-TOP: 6pt"> Most of the loans the Company has acquired in its correspondent production activities have been eligible for sale to government-sponsored entities such as the Federal National Mortgage Association (&#x201C;Fannie Mae&#x201D;) and Federal Home Loan Mortgage Corporation (&#x201C;Freddie Mac&#x201D;) or through government agencies such as the Government National Mortgage Association (&#x201C;Ginnie Mae&#x201D;). Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an &#x201C;Agency&#x201D; and, collectively, as the &#x201C;Agencies.&#x201D;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">The investment activities segment represents the Company&#x2019;s investments in mortgage-related assets, which include distressed mortgage loans, real estate acquired in settlement of loans (&#x201C;REO&#x201D;), MBS, mortgage servicing rights (&#x201C;MSRs&#x201D;) and excess servicing spread (&#x201C;ESS&#x201D;). The Company seeks to maximize the value of its acquired distressed mortgage loans through proprietary loan modification programs, special servicing or other initiatives focused on keeping borrowers in their homes. Where this is not possible, such as in the case of many nonperforming mortgage loans, the Company seeks to effect property resolution in a timely, orderly and economically efficient manner, including through the use of resolution alternatives to foreclosure.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company believes that it qualifies, and has elected to be taxed, as a real estate investment trust (&#x201C;REIT&#x201D;) under the Internal Revenue Code of 1986, as amended (the &#x201C;Internal Revenue Code&#x201D;), beginning with its taxable period ended on December&#xA0;31, 2009. To maintain its tax status as a REIT, the Company has to distribute at least 90% of its taxable income in the form of qualifying distributions to shareholders.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company conducts substantially all of its operations and makes substantially all of its investments through its subsidiary, PennyMac Operating Partnership, L.P. (the &#x201C;Operating Partnership&#x201D;), and the Operating Partnership&#x2019;s subsidiaries. A wholly-owned subsidiary of the Company is the sole general partner, and the Company is the sole limited partner, of the Operating Partnership.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The accompanying consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (&#x201C;GAAP&#x201D;) as codified in the Financial Accounting Standards Board&#x2019;s (&#x201C;FASB&#x201D;) Accounting Standards Codification (the &#x201C;Codification&#x201D;). Preparation of financial statements in compliance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results will likely differ from those estimates.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities are presented below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deferred income tax assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO valuation loss</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,748</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net operating loss carryforward</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,869</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,783</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Liability for losses under representations and warranties</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,944</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,112</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,328</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Gross deferred tax assets</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">92,622</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,859</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deferred income tax liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(143,565</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(118,240</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,902</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Gross deferred tax liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(145,467</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(118,240</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net deferred income tax liability</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(52,845</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(68,381</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The following table summarizes the basic and diluted earnings per share calculations:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands except per share amounts)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Basic earnings per share:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">194,544</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">200,190</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Effect of participating securities&#x2014;share-based compensation awards</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,830</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,751</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,433</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income attributable to common shareholders</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">192,714</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,439</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">136,816</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average shares outstanding</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,495</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">63,426</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Basic earnings per share</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.62</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3.13</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3.14</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Diluted earnings per share:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">194,544</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">200,190</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest on Notes, net of income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,456</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,556</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income attributable to diluted shareholders</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">203,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">205,746</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average shares outstanding</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,495</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">63,426</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Potentially dilutive securities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Shares issuable pursuant to exchange of the Notes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,418</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,647</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Shares issuable under share-based compensation plan</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">298</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">375</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">323</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Diluted weighted-average number of shares outstanding</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">82,211</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">69,448</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,876</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Diluted earnings per share</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.47</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.96</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3.14</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a presentation of selected quarterly financial data:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="30" align="center"><b>Quarter ended</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Dec.&#xA0;31</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Sept.&#xA0;30</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>June&#xA0;30</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Mar.&#xA0;31</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Dec.&#xA0;31</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Sept.&#xA0;30</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>June&#xA0;30</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Mar.&#xA0;31</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" colspan="30" align="center"><b>(dollars in thousands, except per share data)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>For the quarter ended:</b></p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net investment income</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">53,059</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">106,530</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">120,556</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">76,595</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">96,087</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">86,062</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">115,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,816</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,511</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,949</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">75,211</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">37,873</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">52,696</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">39,701</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,497</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">53,296</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Earnings per share:</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Basic</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.35</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.74</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1.01</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.74</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.61</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.92</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.90</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Diluted</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.69</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.93</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.50</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.69</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.86</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.90</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash dividends declared per share</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.61</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.61</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.59</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.59</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1.16</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>At period end:</b></p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments at fair value</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,900</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">37,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">104,453</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">91,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">92,398</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">80,936</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">73,236</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,024</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Investment securities at fair value</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">307,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">267,885</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">198,110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">217,492</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value(1)</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,364,674</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,250,761</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,606,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,156,041</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,276,582</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,350,632</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,862,126</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,490,270</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,166</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">187,368</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,244</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">151,019</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,857</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Real&#xA0;estate&#xA0;acquired&#xA0;in settlement&#xA0;of&#xA0;loans(2)</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">303,228</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">275,185</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">240,471</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">186,877</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">148,080</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,202</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">88,771</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">84,486</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights(3)</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">357,780</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">345,848</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">315,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">301,427</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">290,572</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">269,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">226,901</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">180,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other assets</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">240,185</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">240,314</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">142,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">167,161</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">224,437</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">192,350</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">126,939</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total assets</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,904,296</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,604,813</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,869,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,227,537</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,310,917</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,249,231</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,443,384</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,927,160</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Assets sold under agreements to repurchase and mortgage loan participation and sale agreement</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,750,366</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,416,686</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,701,755</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,887,778</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,039,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,980,058</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,565,896</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,615,050</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Borrowings under forward purchase agreements</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">216,614</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">226,580</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">229,841</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">244,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">165,920</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">166,841</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">170,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">166,514</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">165,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">170,008</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Exchangeable senior notes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">159,838</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">183,245</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">170,629</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">163,349</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162,203</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">124,559</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">139,260</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">89,681</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,326,124</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,016,772</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,292,585</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,684,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,843,803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,754,466</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,199,203</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,704,731</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Shareholders&#x2019; equity</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,578,172</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,588,041</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,577,160</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,543,282</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,467,114</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,494,765</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,244,181</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,222,429</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total liabilities and shareholders&#x2019; equity</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,904,296</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,604,813</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,869,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,227,537</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,310,917</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,249,231</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,443,384</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,927,160</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">Includes mortgage loans acquired for sale at fair value, mortgage loans at fair value, mortgage loans at fair value held by variable interest entity and mortgage loans under forward purchase agreements at fair value.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(2)</td> <td valign="top" align="left">Includes REO and REO under forward purchase agreements.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(3)</td> <td valign="top" align="left">Includes mortgage servicing rights at fair value and mortgage servicing rights at lower of amortized cost or fair value.</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;3&#x2014;Significant Accounting Policies</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> PMT&#x2019;s significant accounting policies are summarized below.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Consolidation</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The consolidated financial statements include the accounts of PMT and all wholly-owned subsidiaries. PMT has no significant equity method or cost-basis investments. Intercompany accounts and transactions have been eliminated upon consolidation. The Company also consolidates assets and liabilities included in certain securitization transactions and forward purchase agreements as discussed below.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Securitizations</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company enters into various types of on- and off-balance sheet transactions with special purpose entities (&#x201C;SPEs&#x201D;), which are trusts that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, the Company transfers mortgage loans on its balance sheet to an SPE, which then issues to investors various forms of interests in those assets. In a securitization transaction, the Company typically receives cash and/or interests in an SPE in exchange for the assets transferred by the Company.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> SPEs are generally considered variable interest entities (&#x201C;VIEs&#x201D;). A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors at risk lack the ability to control the entity&#x2019;s activities. Variable interests are investments or other interests that will absorb portions of a VIE&#x2019;s expected losses or receive portions of the VIE&#x2019;s expected residual returns.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company consolidates the assets and liabilities of VIEs of which the Company is the primary beneficiary. The primary beneficiary is the party that has both the power to direct the activities that most significantly impact the VIE and holds a variable interest that could potentially be significant to the VIE. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The Company evaluates the securitization trust into which mortgage loans are sold to determine whether the entity is a VIE and whether the Company is the primary beneficiary and therefore whether it is required to consolidate the securitization trust. For the VIE consolidated by the Company, PMT determined it was the primary beneficiary of the VIE as it had the power, through its affiliate, PLS, in its role as servicer of the mortgage loans, to direct the activities of the trust that most significantly impact the trust&#x2019;s economic performance and the retained subordinated and residual interest trust certificates expose the Company to potentially significant losses and returns.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The asset-backed securities issued by the consolidated VIE are backed by the expected cash flows from the underlying mortgage loans. Cash inflows from these mortgage loans are distributed to investors and service providers in accordance with the contractual priority of payments and, as such, most of these inflows must be directed first to service and repay the senior notes or certificates. After these senior obligations are settled, substantially all cash inflows will be directed to the subordinated notes until fully repaid and, thereafter, to the residual interest that the Company owns in the trust.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company retains interests in the securitization transaction, including senior and subordinated notes or certificates and residual interests issued by the VIE. The Company retains credit risk in the securitization because the Company&#x2019;s retained interests include the most subordinated interests in the securitized assets, which are the first to absorb credit losses on those assets. The Company expects that any credit losses in the pools of securitized assets will likely be limited to the Company&#x2019;s subordinated and residual retained interests. The Company has no obligation to repurchase or replace securitized assets that subsequently become delinquent or are otherwise in default other than pursuant to breaches of representations and warranties.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> For financial reporting purposes, the mortgage loans and securities owned by the consolidated VIE are shown under a separate statement following the Company&#x2019;s consolidated balance sheets. The securities issued to third parties by the consolidated VIE are classified as secured borrowings and shown as<i>&#xA0;Asset-backed secured financing</i> on the Company&#x2019;s consolidated balance sheets. The Company includes the interest income earned on the loans owned at the VIE and interest expense attributable to the asset-backed securities issued by the VIE on its consolidated income statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Forward Purchase Agreements</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company enters into transactions whereby it agrees to purchase identified pools of mortgage loans and real estate at a later date while assuming all of the responsibilities for servicing the loans and the risks and rewards relating to holding such mortgage loans as of a cutoff date that is before the loans are purchased. All of the changes in the fair value and cash flows of the assets subject to forward purchase agreements are attributable solely to the Company, and such cash flows can only be used to settle the related liability. Such transactions are referred to as forward purchase agreements. Under forward purchase agreements, the assets are held by the seller within a separate trust entity. The Manager has concluded that the Company is the primary beneficiary of those assets and therefore consolidates those assets and related liabilities in the separate trust entity.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company&#x2019;s interests in the assets subject to forward purchase agreements are deemed to be contractually segregated from all other interests in the separate trust entity. When assets are contractually segregated, they are often referred to as a &#x201C;silo.&#x201D; For these transactions, the silo consists of the assets subject to forward purchase agreements and its related liability. The Company directs all of the activities that drive the economic results of the assets subject to forward purchase agreements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> The assets subject to forward purchase agreements are included on the Company&#x2019;s consolidated balance sheet as <i>Mortgage loans under forward purchase agreements at fair value</i> and <i>Real estate acquired in settlement of loans under forward purchase agreements</i> and the related liabilities are included as <i>Borrowings under forward purchase agreements</i>.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Valuation of Financial Instruments</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> PMT groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. These levels are:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Level&#xA0;1&#x2014;Quoted prices in active markets for identical assets or liabilities.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Level&#xA0;2&#x2014;Prices determined or determinable using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and others.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" align="left">Level&#xA0;3&#x2014;Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Company&#x2019;s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.</p> </td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 13%; MARGIN-TOP: 6pt"> The valuation method used to estimate fair value may produce a fair value measurement that may not be indicative of ultimate realizable value. Furthermore, while the Manager believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or assumptions to estimate the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Those estimated values may differ significantly from the fair values that would have been used had a readily available market for such loans or investments existed, or had such loans or investments been liquidated, and those differences could be material to the financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Manager incorporates lack of liquidity into its fair value estimates based on the type of asset or liability measured and the valuation method used. For example, for mortgage loans where the significant inputs have become unobservable due to illiquidity in the markets for distressed mortgage loans or non-Agency, non-conforming mortgage loans, PMT uses a discounted cash flow technique to estimate fair value. This technique incorporates forecasting of expected cash flows discounted at a market discount rate that is intended to reflect the lack of liquidity in the market.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Short-Term Investments</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Short-term investments are carried at fair value with changes in fair value recognized in current period income. Short-term investments represent money market deposit accounts. The Company&#x2019;s short-term investments are classified as a &#x201C;Level&#xA0;1&#x201D; fair value financial statement item.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Mortgage-Backed Securities</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company invests in Agency and non-Agency MBS. Purchases and sales of MBS and Agency debt are recorded as of the trade date. The Company&#x2019;s investments in MBS are carried at fair value with changes in fair value recognized in current period income. Changes in fair value arising from amortization of purchase premiums and accrual of unearned discounts are recognized using the interest method as a component of <i>Interest income.</i> Changes in fair value arising from other factors are recognized as a component of <i>Net gain (loss) on investments.</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company categorizes its investments in Agency MBS and senior non-Agency MBS as &#x201C;Level 2&#x201D; fair value financial statement items.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Interest Income Recognition</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Interest income on MBS is recognized over the life of the security using the interest method. The Manager estimates, at the time of purchase, the future expected cash flows and determines the effective interest rate based on the estimated cash flows and the security&#x2019;s purchase price. The Manager updates its cash flow estimates monthly.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Estimating cash flows requires a number of inputs that are subject to uncertainties, including the rate and timing of principal payments (including prepayments, repurchases, defaults and liquidations), the pass-through or coupon interest rate, interest rate fluctuations, interest payment shortfalls due to delinquencies on the underlying mortgage loans, the likelihood of modification and the timing of the magnitude of credit losses on the mortgage loans underlying the securities. The Manager applies its judgment in developing its estimates. However, these uncertainties are difficult to predict; therefore, the outcome of future events will affect the Company&#x2019;s estimates and interest income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Mortgage Loans</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Mortgage loans and mortgage loans under forward purchase agreements are carried at their fair values. Changes in the fair value of mortgage loans are recognized in current period income. All changes in fair value, including changes arising from the passage of time, are recognized as a component of <i>Net gain (loss) on investments</i> for mortgage loans classified as mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value and <i>Net gain on mortgage loans acquired for sale</i> for mortgage loans classified as mortgage loans acquired for sale at fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> <i>Mortgage loans held by variable interest entity</i> are carried at their fair values. Changes in the fair value of mortgage loans held by variable interest entity are recognized in current period income as a component of <i>Net gain (loss) on investments</i>. Changes in fair value relating to accrual of unearned discounts and amortization of purchase premiums are accrued or amortized to interest income using the interest method over the estimated remaining life of the loans including anticipated prepayments.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <i>Sale Recognition</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company purchases from and sells mortgage loans into the secondary mortgage market without recourse for credit losses. However, the Company maintains continuing involvement with the loans in the form of servicing arrangements and liability under representations and warranties it makes to purchasers and insurers of the loans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company recognizes transfers of mortgage loans as sales based on whether the transfer is made to a VIE:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">For mortgage loans that are not transferred to a VIE, the Company recognizes the transfer as a sale when it surrenders control over the mortgage loans. Control over transferred mortgage loans is deemed to be surrendered when (i)&#xA0;the mortgage loans have been isolated from the Company, (ii)&#xA0;the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred mortgage loans, and (iii)&#xA0;the Company does not maintain effective control over the transferred mortgage loans through either (a)&#xA0;an agreement that entitles and obligates the Company to repurchase or redeem them before their maturity or (b)&#xA0;the ability to unilaterally cause the holder to return specific mortgage loans.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">For mortgage loans that are transferred to a VIE, the Company recognizes the transfer as a sale when the Manager determines that the Company is not the primary beneficiary of the VIE, as the Company does not have the power to direct the activities that will have the most significant economic impact on the VIE and/or does not hold a variable interest that could potentially be significant to the VIE.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Interest Income Recognition</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company has the ability but not the intent to hold mortgage loans acquired for sale, mortgage loans at fair value and mortgage loans under forward purchase agreements, excluding mortgage loans held in a VIE, for the foreseeable future. Therefore, interest income on mortgage loans acquired for sale and mortgage loans at fair value is recognized over the life of the loans using their contractual interest rates.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company has both the ability and intent to hold mortgage loans held in a VIE for the foreseeable future. Therefore, interest income on mortgage loans held in a variable interest entity is recognized over the estimated remaining life of the mortgage loans using the interest method. Unearned discounts and purchase premiums are accrued and amortized to interest income using the effective interest rate inherent in the estimated cash flows inherent in the mortgage loans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Income recognition is suspended and the accrued unpaid interest receivable is reversed against interest income when loans become 90&#xA0;days delinquent, or when, in the Manager&#x2019;s opinion, a full recovery of income and principal becomes doubtful. Income recognition is resumed when the loan becomes contractually current.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Derivative Financial Instruments</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> In its loan origination activities, the Company makes contractual commitments to loan applicants to originate mortgages at specified interest rates (&#x201C;interest rate lock commitments&#x201D; or &#x201C;IRLCs&#x201D;). These commitments are accounted for as derivative financial instruments. The Company manages the risk created by IRLCs relating to mortgage loans acquired for sale by entering into forward sale agreements to sell the mortgage loans and by the purchase and sale of interest rate options and futures. Such agreements are also accounted for as derivative financial instruments. These instruments may also be used to manage the risk created by changes in interest rates on certain of the MBS and MSRs the Company holds. The Company classifies its IRLCs as &#x201C;Level 3&#x201D; fair value financial statement items and the derivative financial instruments it acquires to manage the risks created by IRLCs and holding MBS, mortgage loans pending sale and MSRs as &#x201C;Level&#xA0;1&#x201D; or &#x201C;Level&#xA0;2&#x201D; fair value financial statement items.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company accounts for its derivative financial instruments as free-standing derivatives. The Company does not designate its derivative financial instruments for hedge accounting. All derivative financial instruments are recognized on the balance sheet at fair value with changes in fair value being reported in current period income. The fair value of the Company&#x2019;s derivative financial instruments is included in <i>Derivative assets</i> and <i>Derivative liabilities</i> and changes in fair value are included in <i>Net gain on mortgage loans acquired for sale</i>, in <i>Net gain on investments</i> or in <i>Net loan servicing fees</i>, as applicable, in the Company&#x2019;s consolidated statements of income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> When the Company has master netting agreements with its derivatives counterparties, the Company nets its counterparty positions along with any cash collateral received from or delivered to the counterparty.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <b><i>Mortgage Servicing Rights</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> MSRs arise from contractual agreements between the Company and investors (or their agents) in mortgage securities and mortgage loans. Under these contracts, the Company is obligated to provide loan servicing functions in exchange for fees and other remuneration. The servicing functions typically performed include, among other responsibilities, collecting and remitting loan payments; responding to borrower inquiries; accounting for principal and interest, holding custodial (impound) funds for payment of property taxes and insurance premiums; counseling delinquent mortgagors; and supervising the acquisition and disposition of REO. The Company has engaged PFSI to provide these services on its behalf.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The fair value of MSRs is derived from the net positive cash flows associated with the servicing contracts. The Company receives a servicing fee ranging generally from 0.250% to 0.375% annually on the remaining outstanding principal balances of the loans. The servicing fees are collected from the monthly payments made by the mortgagors. The Company generally receives other remuneration including rights to various mortgagor-contracted fees such as late charges and collateral reconveyance charges and the Company is generally entitled to retain the interest earned on funds held pending remittance of mortgagor principal, interest, tax and insurance payments.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company recognizes MSRs initially at their fair values, either as proceeds from sales of mortgage loans where the Company assumes the obligation to service the loan in the sale transaction, or from the purchase of MSRs. The precise fair value of MSRs is difficult to determine because MSRs are not actively traded in observable stand-alone markets. Considerable judgment is required to estimate the fair values of these assets and the exercise of such judgment can significantly affect the Company&#x2019;s earnings. Therefore, the Company classifies its MSRs as &#x201C;Level&#xA0;3&#x201D; fair value financial statement items.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company accounts for MSRs at either the asset&#x2019;s fair value with changes in fair value recorded in current period earnings or using the amortization method with the MSRs carried at the lower of amortized cost or fair value based on the class of MSR. The Company has identified two classes of MSRs: originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5%; and MSRs backed by mortgage loans with initial interest rates of more than 4.5%. The Company&#x2019;s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>MSRs Accounted for Using the MSR Amortization Method</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company amortizes MSRs that are accounted for using the MSR amortization method. MSR amortization is determined by applying the ratio of the net MSR cash flows projected for the current period to the estimated total remaining net MSR cash flows. The estimated total net MSR cash flows are determined at the beginning of each month using prepayment inputs applicable at that time.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company periodically assesses MSRs accounted for using the amortization method for impairment. Impairment occurs when the current fair value of the MSR falls below the asset&#x2019;s carrying value (carrying value is the amortized cost reduced by any related valuation allowance). If MSRs are impaired, the impairment is recognized in current-period earnings and the carrying value of the MSRs is adjusted through a valuation allowance. If the fair value of impaired MSRs subsequently increases, the Company recognizes the increase in fair value in current-period earnings and adjusts the carrying value of the MSRs through a reduction in the valuation allowance to adjust the carrying value only to the extent of the valuation allowance.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company stratifies its MSRs by risk characteristic when evaluating for impairment. For purposes of performing its MSR impairment evaluation, the Company stratifies its servicing portfolio on the basis of certain risk characteristics including loan type (fixed-rate or adjustable-rate) and note interest rate. Fixed-rate mortgage loans are stratified into note interest rate pools of 50 basis points for note interest rates between 3.0% and 4.5% and a single pool for note interest rates below 3%. Adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool. If the fair value of MSRs in any of the note interest rate pools is below the carrying value of the MSRs for that pool, impairment is recognized to the extent of the difference between the fair value and the existing carrying value for that pool.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Manager periodically reviews the various impairment strata to determine whether the fair value of the impaired MSRs in a given stratum is likely to recover. When the Manager deems recovery of the fair value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for that stratum to its estimated recoverable value is charged to the valuation allowance.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Amortization and impairment of MSRs are included in current period income as a component of <i>Net loan servicing fees</i>.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <i>MSRs Accounted for at Fair Value</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Changes in fair value of MSRs accounted for at fair value are recognized in current period income as a component of <i>Net loan servicing fees</i>.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Excess Servicing Spread</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company has acquired the right to receive the ESS related to MSRs owned by PFSI. ESS is carried at its fair value. Changes in fair value are recognized in current period income in <i>Net gain on investments</i>. Because the ESS is a claim to a portion of the cash flows from MSRs, the fair value measurement of the ESS is similar to that of MSRs. The Company categorizes ESS as a &#x201C;Level 3&#x201D; financial statement item. The Company uses a discounted cash flow approach to estimate the fair value of ESS. The key inputs used in the estimation of the fair value of ESS include prepayment speed and discount rate. Significant changes to those inputs in isolation may result in a significant change in the ESS fair value measurement. Changes in these key inputs are not necessarily directly related.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Interest Income Recognition</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Interest income for ESS is accrued using the interest method, based upon the expected yield from the ESS through the expected life of the underlying mortgages. Changes to expected interest yield result in a change in fair value which is recorded in Interest income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Real Estate Acquired in Settlement of Loans</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> REO is measured at the lower of the acquisition cost of the property (as measured by cost in the case of purchased REO; or the fair value of the mortgage loan immediately before acquisition in the case of acquisition in settlement of a loan) or its fair value reduced by estimated costs to sell. REO is categorized as a &#x201C;Level&#xA0;3&#x201D; fair value financial statement item. Changes in fair value to levels that are less than or equal to acquisition cost and gains or losses on sale of REO are recognized in the consolidated statements of income under the caption <i>Results of real estate acquired in settlement of loans</i>.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Assets Sold Under Agreements to Repurchase</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Assets sold under agreements to repurchase are carried at historical cost. Costs of creating the facilities underlying the agreements are recognized as deferred charges in <i>Other assets</i> and amortized to <i>Interest expense</i> over the term of the borrowing facility on the straight-line basis.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Asset-Backed Secured Financing at Fair Value</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> In conjunction with the on-balance sheet securitization, the certificates issued to nonaffiliates by the VIE are recorded as a financing arrangement. Those certificates issued to nonaffiliates have the right to receive principal and interest payments of the mortgage loans held by the consolidated VIE. Asset-backed secured financings are carried at fair value. Changes in fair value are recognized in current period income as a component of <i>Net gain on investments</i>. The Company categorizes asset-backed secured financing at fair value as a &#x201C;Level&#xA0;2&#x201D; fair value financial statement items.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Liability for Losses Under Representation and Warranties</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company&#x2019;s agreements with the Agencies include representations and warranties related to the mortgage loans the Company sells to the Agencies. The representations and warranties require adherence to Agency origination and underwriting guidelines, including but not limited to the validity of the lien securing the mortgage loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In the event of a breach of its representations and warranties, the Company may be required to either repurchase the mortgage loans with the identified defects or indemnify the investor or insurer. In such cases, the Company bears any subsequent credit loss on the mortgage loans. The Company&#x2019;s credit loss may be reduced by any recourse it has to correspondent lenders that, in turn, had sold such mortgage loans to the Company and breached similar or other representations and warranties. In such event, the Company has the right to seek a recovery of related repurchase losses from that correspondent lender.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The Company records a provision for losses relating to representations and warranties as part of its loan sale transactions. The method used to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, estimated future defaults and loan repurchase rates, the estimated severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. The Company establishes a liability at the time loans are sold and periodically updates its liability estimate. The level of the liability for representations and warranties is reviewed and approved by the Manager&#x2019;s management credit committee.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The level of the liability for representations and warranties is difficult to estimate and requires considerable management judgment. The level of mortgage loan repurchase losses is dependent on economic factors, investor demand strategies, and other external conditions that may change over the lives of the underlying loans, The Company&#x2019;s representations and warranties are generally not subject to stated limits of exposure. However, the Manager believes that the current unpaid principal balance of loans sold by the Company to date represents the maximum exposure to repurchases related to representations and warranties. The Manager believes the range of reasonably possible losses in relation to the recorded liability is not material to the Company&#x2019;s financial condition or results of operations.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Underwriting Commissions and Offering Costs</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Underwriting commissions and offering costs incurred in connection with the Company&#x2019;s share offerings are reflected as a reduction of additional paid-in capital. Contingent offering costs that are deemed by the Manager as probable of being paid are recorded as a reduction of additional paid-in capital.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Loan Servicing Fees</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Loan servicing fees and other remuneration are received by the Company for servicing mortgage loans. Loan servicing fees are recorded net of Agency guarantee fees paid by the Company. Loan servicing fees are recognized as earned over the life of the loans in the servicing portfolio. Loan servicing fees are deemed to be earned when they are collected.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Share-Based Compensation</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company amortizes the fair value of previously granted share-based awards to compensation expense over the vesting period using the graded vesting method. Expense relating to share-based awards is included in <i>Compensation</i> in the consolidated statements of income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company estimates the value of restricted share units awarded with reference to the fair value of its common shares on the date of the award. How the fair value of Company common shares is used in determining restricted share unit awards&#x2019; fair values depends on whether the restricted share units participate in Company dividends in the form of dividend equivalents.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Fair value of restricted share unit awards that participate in dividends in the form of dividend equivalents is determined at the Company&#x2019;s closing share price on the date of the award.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Fair value of restricted share unit awards that do not participate in dividends is estimated by reducing the closing price of the Company&#x2019;s common shares on the date of the award by the amount of expected shareholder distributions that the grantees will not receive during the vesting period, discounted at an appropriate risk-free rate of return. The amount of the reduction for anticipated distributions is based on amounts included in the Manager&#x2019;s earnings forecast.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company determines the fair value of its share-based compensation awards depending on whether the awards are made to its trustees and officers or to non-employees such as officers and employees of affiliates:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Compensation cost is generally fixed at the fair value of the award date for awards to officers and trustees of the Company.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Compensation cost for share-based compensation awarded to non-officers or trustees of the Company is adjusted to reflect changes in the fair value of awards in each subsequent reporting period until the award has vested, the service being provided is subsequently completed, or, under certain circumstances, is likely to be completed, whichever occurs first.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Manager&#x2019;s estimates of compensation costs reflect the expected portion of share-based compensation awards that the Manager expects to vest.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <b><i>Income Taxes</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company has elected to be taxed as a REIT and the Manager believes the Company complies with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, the Manager believes the Company will not be subject to federal income tax on that portion of its REIT taxable income that is distributed to shareholders as long as certain asset, income and share ownership tests are met. If PMT fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of the Company&#x2019;s REIT qualification.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company&#x2019;s taxable REIT subsidiaries are subject to federal and state income taxes. Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which the Manager expects those temporary differences to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Subject to the Manager&#x2019;s judgment, a valuation allowance is established if realization of deferred tax assets is not more likely than not. The Company recognizes a tax benefit relating to tax positions it takes only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. A tax position that meets this standard is recognized as the largest amount that exceeds 50&#xA0;percent likelihood of being realized upon settlement. The Company will classify any penalties and interest as a component of income tax expense.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> As of December&#xA0;31, 2014 and 2013, the Company was not under examination by any federal or state income taxing authority.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 38&#x2014;Subsequent Events</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Manager has evaluated all events and transactions through the date the Company issued these consolidated financial statements. During this period:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="4%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">On January&#xA0;28, 2015, PLS entered into a letter of intent with a third party to purchase a $4.0 billion unpaid principal balance portfolio of Agency MSRs. The Company intends to purchase from PLS approximately $29 million of ESS from this MSR portfolio.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="4%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">On January&#xA0;29, 2015, the Company settled its December&#xA0;5, 2014 commitment to purchase a pool of 1,076 nonperforming loans with an aggregate UPB of $310.2&#xA0;million from a large money center bank.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="4%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">On February&#xA0;3, 2015, PLS entered into a letter of intent with a third party to purchase a $15.9 billion unpaid principal balance portfolio of Agency MSRs.&#xA0;The Company intends to purchase from PLS approximately $140 million of ESS from this MSR portfolio.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 6pt"> The MSR acquisitions by PLS and the Company&#x2019;s purchases of ESS are subject to the negotiation and execution of definitive documentation, continuing due diligence and customary closing conditions, including required regulatory approvals.&#xA0;There can be no assurance that the committed amounts will ultimately be acquired or that the transactions will be completed at all.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="4%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">On February&#xA0;18, 2015, the Company, through three of its wholly-owned subsidiaries, PMC, PennyMac Holdings, LLC (&#x201C;PMH&#x201D;) and the Operating Partnership (collectively, the &#x201C;Repo Sellers&#x201D;), entered into a master repurchase agreement with JPMorgan Chase bank, National Association (&#x201C;JPM&#x201D;), pursuant to which the Repo Sellers may sell, and later repurchase, certain residential mortgage loans and mortgage-related assets (the &#x201C;Facility Assets&#x201D;) in an aggregate principal amount of up to $500 million (the &#x201C;JPM Credit Facility&#x201D;).</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 6pt"> Under the terms of the JPM Credit Facility, (i)&#xA0;PMC and PMH may each sell to JPM eligible distressed mortgage loans and, in the case of PMC, the equity interest (the &#x201C;SPE Interests&#x201D;) in two special purpose entities that own distressed loans and real property acquired upon settlement of mortgage loans (the &#x201C;SPE Properties&#x201D;), and (ii)&#xA0;the Operating Partnership may sell to JPM eligible distressed mortgage loans that have been purchased by PMC and then pledged by PMC to the Operating Partnership pending sale, securitization or liquidation and the SPE Interests pledged by PMC to the Operating Partnership pending the sale or liquidation of the underlying SPE Properties.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 6pt"> The obligations of the Repo Sellers are fully guaranteed by the Company, and the JPM Facility Assets are serviced by PLS pursuant to the terms of the JPM Credit Facility.</p> </div> 0001464423 2.40 <div> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 10pt 'Times New Roman'; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> <b>Note 29&#x2014;Share-Based Compensation Plans</b></p> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 10pt 'Times New Roman'; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 8%; -webkit-text-stroke-width: 0px"> The Company has adopted an equity incentive plan which provides for the issuance of equity based awards, including share options, restricted shares, restricted share units, unrestricted common share awards, LTIP units (a special class of partnership interests in the Operating Partnership) and other awards based on PMT&#x2019;s shares that may be awarded by the Company directly to its officers and trustees, and the members, officers, trustees, directors and employees of PennyMac that provide services to PMT. The equity incentive plan is administered by the Company&#x2019;s compensation committee, pursuant to authority delegated by the board of trustees, which has the authority to make awards to the eligible participants referenced above, and to determine what form the awards will take, and the terms and conditions of the awards.</p> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 10pt 'Times New Roman'; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 8%; -webkit-text-stroke-width: 0px"> The Company&#x2019;s equity incentive plan allows for grants of equity-based awards up to an aggregate of 8% of PMT&#x2019;s issued and outstanding shares on a diluted basis at the time of the award.</p> <p style="MARGIN-BOTTOM: 0px; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 1px 'Times New Roman'; MARGIN-TOP: 12px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 10pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 8%; -webkit-text-stroke-width: 0px"> The shares underlying award grants will again be available for award under the equity incentive plan if:</p> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 6pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">any shares subject to an award granted under the equity incentive plan are forfeited, cancelled, exchanged or surrendered;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 6pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">an award terminates or expires without a distribution of shares to the participant; or</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 6pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">shares are surrendered or withheld by PMT as payment of either the exercise price of an award and/or withholding taxes for an award.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 10pt 'Times New Roman'; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 8%; -webkit-text-stroke-width: 0px"> Restricted share units have been awarded to trustees and officers of the Company and to employees of PennyMac. Such awards generally vest over a one- to four-year period. Each share unit awarded under the equity incentive plan will have a term of no longer than ten years, and will have an exercise price that is no less than 100% of the fair value of the Company&#x2019;s shares on the date of grant of the award.</p> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 10pt 'Times New Roman'; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 8%; -webkit-text-stroke-width: 0px"> The Company&#x2019;s estimate of value included assumed grantee forfeiture rates of 15%&#xA0;per year, except for certain of PMT&#x2019;s officers and its board of trustees, for which no turnover was assumed.</p> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 10pt 'Times New Roman'; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 8%; -webkit-text-stroke-width: 0px"> The table below summarizes restricted share unit activity and compensation expense:</p> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 12pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: 'Times New Roman'"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Number of units:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Outstanding at beginning of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">661,372</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">665,617</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">491,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Granted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">300,131</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">255,445</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">350,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Vested</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(234,466</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(253,509</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(161,678</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Canceled</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,625</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,181</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,514</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Outstanding at end of year</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">725,412</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">661,372</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">665,617</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Weighted Average Grant Date Fair Value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Outstanding at beginning of year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19.95</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">15.92</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Granted</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">21.05</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">23.91</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">18.91</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Vested</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19.68</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">13.40</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12.15</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Canceled</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">18.74</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">20.06</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">16.82</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Outstanding at end of year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">21.00</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19.95</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">15.92</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Compensation expense recorded during the year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,107,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,763,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,032,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Year end:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Units available for future awards (1)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,293,433</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,029,174</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,014,159</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Unamortized compensation cost</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,023,418</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,178,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,798,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; WHITE-SPACE: normal; BORDER-BOTTOM: rgb(0,0,0) 1px solid; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: medium/8pt 'Times New Roman'; MARGIN-TOP: 0pt; LETTER-SPACING: normal; WIDTH: 188px; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; WORD-SPACING: 0px; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">Based on shares outstanding as of December&#xA0;31, 2014. Total units available for future awards may be adjusted in accordance with the equity incentive plan based on future issuances of PMT&#x2019;s shares as described above.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; WHITE-SPACE: normal; TEXT-TRANSFORM: none; WORD-SPACING: 0px; COLOR: rgb(0,0,0); FONT: 10pt 'Times New Roman'; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 8%; -webkit-text-stroke-width: 0px"> As of December&#xA0;31, 2014, 731,595 restricted share units with a weighted average grant date fair value of $24.29 per share unit are expected to vest over their average remaining vesting period of 28 months. The grant date fair values of share unit awards are based on the market value of the Company&#x2019;s stock at the date of grant.</p> </div> 0.350 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> A substantial portion of the distressed mortgage loans and REO purchased by the Company in prior years has been acquired from or through one or more subsidiaries of Citigroup Inc. The following tables present purchases for the Company&#x2019;s investment portfolio of mortgage loans and REO (including purchases under forward purchase agreements), and the portion thereof representing assets purchased from or through one or more subsidiaries of Citigroup Inc.:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Investment portfolio purchases:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">557,432</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,309,767</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">542,766</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,117</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">120</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">297</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">560,549</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,309,887</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">543,063</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Investment portfolio purchases above through one or more subsidiaries of Citigroup Inc.:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">443,154</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">504,710</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">68</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">48</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,805</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">443,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">504,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of the Company&#x2019;s holdings of assets purchased through one or more subsidiaries of Citigroup Inc.:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">943,163</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,138,131</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">108,302</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">84,726</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> REO under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,705</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,051,465</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,449,690</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total holdings of mortgage loans and REO</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,030,180</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,966,525</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;8&#x2014;Fair Value</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> The Company&#x2019;s consolidated financial statements include assets and liabilities that are measured based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether the Manager has elected to carry the item at its fair value as discussed in the following paragraphs.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Fair Value Accounting Elections</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Manager identified all of its non-cash financial assets and MSRs relating to loans with initial interest rates of more than 4.5%, to be accounted for at fair value. The Manager has elected to account for these financial statement items at fair value so such changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company&#x2019;s performance. The Manager has also identified its asset-backed secured financing of the VIE to be accounted for at fair value to reflect the generally offsetting changes in fair value of these borrowings to changes in fair value of mortgage loans at fair value collateralizing this financing.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company&#x2019;s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <b><i>Financial Statement Items Measured at Fair Value on a Recurring Basis</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial statement items that are measured at fair value on a recurring basis:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="65%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;1</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;2</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;3</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,900</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,900</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">307,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">307,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">637,722</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">637,722</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">527,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,199,583</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,726,952</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread purchased from PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,166</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,166</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Derivative assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">&#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Call options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">&#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative assets before netting</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,512</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,391</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Netting (1)</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative assets after netting</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,512</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">57,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">57,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">143,412</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,476,655</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,453,785</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,071,568</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing of the variable interest entity at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,920</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,920</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Derivative liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Treasury futures sales contracts</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">&#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Total derivative liabilities before netting</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,683</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,178</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Netting (1)</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Total derivative liabilities after netting</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,683</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 9em; TEXT-INDENT: -1em"> Total liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">172,603</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">168,350</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="66%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>December 31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;1</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;2</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;3</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">92,398</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">92,398</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">458,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">458,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">523,652</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,076,665</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,600,317</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread purchased from PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Derivative assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative assets</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,962</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Netting (1)</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative assets after netting</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">92,398</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,197,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,462,478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,739,532</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing of the variable interest entity at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Derivative liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,715</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Netting (1)</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total derivative liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,715</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">174,130</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">167,376</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The following is a summary of changes in items measured using Level 3 inputs on a recurring basis:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="46%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="22" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> loans</b><br /> <b>at fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> loans under<br /> forward<br /> purchase<br /> agreements</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Excess<br /> servicing<br /> spread</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Interest</b><br /> <b>rate lock<br /> commitments&#xA0;(1)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> servicing<br /> rights</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2013</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,076,665</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,461,217</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">554,604</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">99,728</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">655,718</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments and sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(572,586</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,413</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,257</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(139</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(618,395</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Accrual of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> ESS received pursuant to a recapture agreement with PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,342</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,342</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments issued, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">56,367</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">56,268</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Capitalization of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">65,050</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,800</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">66,850</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing received as proceeds from sales of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Changes in fair value included in income arising from:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Changes in instrument-specific credit risk</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34,785</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,815</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">36,600</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other factors</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">179,896</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,012</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(28,662</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17,326</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">151,221</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">214,681</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(28,662</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17,326</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">187,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans under forward purchase agreements to mortgage loans</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">205,902</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(205,902</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans to REO</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(344,733</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(344,733</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,802</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,802</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of interest rate lock commitments to mortgage loans acquired for sale</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(69,281</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(69,503</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2014</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,199,583</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">191,166</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,661</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">57,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,453,768</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value recognized during the period relating to assets still held at December&#xA0;31, 2014</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">134,724</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(28,662</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,661</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">95,075</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">For the purpose of this table, the interest rate lock asset and liability positions are shown net.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="39%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="26" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Mortgage</b><br /> <b>loans</b><br /> <b>at fair value</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Agency</b><br /> <b>Debt</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Mortgage<br /> loans<br /> under</b><br /> <b>forward<br /> purchase</b><br /> <b>agreements</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Excess</b><br /> <b>servicing</b><br /> <b>spread</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Net interest</b><br /> <b>rate lock</b><br /> <b>commitments&#xA0;(1)</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Mortgage</b><br /> <b>servicing</b><br /> <b>rights</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="3" colspan="2" align="center"><b>Total</b></td> <td valign="bottom" rowspan="3">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="26" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2012</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,189,971</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">19,479</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,346</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,210,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,063,162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">246,525</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">139,028</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,419</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,462,134</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments and sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(255,210</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,725</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,319</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,076</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(288,330</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Accrual of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,348</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments issued, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">83,515</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">83,515</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Capitalization of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,481</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,481</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing received as proceeds from sales of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,071</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,071</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Changes in fair value included in income arising from:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Changes in instrument-specific credit risk</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">44,018</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,305</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46,323</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other factors</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">153,639</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,674</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">141,144</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197,657</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,720</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,674</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">187,467</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans under forward purchase agreements to mortgage loans</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15,347</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,347</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans to REO</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(177,743</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(177,743</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,451</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,451</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of interest rate lock commitments to mortgage loans acquired for sale</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(75,071</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(75,071</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2013</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,076,665</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,461,217</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value recognized during the period relating to assets still held at December&#xA0;31, 2013</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">132,339</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,244</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">145,596</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="54%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="22" align="center"><b>December&#xA0;31, 2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> Loans</b><br /> <b>at fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> loans</b><br /> <b>under<br /> forward<br /> purchase<br /> agreements</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage-<br /> backed<br /> securities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Interest</b><br /> <b>rate lock<br /> commitments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Mortgage<br /> servicing<br /> rights</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2011</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">696,266</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">129,310</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">72,813</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,772</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">749</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">904,910</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">541,696</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,075</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">542,791</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(169,877</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,292</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(21,888</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(206,057</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments issued, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">212,555</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">212,555</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Capitalization of interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(52,133</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(79</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(52,212</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Accrual of unearned discounts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing received as proceeds from sales of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Changes in fair value included in income arising from:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Changes in <font style="WHITE-SPACE: nowrap">instrument-specific</font> credit risk</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,878</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(708</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,170</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other factors</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">68,772</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,293</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">845</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(144</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">78,766</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">93,650</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,293</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">845</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">102,936</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans under forward purchase agreements to mortgage loans</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">117,913</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(117,913</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans to REO</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(109,440</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(109,440</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans under forward purchase agreements to REO under forward purchase agreements</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,473</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,473</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer to mortgage loans acquired for sale</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers of interest rate lock commitments to mortgage loans acquired for sale</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(198,848</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(198,848</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2012</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,189,971</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19,479</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,346</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,210,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value recognized during the year relating to assets still held&#xA0;at&#xA0;December 31, 2012</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">51,022</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">19,479</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">69,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="78%"></td> <td valign="bottom" width="15%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Securities&#xA0;sold&#xA0;under<br /> agreements to<br /> repurchase</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2011</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">115,493</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value included in income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">752,343</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Repurchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(867,836</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance, December&#xA0;31, 2012</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Changes in fair value recognized during the year relating to liabilities still outstanding at December&#xA0;31, 2012</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following are the fair values and related principal amounts due upon maturity of mortgage loans accounted for under the fair value option (including mortgage loans acquired for sale, mortgage loans at fair value, mortgage loans held in a VIE and mortgage loans under forward purchase agreements at fair value):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="65%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Principal<br /> amount due<br /> upon&#xA0;maturity</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Difference</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Current through 89&#xA0;days delinquent</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">637,518</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">610,372</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">27,146</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> 90 or more days delinquent (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">204</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(51</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> In foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">204</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(51</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">637,722</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">610,627</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,095</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans at fair value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Current through 89&#xA0;days delinquent</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,191,635</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,452,885</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(261,250</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> 90 or more days delinquent (1)</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">608,144</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">875,214</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(267,070</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> In foreclosure</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">927,173</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,371,371</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(444,198</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,535,317</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,246,585</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(711,268</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,726,952</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,699,470</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(972,518</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,364,674</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,310,097</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(945,423</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="63%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Principal<br /> amount due<br /> upon&#xA0;maturity</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Difference</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Current through 89&#xA0;days delinquent</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">457,968</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">447,224</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,744</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> 90 or more days delinquent (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">169</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> In foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">169</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">458,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">447,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,751</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans and mortgage loans under forward purchase agreements at fair value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Current through 89&#xA0;days delinquent</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,170,918</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,506,176</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(335,258</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> 90 or more days delinquent (1)</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">738,043</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,190,403</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(452,360</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> In foreclosure</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">909,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,493,643</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(584,159</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,647,527</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,684,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,036,520</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,818,445</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,190,222</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,371,777</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,276,582</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,637,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(1,361,026</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Loans delinquent 90 or more days are placed on nonaccrual status and previously accrued interest is reversed.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following are the changes in fair value included in current period income by consolidated statement of income line item for financial statement items accounted for under the fair value option:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="57%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="18" align="center"><b>Year ended December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net&#xA0;gain&#xA0;on<br /> &#xA0;&#xA0;&#xA0;&#xA0;mortgage&#xA0;&#xA0;&#xA0;&#xA0;<br /> loans<br /> acquired for<br /> sale</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net<br /> &#xA0;&#xA0;&#xA0;&#xA0;interest&#xA0;&#xA0;&#xA0;&#xA0;<br /> income</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net gain</b><br /> <b>on<br /> &#xA0;&#xA0;&#xA0;&#xA0;investments&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net loan<br /> &#xA0;&#xA0;&#xA0;&#xA0;servicing&#xA0;&#xA0;&#xA0;&#xA0;<br /> fees</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="18" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">357</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,416</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,773</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale&#xA0;at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">100,213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">100,213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,848</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">242,449</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">244,297</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair&#xA0;value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">100,213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,205</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">232,834</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">318,604</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(617</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(8,459</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(9,076</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(617</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(8,459</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(9,076</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="16"></td> <td height="16" colspan="20"></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="18" align="center"><b>Year ended December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net gain on<br /> &#xA0;&#xA0;&#xA0;&#xA0;mortgage&#xA0;&#xA0;&#xA0;&#xA0;<br /> loans<br /> acquired for<br /> sale</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net<br /> &#xA0;&#xA0;&#xA0;&#xA0;interest&#xA0;&#xA0;&#xA0;&#xA0;<br /> income</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net gain</b><br /> <b>on<br /> &#xA0;&#xA0;&#xA0;&#xA0;investments&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net loan<br /> &#xA0;&#xA0;&#xA0;&#xA0;servicing&#xA0;&#xA0;&#xA0;&#xA0;<br /> fees</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="18" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,946</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,900</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale&#xA0;at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(30,696</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(30,696</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">232</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,356</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,588</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency debt securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,720</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,720</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair&#xA0;value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(30,696</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">278</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">203,278</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">173,476</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(92</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,279</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,187</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(92</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,279</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,187</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="57%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="18" align="center"><b>Year ended December&#xA0;31, 2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net&#xA0;gain&#xA0;on<br /> &#xA0;&#xA0;&#xA0;&#xA0;mortgage&#xA0;&#xA0;&#xA0;&#xA0;<br /> loans<br /> acquired for<br /> sale</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net<br /> &#xA0;&#xA0;&#xA0;&#xA0;interest&#xA0;&#xA0;&#xA0;&#xA0;<br /> income</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net gain</b><br /> <b>on<br /> &#xA0;&#xA0;&#xA0;&#xA0;investments&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Net loan<br /> &#xA0;&#xA0;&#xA0;&#xA0;servicing&#xA0;&#xA0;&#xA0;&#xA0;<br /> fees</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="18" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">142</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,925</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,067</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale&#xA0;at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">188,055</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">188,055</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">95,615</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">95,615</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency debt securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,687</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,687</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair&#xA0;value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">188,055</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">142</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">108,227</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">295,572</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing at fair value</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b><i>Financial Statement Items Measured at Fair Value on a Nonrecurring Basis</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial statement items that are measured at fair value on a nonrecurring basis:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="70%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;1</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;2</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;3</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">157,203</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">157,203</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at lower of amortized cost or fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">91,990</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">91,990</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">249,193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">249,193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="70%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;1</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;2</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Level&#xA0;3</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">63,043</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">63,043</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,760</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,760</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at lower of amortized cost or fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">184,067</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">184,067</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">254,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">254,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> The following table summarizes the total gains (losses) recognized during the year on assets measured at fair values on a nonrecurring basis held at year-end:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="78%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"> <b>Year&#xA0;ended&#xA0;December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(24,896</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(11,856</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(86</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage servicing rights at lower of amortized cost or fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,138</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,970</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(30,034</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(6,972</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Real Estate Acquired in Settlement of Loans</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company measures its investment in REO at the respective properties&#x2019; fair values less cost to sell on a nonrecurring basis. The initial carrying value of the REO is measured by cost as indicated by the purchase price in the case of purchased REO or as measured by the fair value of the mortgage loan immediately before acquisition in the case of acquisition in settlement of a loan. REO may be subsequently revalued due to the Company receiving greater access to the property, the property being held for an extended period or receiving indications that the property&#x2019;s value may not be supported by developing market conditions. Any subsequent change in fair value to a level that is less than or equal to the property&#x2019;s cost is recognized in <i>Results of real estate acquired in settlement of loans</i> in the consolidated statements of income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Mortgage Servicing Rights at Lower of Amortized Cost or Fair Value</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company evaluates its MSRs at lower of amortized cost or fair value for impairment with reference to the assets&#x2019; fair value. For purposes of performing its MSR impairment evaluation, the Company stratifies its MSRs at lower of amortized cost or fair value based on the interest rates borne by the mortgage loans underlying the MSRs. Mortgage loans are grouped into pools with 50 basis point interest rate ranges for fixed-rate mortgage loans with interest rates between 3% and 4.5% and a single pool for mortgage loans with interest rates below 3%. MSRs relating to adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool. If the fair value of MSRs in any of the interest rate pools is below the amortized cost of the MSRs reduced by the existing valuation allowance for that pool, those MSRs are impaired.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> When MSRs are impaired, the impairment is recognized in current-period income and the carrying value of the MSRs is adjusted using a valuation allowance. If the fair value of the MSRs subsequently increases, the increase in fair value is recognized in current period income only to the extent of the valuation allowance for the respective impairment stratum.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Manager periodically reviews the various impairment strata to determine whether the fair value of the impaired MSRs in a given stratum is likely to recover. When the Manager deems recovery of value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for that stratum to its estimated recoverable value is charged to the valuation allowance.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Fair Value of Financial Instruments Carried at Amortized Cost</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company&#x2019;s cash balances as well as certain of its borrowings are carried at amortized cost. The Manager has concluded that the fair values of <i>Cash</i>, <i>Assets sold under agreements to repurchase, and Borrowings under forward purchase agreements</i> approximate the agreements&#x2019; carrying values due to the immediate realizability of <i>Cash</i> at its carrying amount and to the borrowing agreements&#x2019; short terms and variable interest rates.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> <i>Cash</i> is measured using Level 1 inputs. The Company&#x2019;s <i>Assets sold under agreements to repurchase</i> and <i>Borrowings under forward purchase agreements</i> are carried at amortized cost. The Company has classified these financial instruments as &#x201C;Level&#xA0;3&#x201D; financial statement items as of December&#xA0;31, 2014 due to the lack of current market activity and the Company&#x2019;s reliance on unobservable inputs to estimate these instruments&#x2019; fair values.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Notes are carried at amortized cost. The fair value of the Notes at December&#xA0;31, 2014 and 2013 was $239.0 million and $238.4&#xA0;million, respectively. The fair value of the Notes is estimated using a broker indication of value. The Company has classified the Notes as &#x201C;Level&#xA0;3&#x201D; financial statement items as of December&#xA0;31, 2014 due to the lack of current market activity and use of a broker&#x2019;s indication of value to estimate the instrument&#x2019;s fair values.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <b><i>Valuation Techniques and Assumptions</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Most of the Company&#x2019;s assets and a portion of its liabilities are carried at fair value with changes in fair value recognized in current period income. A substantial portion of those items are &#x201C;Level&#xA0;3&#x201D; financial statement items which require the use of significant unobservable inputs in the estimation of the assets&#x2019; and liabilities&#x2019; values. Unobservable inputs reflect the Company&#x2019;s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The FAV group reports to PCM&#x2019;s valuation committee, which oversees and approves the valuations. The valuation committee includes the chief executive, financial, operating, credit, and asset/liability management officers of PFSI. The FAV group monitors the models used for valuation of the Company&#x2019;s &#x201C;Level&#xA0;3&#x201D; financial statement items, including the models&#x2019; performance versus actual results and reports those results to PCM&#x2019;s valuation committee. The results developed in the FAV group&#x2019;s monitoring activities are used to calibrate subsequent projections used for valuation.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The FAV group is responsible for reporting to PCM&#x2019;s valuation committee on a monthly basis on the changes in the valuation of the Level 3 assets and liabilities it values, including major factors affecting the valuation and any changes in model methods and assumptions. To assess the reasonableness of its valuations, the FAV group presents an analysis of the effect on the valuation of each of the changes to the significant inputs to the valuation models.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The following describes the valuation techniques and assumptions used in estimating the fair values of Level&#xA0;2 and Level&#xA0;3 financial statement items:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <i>Mortgage-Backed Securities</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company&#x2019;s MBS securities include Agency and senior non-agency MBS. Agency MBS and senior non-agency MBS are categorized as &#x201C;Level&#xA0;2&#x201D; financial statement items. Fair value of Agency and senior non-Agency MBS is estimated based on quoted market prices for the Company&#x2019;s MBS or similar securities.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <i>Mortgage Loans</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Fair value of mortgage loans is estimated based on whether the mortgage loans are saleable into active markets:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Mortgage loans that are saleable into active markets, comprised of the Company&#x2019;s mortgage loans acquired for sale at fair value and mortgage loans at fair value held in a VIE, are categorized as &#x201C;Level&#xA0;2&#x201D; financial statement items. The fair values of mortgage loans acquired for sale at fair value are estimated using their quoted market or contracted price or market price equivalent. For the mortgage loans at fair value held in a VIE, the fair values of all of the individual securities issued by the securitization trust are used to derive a fair value for the mortgage loans.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Loans that are not saleable into active markets, comprised of the Company&#x2019;s mortgage loans at fair value held outside the VIE and mortgage loans under forward purchase agreements at fair value, are categorized as &#x201C;Level&#xA0;3&#x201D; financial statement items and their fair values are estimated using a discounted cash flow approach. Inputs to the discounted cash flow model include current interest rates, loan amount, payment status, property type or contracted selling price, discount rates and forecasts of future interest rates, home prices, prepayment speeds, default speeds and loss severities.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 17%; MARGIN-TOP: 6pt"> The valuation process includes the computation by stratum of the loans&#x2019; fair values and a review for reasonableness of various measures such as weighted average life, projected prepayment and default speeds, and projected default and loss percentages. The FAV group computes the effect on the valuation of changes in input variables such as interest rates, home prices, and delinquency status to assess the reasonableness of changes in the loan valuation. The results of the estimates of fair value of &#x201C;Level&#xA0;3&#x201D; mortgage loans are reported to PCM&#x2019;s valuation committee as part of its review and approval of monthly valuation results.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Changes in fair value attributable to changes in instrument-specific credit risk are measured by the effect on fair value of the change in the respective loan&#x2019;s delinquency status at period-end from the later of the beginning of the period or acquisition date.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The significant unobservable inputs used in the fair value measurement of the Company&#x2019;s mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value are discount rate, home price projections, voluntary prepayment speeds and default speeds. Significant changes in any of those inputs in isolation could result in a significant change to the loans&#x2019; fair value measurement. Increases in home price projections are generally accompanied by an increase in voluntary prepayment speeds.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following is a quantitative summary of key inputs used in the valuation of mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="65%"></td> <td valign="bottom" width="4%"></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 37.05pt"> <b>Key inputs</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <i>Mortgage loans at fair value</i></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Discount rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 2.3%&#xA0;&#x2013;&#xA0;15.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 8.7%&#xA0;&#x2013;&#xA0;16.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">7.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">12.7%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Twelve-month projected housing price index change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">4.0%&#xA0;&#x2013;&#xA0;5.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2.5%&#xA0;&#x2013;&#xA0;4.3%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">4.8%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">3.7%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Prepayment speed (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.0%&#xA0;&#x2013;&#xA0;6.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.0%&#xA0;&#x2013;&#xA0;3.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">3.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2.0%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total prepayment speed (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 0.0%&#xA0;&#x2013;&#xA0;27.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 0.3%&#xA0;&#x2013;&#xA0;33.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">21.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">24.3%</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="2"></td> <td height="8" colspan="2"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <i>Mortgage loans under forward purchase agreements</i></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Discount rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 9.5%&#xA0;&#x2013;&#xA0;13.5%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">11.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Twelve-month projected housing price index change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">3.3%&#xA0;&#x2013;&#xA0;4.2%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">3.8%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Prepayment speed (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">1.1%&#xA0;&#x2013;&#xA0;2.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2.2%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total prepayment speed (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 13.4%&#xA0;&#x2013;&#xA0;27.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">22.8%</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Prepayment speed is measured using Life Voluntary Conditional Prepayment Rate (&#x201C;CPR&#x201D;).</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(2)</td> <td valign="top" align="left">Total prepayment speed is measured using Life Total CPR.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Excess Servicing Spread Purchased from PennyMac Financial Services, Inc.</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company categorizes ESS as a &#x201C;Level&#xA0;3&#x201D; financial statement item. The Company uses a discounted cash flow approach to estimate the fair value of ESS. The key inputs used in the estimation of the fair value of ESS include prepayment speed and discount rate. Significant changes to those inputs in isolation may result in a significant change in the ESS fair value measurement. Changes in these key inputs are not necessarily directly related.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ESS is generally subject to loss in fair value when interest rates decrease. Decreasing mortgage rates normally encourage increased mortgage refinancing activity. Increased refinancing activity reduces the life of the loans underlying the ESS, thereby reducing the fair value of ESS. Reductions in the fair value of ESS affect income primarily through change in fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Interest income for ESS is accrued using the interest method, based upon the expected yield from the ESS through the expected life of the underlying mortgages. Changes to expected interest yield result in a change in fair value which is recorded in <i>Interest income</i>. Changes in expected cash flows result in a change to fair value that is recognized in <i>Net gain (loss) on investments</i>.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following are the key inputs used in determining the fair value of ESS:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="64%"></td> <td valign="bottom" width="5%"></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 37.05pt"> <b>Key inputs</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of underlying mortgage loans (in thousands)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$28,227,340</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$20,512,659</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Average servicing fee rate (in basis points)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">31</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">32</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Average ESS rate (in basis points)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">16</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">16</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pricing spread (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 1.7%&#xA0;&#x2013;&#xA0;12.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 2.8%&#xA0;&#x2013;&#xA0;14.4%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5.4%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Life (in years)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.4&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.9&#xA0;&#x2013;&#xA0;8.0</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5.8</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">6.1</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Annual total prepayment speed (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 7.6%&#xA0;&#x2013;&#xA0;74.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 7.7%&#xA0;&#x2013;&#xA0;48.6%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">11.2%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">9.7%</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Pricing spread represents a margin that is applied to a reference interest rate&#x2019;s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar London Interbank Offered Rate (&#x201C;LIBOR&#x201D;) curve for purposes of discounting cash flows relating to ESS.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(2)</td> <td valign="top" align="left">Prepayment speed is measured using Life Total CPR.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Derivative Financial Instruments</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company estimates the fair value of IRLCs based on quoted Agency MBS prices, its estimate of the fair value of the MSRs it expects to receive in the sale of the loans and the probability that the mortgage loan will be purchased as a percentage of the commitments it has made (the &#x201C;pull-through rate&#x201D;). The Company categorizes IRLCs as a &#x201C;Level&#xA0;3&#x201D; financial statement item.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The significant unobservable inputs used in the fair value measurement of the Company&#x2019;s IRLCs are the pull-through rate and the MSR component of the Company&#x2019;s estimate of the value of the mortgage loans it has committed to purchase. Significant changes in the pull-through rate and the MSR component of the IRLCs, in isolation, may result in a significant change in fair value. The financial effects of changes in these assumptions are generally inversely correlated as increasing interest rates have a positive effect on the fair value of the MSR component of IRLC value, but increase the pull-through rate for loans that have decreased in fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="64%"></td> <td valign="bottom" width="4%"></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 37.05pt"> <b>Key inputs</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pull-through rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 65.0%&#xA0;&#x2013;&#xA0;98.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 64.8%&#xA0;&#x2013;&#xA0;98.0%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">94.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">86.4%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSR value expressed as:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing fee multiple</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.7&#xA0;&#x2013;&#xA0;5.2</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">1.4&#xA0;&#x2013;&#xA0;5.1</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">4.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">4.1</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Percentage of unpaid principal balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.2%&#xA0;&#x2013;&#xA0;1.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.4%&#xA0;&#x2013;&#xA0;1.3%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">1.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">1.0%</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The Company estimates the fair value of commitments to sell loans based on quoted MBS prices. The Company estimates the fair value of the interest rate options and futures it purchases and sells based on observed interest rate volatilities in the MBS market.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Real Estate Acquired in Settlement of Loans</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> REO is measured based on its fair value on a nonrecurring basis and is categorized as a &#x201C;Level&#xA0;3&#x201D; financial statement item. Fair value of REO is established by using a current estimate of value from a broker&#x2019;s price opinion or a full appraisal, or the price given in a current contract of sale.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> REO values are reviewed by the Manager&#x2019;s staff appraisers when the Company obtains multiple indications of value and there is a significant difference between the values received. PCM&#x2019;s staff appraisers will attempt to resolve the difference between the indications of value. In circumstances where the appraisers are not able to generate adequate data to support a value conclusion, the staff appraisers will order an additional appraisal to determine the value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Mortgage Servicing Rights</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> MSRs are categorized as &#x201C;Level&#xA0;3&#x201D; financial statement items. The Company uses a discounted cash flow approach to estimate the fair value of MSRs. The key inputs used in the Company&#x2019;s discounted cash flow model are based on market factors which the Manager believes are consistent with inputs and data used by market participants valuing similar MSRs. The key inputs used in the estimation of the fair value of MSRs include prepayment and default rates of the underlying loans, the applicable pricing spread or discount rate, and annual per-loan cost to service mortgage loans, all of which are unobservable. Significant changes to any of those inputs in isolation could result in a significant change in the MSR fair value measurement. Changes in these key inputs are not necessarily directly related. The results of the estimates of fair value of MSRs are reported to PCM&#x2019;s valuation committee as part of their review and approval of monthly valuation results.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> MSRs are generally subject to loss in fair value when mortgage interest rates decrease. Decreasing mortgage interest rates normally encourage increased mortgage refinancing activity. Increased refinancing activity reduces the life of the loans underlying the MSRs, thereby reducing MSR fair value. Reductions in the fair value of MSRs affect income primarily through change in fair value and impairment charges. For MSRs backed by mortgage loans with historically low interest rates, factors other than interest rates (such as housing price changes) take on increasing influence on prepayment behavior of the underlying mortgage loans.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following are the key inputs used in determining the fair value of MSRs at the time of initial recognition:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="34%"></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="11" align="center"><b>Year ended December&#xA0;31,</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="3" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="3" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="3" align="center"><b>2012</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 37.05pt"> <b>Key inputs</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Amortized&#xA0;cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Amortized cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Amortized cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="11" align="center"><b>(MSR recognized and unpaid principal balance of underlying loan amounts in thousands)</b></td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSR recognized</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$73,640</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$47,693</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$159,961</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$23,071</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$133,159</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$1,508</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of underlying mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$6,800,637</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$4,573,369</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$13,343,793</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$2,148,185</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$12,254,751</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$161,153</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted-average annual servicing fee rate (in basis points)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">25</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">25</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">26</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pricing spread (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 6.3%&#xA0;&#x2013;&#xA0;17.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.5%&#xA0;&#x2013;&#xA0;14.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 5.4%&#xA0;&#x2013;&#xA0;17.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.4%&#xA0;&#x2013;&#xA0;14.4%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.5%&#xA0;&#x2013;&#xA0;22.8%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.5%&#xA0;&#x2013;&#xA0;16.5%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.2%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Life (in years)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.1&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.6&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.3&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 2.7&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.9&#xA0;&#x2013;&#xA0;7.0</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 2.4&#xA0;&#x2013;&#xA0;7.0</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.4</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.1</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.4</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.9</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.4</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.1</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Annual total prepayment speed (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.6%&#xA0;&#x2013;&#xA0;56.4%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.0%&#xA0;&#x2013;&#xA0;42.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.6%&#xA0;&#x2013;&#xA0;51.8%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.9%&#xA0;&#x2013;&#xA0;27.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 6.7%&#xA0;&#x2013;&#xA0;45.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.9%&#xA0;&#x2013;&#xA0;51.5%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">10.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">12.7%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Annual per-loan cost of servicing</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $59&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $59&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$69</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$74</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">Pricing spread represents a margin that is applied to a reference interest rate&#x2019;s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(2)</td> <td valign="top" align="left">Prepayment speed is measured using Life Total CPR.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following is a quantitative summary of key inputs used in the valuation of MSRs as of the dates presented, and the effect on the fair value from adverse changes in those assumptions (weighted averages are based upon unpaid principal balance or fair value where applicable):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="48%"></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="3" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="3" align="center"><b>December&#xA0;31, 2013</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Amortized cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Amortized cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="7" align="center"> <b>(Carrying&#xA0;value,&#xA0;unpaid&#xA0;principal&#xA0;balance&#xA0;and&#xA0;effect&#xA0;on&#xA0;fair&#xA0;value&#xA0;amounts&#xA0;in<br /> thousands)</b></td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Carrying value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$300,422</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$57,358</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$264,120</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$26,452</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="2"></td> <td height="8" colspan="2"></td> <td height="8" colspan="2"></td> <td height="8" colspan="2"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Key inputs:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of underlying mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$28,006,797</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$6,278,676</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$23,399,612</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$2,393,321</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted-average annual servicing fee rate (in basis points)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">25</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">26</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted-average note interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">3.80%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">4.78%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">3.68%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">4.78%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pricing spread (1)(2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 6.3%&#xA0;&#x2013;&#xA0;17.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.1%&#xA0;&#x2013;&#xA0;16.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 6.3%&#xA0;&#x2013;&#xA0;17.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.3%&#xA0;&#x2013;&#xA0;15.3%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">10.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.6%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Effect on fair value of a:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 5% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(5,801)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(937)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(5,490)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(488)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 10% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(11,410)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,845)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(10,791)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(959)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 20% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(22,086)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(3,577)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(20,861)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,855)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted average life (in years)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.8&#xA0;&#x2013;&#xA0;7.2</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.8&#xA0;&#x2013;&#xA0;7.2</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.3&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 2.8&#xA0;&#x2013;&#xA0;7.3</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.4</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.7</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.7</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.2</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Prepayment speed (1)(3)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.8%&#xA0;&#x2013;&#xA0;47.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.0%&#xA0;&#x2013;&#xA0;39.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.7%&#xA0;&#x2013;&#xA0;51.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.0%&#xA0;&#x2013;&#xA0;20.0%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.8%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">11.4%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.2%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Effect on fair value of a:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 5% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(6,166)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,430)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(5,467)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(568)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 10% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(12,138)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(2,803)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(10,765)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,117)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 20% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(23,532)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(5,394)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(20,886)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(2,160)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Annual per-loan cost of servicing (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $62&#xA0;&#x2013;&#xA0;$134</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $62&#xA0;&#x2013;&#xA0;$134</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$62</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$62</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Effect on fair value of a:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 5% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,807)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(334)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,695)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(158)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 10% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(3,614)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(668)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(3,390)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(316)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 20% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(7,228)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,337)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(6,780)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(633)</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">The effect on value of an adverse change in one of the above-mentioned key inputs may result in recognition of MSR impairment. The extent of impairment recognized will depend on the relationship of fair value to the carrying value of MSRs.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(2)</td> <td valign="top" align="left">Pricing spread represents a margin that is added to a reference interest rate&#x2019;s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans and purchased MSRs not backed by pools of distressed mortgage loans.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(3)</td> <td valign="top" align="left">Prepayment speed is measured using Life Total CPR.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The preceding sensitivity analyses are limited in that they were performed at a particular point in time; only contemplate the movements in the indicated inputs; do not incorporate changes in the inputs in relation to other inputs; are subject to the accuracy of various models and inputs used; and do not incorporate other factors that would affect the Company&#x2019;s overall financial performance in such scenarios, including operational adjustments made by the Manager to account for changing circumstances. For these reasons, the preceding estimates should not be viewed as earnings forecasts.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Securities Sold Under Agreements to Repurchase</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Fair value of securities sold under agreements to repurchase is based on the accrued cost of the agreements, which approximates the agreements&#x2019; fair values, due to the agreements&#x2019; short maturities.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Recently Issued Accounting Pronouncements</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> In January of 2014, the FASB issued Accounting Standards Update (&#x201C;ASU&#x201D;) No. 2014-04,&#xA0;<i>Receivables: Troubled Debt Restructuring by Creditors Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure</i>&#xA0;(&#x201C;ASU 2014-04&#x201D;) to the <i>Troubled Debt Restructuring</i> subtopic of the <i>Receivables</i> topic of the ASC.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-04 clarifies when a creditor should be considered to have received physical possession of residential real estate collateralizing a mortgage loan and the mortgage loan derecognized in the receivable and recognized as real estate property. ASU 2014-04 specifies that an in substance repossession occurs when either the creditor has obtained the legal title to the property after a foreclosure or the borrower has transferred all interest in the property to the creditor through a deed in lieu of foreclosure or similar legal agreement so that at that time the asset should be reclassified from <i>Mortgage loans at fair value</i> to <i>Real estate acquired in settlement of loans</i>.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-04 also provides that a disclosure of the amount of <i>Real estate acquired in settlement of loans</i> and the recorded investment in <i>Mortgage loans at fair value</i> that are in the process of foreclosure must be included in both interim and annual financial statements.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> ASU 2014-04 is effective for all year-end and interim periods beginning after December&#xA0;15, 2014. The adoption of ASU 2014-04 is not expected to have a material effect on the Company&#x2019;s consolidated financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In May of 2014, the FASB issued ASU No. 2014-09,&#xA0;<i>Revenue from Contracts with Customers</i>&#xA0;(&#x201C;ASU 2014-09&#x201D;) to the <i>Revenue from Contracts with Customers</i> topic of the ASC. ASU 2014-09 was issued to standardize revenue recognition between public and private companies as well as across industries in an effort to more closely align GAAP revenue recognition with international standards to provide a more comparable revenue number for the users of the financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-09 specifies that for all contracts, revenue should be recognized when or as the entity satisfies a performance obligation. Revenue is recognized either over a period or at one point in time in accordance with how the control of the service or good is transferred.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-09 is effective for all year-end and interim periods beginning after December&#xA0;15, 2016 and early application is not permitted. The Company is evaluating the adoption of ASU 2014-09 and the effect that ASU 2014-09 will have on its consolidated financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In June of 2014, FASB issued ASU No.&#xA0;2014-11, <i>Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures</i> (&#x201C;ASU 2014-11&#x201D;) to the <i>Transfers and Servicing</i> topic of the ASC. The amendments in ASU 2014-11 require two accounting changes. First, the amendments in ASU 2014-11 change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. Second, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-11 requires disclosures for certain transactions comprising (1)&#xA0;a transfer of a financial asset accounted for as a sale and (2)&#xA0;an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. ASU 2014-11 also specifies certain disclosure requirements for those transactions outstanding at the reporting date and for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions, the transferor is required to make certain disclosures by type of transaction.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-11 is effective for the annual periods, and interim periods within those annual periods, beginning after December&#xA0;15, 2014. The adoption of ASU 2014-11 is not expected to have a material effect on the Company&#x2019;s consolidated financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In August of 2014, FASB issued ASU 2014-15, <i>Disclosure of Uncertainties about an Entity&#x2019;s Ability to Continue as a Going Concern</i> (&#x201C;ASU 2014-15&#x201D;) to the <i>Going Concern</i> subtopic of the <i>Presentation of Financial Statements</i> topic of the ASC. ASU 2014-15 requires that when management identifies conditions or events that raise substantial doubt about an entity&#x2019;s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-15 requires that if conditions or events raise substantial doubt about an entity&#x2019;s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management&#x2019;s plans, the entity should include a statement in the notes to its financial statements that enables users of the financial statements to understand all of the following:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">a.</td> <td valign="top" align="left">Principal conditions or events that raised substantial doubt about the entity&#x2019;s ability to continue as a going concern (before consideration of management&#x2019;s plans)</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">b.</td> <td valign="top" align="left">Management&#x2019;s evaluation of the significance of those conditions or events in relation to the entity&#x2019;s ability to meet its obligations</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">c.</td> <td valign="top" align="left">Management&#x2019;s plans that alleviated substantial doubt about the entity&#x2019;s ability to continue as a going concern.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> If conditions or events raise substantial doubt about an entity&#x2019;s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management&#x2019;s plans, an entity should include a statement in the notes to its financial statements indicating that there is substantial doubt about the entity&#x2019;s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). The entity should disclose information that enables users of the financial statements to understand all of the following:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">a.</td> <td valign="top" align="left">Principal conditions or events that raise substantial doubt about the entity&#x2019;s ability to continue as a going concern</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 6px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">b.</td> <td valign="top" align="left">Management&#x2019;s evaluation of the significance of those conditions or events in relation to the entity&#x2019;s ability to meet its obligations</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="5%" align="left">c.</td> <td valign="top" align="left">Management&#x2019;s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity&#x2019;s ability to continue as a going concern.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> ASU 2014-15 is effective for the annual period ending after December&#xA0;15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the Company&#x2019;s consolidated financial statements.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of maturities of outstanding assets sold under agreements to repurchase by maturity date:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"> <tr> <td width="84%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 145.65pt"> <b>Remaining Maturity at December&#xA0;31, 2014</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Within 30 days</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">493,560</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Over 30 to 90&#xA0;days</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">508,083</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Over 90&#xA0;days to 180 days</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Over 180 days to 1 year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,613,709</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Over 1 year to 2 years</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">114,778</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,730,130</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted average maturity (in months)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6.9</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company operates in two segments: correspondent production and investment activities:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">The correspondent production segment represents the Company&#x2019;s operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of mortgage-backed securities (&#x201C;MBS&#x201D;), using the services of PNMAC Capital Management (the &#x201C;Manager or PCM&#x201D;) and PennyMac Loan Services, LLC (&#x201C;PLS&#x201D; or the &#x201C;Servicer&#x201D;), both indirect subsidiaries of PennyMac Financial Services, Inc. (&#x201C;PFSI&#x201D;).</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 17%; MARGIN-TOP: 6pt"> Most of the loans the Company has acquired in its correspondent production activities have been eligible for sale to government-sponsored entities such as the Federal National Mortgage Association (&#x201C;Fannie Mae&#x201D;) and Federal Home Loan Mortgage Corporation (&#x201C;Freddie Mac&#x201D;) or through government agencies such as the Government National Mortgage Association (&#x201C;Ginnie Mae&#x201D;). Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an &#x201C;Agency&#x201D; and, collectively, as the &#x201C;Agencies.&#x201D;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">The investment activities segment represents the Company&#x2019;s investments in mortgage-related assets, which include distressed mortgage loans, real estate acquired in settlement of loans (&#x201C;REO&#x201D;), MBS, mortgage servicing rights (&#x201C;MSRs&#x201D;) and excess servicing spread (&#x201C;ESS&#x201D;). The Company seeks to maximize the value of its acquired distressed mortgage loans through proprietary loan modification programs, special servicing or other initiatives focused on keeping borrowers in their homes. Where this is not possible, such as in the case of many nonperforming mortgage loans, the Company seeks to effect property resolution in a timely, orderly and economically efficient manner, including through the use of resolution alternatives to foreclosure.</td> </tr> </table> </div> FY <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Because of the Company&#x2019;s investment focus, PMT is exposed, to a greater extent than traditional mortgage investors, to the risks that borrowers may be in economic distress and/or may have become unemployed, bankrupt or otherwise unable or unwilling to make payments when due, and to the effects of fluctuations in the residential real estate market on the performance of its investments. Factors influencing these risks include, but are not limited to:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">changes in the overall economy and unemployment rates and residential real estate values in the markets where the properties securing the Company&#x2019;s mortgage loans are located;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">PCM&#x2019;s ability to identify and the Servicer&#x2019;s ability to execute optimal resolutions of problem mortgage loans;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">the accuracy of valuation information obtained during the Company&#x2019;s due diligence activities;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">PCM&#x2019;s ability to effectively model, and to develop appropriate model assumptions that properly anticipate, future outcomes;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">the level of government support for problem loan resolution and the effect of current and future proposed and enacted legislative and regulatory changes on the Company&#x2019;s ability to effect cures or resolutions to distressed loans; and</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">regulatory, judicial and legislative support of the foreclosure process, and the resulting effect on the Company&#x2019;s ability to acquire and liquidate the real estate securing its portfolio of distressed mortgage loans in a timely manner or at all.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Due to these uncertainties, there can be no assurance that risk management activities identified and executed on PMT&#x2019;s behalf will prevent significant losses arising from the Company&#x2019;s investments in real estate-related assets.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 37&#x2014;Parent Company Information</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company&#x2019;s debt financing agreements require PMT and certain of its subsidiaries to comply with financial covenants that include a minimum tangible net worth for the Company of $860&#xA0;million; a minimum tangible net worth for the Company&#x2019;s subsidiaries including the Operating Partnership of $700&#xA0;million (net worth was $1.6&#xA0;billion, which includes PMH and PMC); a minimum tangible net worth for PMH of $250&#xA0;million (net worth was $836&#xA0;million); and a minimum tangible net worth for PMC of $150&#xA0;million (net worth was $332&#xA0;million). The Company&#x2019;s subsidiaries are limited from transferring funds to the Parent by these minimum tangible net worth requirements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt" align="center"><b>PENNYMAC MORTGAGE INVESTMENT TRUST</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>CONDENSED BALANCE SHEETS</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="82%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"> <b>(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top" align="center"><b>Assets</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="top"></td> <td valign="top"></td> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="top"></td> <td valign="top"></td> <td valign="top"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Short-term investment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">506</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,340</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Investments in subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,637,927</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,527,213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Receivables from subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">522</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">521</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total assets</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,639,216</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,529,090</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top" align="center"><b>Liabilities</b></td> <td valign="bottom"></td> <td valign="top"></td> <td valign="top"></td> <td valign="top"></td> <td valign="bottom"></td> <td valign="top"></td> <td valign="top"></td> <td valign="top"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Dividends payable</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,482</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">41,570</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Accounts payable and accrued liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,988</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,825</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Due to affiliates</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,548</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,788</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Payables to subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">378</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income taxes payable</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">126</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">67</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total liabilities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">50,482</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,628</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top" align="center"><b>Shareholders&#x2019; equity</b></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,588,734</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,481,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total liabilities and shareholders&#x2019; equity</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,639,216</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,529,090</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>PENNYMAC MORTGAGE INVESTMENT TRUST</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>CONDENSED STATEMENTS OF INCOME</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Income</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Dividends from subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">174,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">148,520</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,135</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Intercompany</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,256</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">61</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Debt guarantee fees receivable from PennyMac Corp., LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,250</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">833</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total income</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">175,461</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149,377</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">109,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Expenses</b></p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Intercompany interest</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">167</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,321</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Total expenses</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">26</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,488</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income before provision for income taxes and equity in undistributed earnings in subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">175,435</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">107,964</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Provision for income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">372</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">86</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income before equity in undistributed earnings of subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">175,063</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149,252</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">107,964</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Equity in undistributed earnings of subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,288</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,940</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,845</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,351</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">199,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">136,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>PENNYMAC MORTGAGE INVESTMENT TRUST</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center"><b>CONDENSED STATEMENTS OF CASH FLOWS</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Cash flows from operating activities:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,351</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">199,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">136,809</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Adjustments to reconcile net income to net cash provided by operating activities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Equity in undistributed earnings of subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(23,288</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(49,940</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(28,845</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Decrease (increase) in receivables from subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> (Increase) decrease in other assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(316</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">943</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> (Decrease) increase in accounts payable and accrued liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(837</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,582</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">524</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> (Decrease) increase in due to affiliates</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(652</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,169</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> (Decrease) increase payable to subsidiaries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(40</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">314</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,472</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Increase in income taxes payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">59</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">67</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Net cash provided by operating activities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">173,699</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">145,550</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">145,951</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Cash flows from investing activities:</b></p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Increase in investment in subsidiaries</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(89,618</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(249,315</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(666,101</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net decrease in short-term investments</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">834</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,059</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,148</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Net cash used by investing activities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(88,784</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(247,256</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(657,953</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Cash flows from financing activities:</b></p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Proceeds from issuance of common shares</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">90,588</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">261,595</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">608,184</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Payment of common share underwriting and offering costs</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,070</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,321</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,360</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Payment of dividends</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(174,433</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(147,568</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(94,822</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Net cash (used) provided by financing activities</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(84,915</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">101,706</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">512,002</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net change in cash</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash at beginning of period</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Non-cash financing activity &#x2014; dividends payable</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,894</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">41,570</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> The Company&#x2019;s consolidated financial statements include assets and liabilities that are measured based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether the Manager has elected to carry the item at its fair value as discussed in the following paragraphs.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Fair Value Accounting Elections</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Manager identified all of its non-cash financial assets and MSRs relating to loans with initial interest rates of more than 4.5%, to be accounted for at fair value. The Manager has elected to account for these financial statement items at fair value so such changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company&#x2019;s performance. The Manager has also identified its asset-backed secured financing of the VIE to be accounted for at fair value to reflect the generally offsetting changes in fair value of these borrowings to changes in fair value of mortgage loans at fair value collateralizing this financing.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company&#x2019;s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Valuation of Financial Instruments</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> PMT groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. These levels are:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Level&#xA0;1&#x2014;Quoted prices in active markets for identical assets or liabilities.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">Level&#xA0;2&#x2014;Prices determined or determinable using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and others.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="8%">&#xA0;</td> <td valign="top" width="4%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" align="left">Level&#xA0;3&#x2014;Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Company&#x2019;s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.</p> </td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 13%; MARGIN-TOP: 6pt"> The valuation method used to estimate fair value may produce a fair value measurement that may not be indicative of ultimate realizable value. Furthermore, while the Manager believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or assumptions to estimate the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Those estimated values may differ significantly from the fair values that would have been used had a readily available market for such loans or investments existed, or had such loans or investments been liquidated, and those differences could be material to the financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Manager incorporates lack of liquidity into its fair value estimates based on the type of asset or liability measured and the valuation method used. For example, for mortgage loans where the significant inputs have become unobservable due to illiquidity in the markets for distressed mortgage loans or non-Agency, non-conforming mortgage loans, PMT uses a discounted cash flow technique to estimate fair value. This technique incorporates forecasting of expected cash flows discounted at a market discount rate that is intended to reflect the lack of liquidity in the market.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following are the fair values and related principal amounts due upon maturity of mortgage loans accounted for under the fair value option (including mortgage loans acquired for sale, mortgage loans at fair value, mortgage loans held in a VIE and mortgage loans under forward purchase agreements at fair value):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="65%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Principal<br /> amount due<br /> upon&#xA0;maturity</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Difference</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Current through 89&#xA0;days delinquent</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">637,518</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">610,372</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">27,146</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> 90 or more days delinquent (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">204</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(51</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> In foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">204</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(51</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">637,722</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">610,627</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,095</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans at fair value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Current through 89&#xA0;days delinquent</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,191,635</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,452,885</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(261,250</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> 90 or more days delinquent (1)</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">608,144</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">875,214</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(267,070</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> In foreclosure</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">927,173</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,371,371</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(444,198</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,535,317</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,246,585</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(711,268</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,726,952</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,699,470</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(972,518</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,364,674</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,310,097</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(945,423</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="63%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Principal<br /> amount due<br /> upon&#xA0;maturity</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Difference</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Current through 89&#xA0;days delinquent</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">457,968</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">447,224</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,744</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> 90 or more days delinquent (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">169</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> In foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">169</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">458,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">447,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,751</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans and mortgage loans under forward purchase agreements at fair value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Current through 89&#xA0;days delinquent</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,170,918</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,506,176</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(335,258</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> 90 or more days delinquent (1)</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">738,043</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,190,403</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(452,360</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> In foreclosure</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">909,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,493,643</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(584,159</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,647,527</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,684,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,036,520</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,818,445</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,190,222</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,371,777</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,276,582</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,637,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(1,361,026</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Loans delinquent 90 or more days are placed on nonaccrual status and previously accrued interest is reversed.</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note&#xA0;14&#x2014;Real Estate Acquired in Settlement of Loans</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial information relating to REO:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,942</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">88,078</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">80,570</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,049</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">82</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">48</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Transfers from mortgage loans at fair value and advances</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">364,945</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">185,061</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">112,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Transfers from REO under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">117</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,819</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Results of REO:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Valuation adjustments, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(45,476</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(24,002</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,942</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Gain on sale, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,498</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,531</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,440</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(31,978</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,471</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(502</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Proceeds from sales</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(184,467</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(120,925</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(126,499</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">303,228</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,942</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">88,078</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At period end:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO pledged to secure assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,284</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">17,453</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,061</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO held in a consolidated subsidiary whose stock is pledged to secure financings of such properties</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,365</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">71,951</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,773</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash paid for interest</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">94,116</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">67,374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">31,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income tax (refund) paid</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(6,562</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(9,200</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,700</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Non-cash investing activities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans acquired for sale at fair value to mortgage loans at fair value held by variable interest entity</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">536,776</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans and advances to real estate acquired in settlement of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">364,945</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">185,061</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">112,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans acquired for sale to mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">18</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchase of mortgage loans financed through forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">246,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,070</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans under forward purchase agreements to mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">205,902</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,347</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">117,913</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans under forward purchase agreements and advances to REO under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,448</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,633</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Receipt of MSRs as proceeds from sales of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">121,333</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">183,032</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">134,682</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchase of REO financed through forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">38</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Receipt of ESS pursuant to recapture agreement with PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,343</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of REO under forward purchase agreements to REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">117</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">21,819</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Non-cash financing activities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchase of mortgage loans financed through forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">246,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,070</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchase of REO financed through forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">38</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfer of mortgage loans at fair value financed through agreements to repurchase to REO financed under agreements to repurchase</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,731</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">44,395</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Dividends payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,894</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">41,570</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of MSRs carried at amortized cost:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Amortized Cost:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">266,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">132,977</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,282</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MSRs resulting from loan sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,640</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">159,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">133,159</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Amortization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(31,911</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,241</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,460</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(289</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(19</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">308,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">266,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">132,977</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Valuation Allowance:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,577</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Reversals (additions)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,138</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,970</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,715</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,577</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MSRs, net</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">300,422</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">264,120</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">125,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Estimated fair value at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">322,230</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">289,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">126,995</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> -16648000 Yes 73495000 90589000 139000 8571000 1070000 185972000 10436000 203000000 86759000 48000 -6562000 -6802000 201809000 5752000 1588000 100 28381456000 47502000 174433000 554604000 0 -5367000 24910000 -4329000 179464000 0 8900000 8226000 35647000 -36600000 95075000 11527000 37893000 10 604000 -187500000 76300000 -5138000 2372000 0 99987 127000 10416000 803000 -8459000 356741000 192714000 194544000 8456000 94116000 172348000 23974000 74480000 -31978000 227488000 80008000 -15536000 -32000 85589000 177277000 8380000 970000 47693000 73640000 920000 9400000 -5304000 -8518000 8328000 1830000 474000 45476000 11703015000 62812000 -15080000 184467000 352000 3162000 58304000 387039000 89600000 1070000 70294000 104000 27972000 24293000 90589000 -11455000 11642 456000 -3380000 14358000 35035000 0 -5193000 31911000 -6361000 18499000 11703015000 5752000 -10232000 178757000 655718000 0 2122000 52522000 42124000 41001000 598339000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Net loan servicing fees is summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="62%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Servicing fees (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">80,008</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,982</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSR recapture fee receivable from PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">709</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Effect of MSRs:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Carried at lower of amortized cost or fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Amortization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(31,911</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,241</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,460</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> (Provision for) reversal of impairment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,138</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,970</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Gain on sale</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Carried at fair value - change in fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Gains (losses) on hedging derivatives</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,527</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,988</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,123</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(42,124</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(22,643</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,736</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">37,893</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">32,791</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(754</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Average servicing portfolio</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">29,709,898</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,670,861</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,667,941</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Includes contractually specified servicing and ancillary fees.</td> </tr> </table> </div> 48719000 227866000 0 26805000 0.0232 0.0025 13498000 9802000 0.20 -28663000 69503000 0 652360000 0.015 700000 266000 31183387000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The components of income taxes payable are as follows:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Taxes currently receivable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,428</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,446</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deferred income taxes payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(52,845</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(68,381</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Income taxes payable</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(51,417</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(59,935</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 5365000 250000000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 28&#x2014;Net Loan Servicing Fees</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Net loan servicing fees is summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="62%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Servicing fees (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">80,008</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,982</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSR recapture fee receivable from PFSI</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">709</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Effect of MSRs:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Carried at lower of amortized cost or fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Amortization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(31,911</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,241</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,460</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> (Provision for) reversal of impairment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,138</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,970</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Gain on sale</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Carried at fair value - change in fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Gains (losses) on hedging derivatives</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,527</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,988</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,123</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(42,124</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(22,643</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,736</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">37,893</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">32,791</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(754</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Average servicing portfolio</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">29,709,898</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,670,861</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,667,941</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Includes contractually specified servicing and ancillary fees.</td> </tr> </table> </div> 4573369000 3117000 13292000 68000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 19&#x2014;Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial information relating to the asset-backed secured financing of the VIE:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">167,752</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">43,108</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,489</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average effective interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.82</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.69</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,920</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.50</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.50</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.00</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The <i>Asset-backed secured financing of the variable interest entity</i> is a non-recourse liability and secured solely by the assets of the VIE and not by any other assets of the Company. The assets of the VIE are the only source of funds for repayment of the certificates.</p> </div> 6800637000 16431338000 1347360000 0.50 2013-02-01 0.0478 618395000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note&#xA0;13&#x2014;Mortgage Loans Under Forward Purchase Agreements at Fair Value</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of the distribution of the Company&#x2019;s mortgage loans under forward purchase agreements at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="66%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 34.45pt"> <b>Loan type</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair<br /> value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid<br /> principal<br /> balance</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair</b><br /> <b>value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid<br /> principal<br /> balance</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Nonperforming loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">177,841</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">268,600</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Performing loans:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fixed</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29,496</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> ARM/hybrid</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,933</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate step-up</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,485</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,455</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">40,287</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">63,884</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">332,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans under forward purchase agreements at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Portion of mortgage loans originated between 2005 and 2007</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">72</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Percentage of mortgage loans secured by California real estate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Additional states contributing 5% or more of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">New Jersey</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">Washington</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">New York</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">Maryland</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> 66850000 0 New York New Jersey Florida 18184000 0 3614000 2363000 56268000 26737000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note&#xA0;12&#x2014;Mortgage Loans at Fair Value</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of the distribution of the Company&#x2019;s mortgage loans at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="56%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 34.45pt"> <b>Loan type</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair</b><br /> <b>value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid</b><br /> <b>principal</b><br /> <b>balance</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair</b><br /> <b>value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid</b><br /> <b>principal</b><br /> <b>balance</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Nonperforming loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,535,317</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,246,585</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,469,686</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,415,446</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Performing loans:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fixed interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">322,704</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">449,496</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">310,607</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">475,568</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Adjustable-rate mortgage (&#x201C;ARM&#x201D;)/hybrid</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">127,405</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162,329</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">165,327</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">207,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate step-up</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">213,999</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">323,350</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">130,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">215,702</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balloon</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">158</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">210</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">139</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">664,266</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">935,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">606,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">899,036</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Fixed interest rate jumbo loans held in a VIE</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">527,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">517,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">523,652</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">543,257</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,726,952</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,699,470</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,600,317</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,857,739</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans at fair value pledged to secure borrowings at period end:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,543,242</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,314,324</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans held in a consolidated subsidiary whose stock is pledged to secure financings of such loans</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">989</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans held in a VIE securing an asset-backed financing</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">527,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">523,652</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans at fair value, excluding mortgage loans held in a VIE securing asset-backed financing:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="64%"></td> <td valign="bottom" width="7%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 49.3pt"> <b>Concentration</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Portion of mortgage loans originated between 2005 and 2007</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">75%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">72%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Percentage of fair value of mortgage loans with unpaid-principal- balance-to-current-property-value in excess of 100%</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">55%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">61%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Percentage of mortgage loans secured by California real estate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">22%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">24%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Additional states contributing 5% or more of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="top" align="center">New&#xA0;York<br /> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center">New&#xA0;Jersey<br /> Florida</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">New&#xA0;York<br /> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center">Florida</p> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center">New&#xA0;Jersey</p> </td> </tr> </table> </div> -78150000 3049000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial information relating to the asset-backed secured financing of the VIE:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">167,752</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">43,108</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,489</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,612</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average effective interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.82</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.69</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,920</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">165,415</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.50</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.50</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.00</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> </table> </div> 66850000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> As a result of recognizing these assets, the Company&#x2019;s consolidated statements of income and cash flows for the periods presented include the following amounts related to the forward purchase agreements:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Statements of income:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,584</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,659</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">996</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,707</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,396</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net gain on investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,720</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,293</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Net loan servicing fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">516</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">852</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,011</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Results of REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(473</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(20</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Statements of cash flows:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Sales of REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,365</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">651</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Repayments of borrowings under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(227,866</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(27,070</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(157,166</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <i>Offsetting of Derivative Assets</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of net derivative assets. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="52%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> of<br /> recognized<br /> assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> offset<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amounts<br /> of assets<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> of<br /> recognized<br /> assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> offset<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amounts<br /> of assets<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives subject to master netting arrangements:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS call options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Call options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Netting</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,713</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,429</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,466</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives not subject to master netting arrangements:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">13,391</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,962</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> &#xA0;</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <i>Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The following table summarizes by significant counterparty the amount of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting. All assets sold under agreements to repurchase represent sufficient collateral or exceed the liability amount recorded on the consolidated balance sheet.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="42%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" nowrap="nowrap" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" nowrap="nowrap" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" nowrap="nowrap" align="center"><b>Gross amounts<br /> not offset in the<br /> consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" nowrap="nowrap" align="center"><b>Gross amounts<br /> not offset in the<br /> consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net amount<br /> of liabilities<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Financial<br /> instruments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Cash<br /> collateral<br /> pledged</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net amount<br /> of liabilities<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Financial<br /> instruments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Cash<br /> collateral<br /> pledged</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amount</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="30" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Morgan Stanley Bank, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">121,975</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(121,975</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">30,226</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(30,226</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of Oklahoma</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Daiwa Capital Markets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">126,909</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(126,909</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">132,525</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(132,525</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Citibank</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">797,851</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(797,663</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">188</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">945,015</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(944,856</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">159</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Credit Suisse First Boston Mortgage Capital LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">966,155</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(966,155</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">523,546</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(523,546</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of America, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">529,144</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(529,144</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">408,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(408,452</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deutsche Bank</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> RBS Securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">208,520</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(208,520</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,856</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,856</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">431</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">431</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,752,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(2,750,366</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,041,566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(2,039,605</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 122620000 0.0380 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans at fair value, excluding mortgage loans held in a VIE securing asset-backed financing:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="64%"></td> <td valign="bottom" width="7%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 49.3pt"> <b>Concentration</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Portion of mortgage loans originated between 2005 and 2007</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">75%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">72%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Percentage of fair value of mortgage loans with unpaid-principal- balance-to-current-property-value in excess of 100%</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">55%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">61%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Percentage of mortgage loans secured by California real estate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">22%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">24%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Additional states contributing 5% or more of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="top" align="center">New&#xA0;York<br /> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center">New&#xA0;Jersey<br /> Florida</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">New&#xA0;York<br /> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center">Florida</p> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt" align="center">New&#xA0;Jersey</p> </td> </tr> </table> </div> 42124000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Mortgage-Backed Securities</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company invests in Agency and non-Agency MBS. Purchases and sales of MBS and Agency debt are recorded as of the trade date. The Company&#x2019;s investments in MBS are carried at fair value with changes in fair value recognized in current period income. Changes in fair value arising from amortization of purchase premiums and accrual of unearned discounts are recognized using the interest method as a component of <i>Interest income.</i> Changes in fair value arising from other factors are recognized as a component of <i>Net gain (loss) on investments.</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company categorizes its investments in Agency MBS and senior non-Agency MBS as &#x201C;Level 2&#x201D; fair value financial statement items.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Interest Income Recognition</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Interest income on MBS is recognized over the life of the security using the interest method. The Manager estimates, at the time of purchase, the future expected cash flows and determines the effective interest rate based on the estimated cash flows and the security&#x2019;s purchase price. The Manager updates its cash flow estimates monthly.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Estimating cash flows requires a number of inputs that are subject to uncertainties, including the rate and timing of principal payments (including prepayments, repurchases, defaults and liquidations), the pass-through or coupon interest rate, interest rate fluctuations, interest payment shortfalls due to delinquencies on the underlying mortgage loans, the likelihood of modification and the timing of the magnitude of credit losses on the mortgage loans underlying the securities. The Manager applies its judgment in developing its estimates. However, these uncertainties are difficult to predict; therefore, the outcome of future events will affect the Company&#x2019;s estimates and interest income.</p> </div> 0.14 Note interest rate pools of 50 basis points <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Mortgage Loans</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Mortgage loans and mortgage loans under forward purchase agreements are carried at their fair values. Changes in the fair value of mortgage loans are recognized in current period income. All changes in fair value, including changes arising from the passage of time, are recognized as a component of <i>Net gain (loss) on investments</i> for mortgage loans classified as mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value and <i>Net gain on mortgage loans acquired for sale</i> for mortgage loans classified as mortgage loans acquired for sale at fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> <i>Mortgage loans held by variable interest entity</i> are carried at their fair values. Changes in the fair value of mortgage loans held by variable interest entity are recognized in current period income as a component of <i>Net gain (loss) on investments</i>. Changes in fair value relating to accrual of unearned discounts and amortization of purchase premiums are accrued or amortized to interest income using the interest method over the estimated remaining life of the loans including anticipated prepayments.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <i>Sale Recognition</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company purchases from and sells mortgage loans into the secondary mortgage market without recourse for credit losses. However, the Company maintains continuing involvement with the loans in the form of servicing arrangements and liability under representations and warranties it makes to purchasers and insurers of the loans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company recognizes transfers of mortgage loans as sales based on whether the transfer is made to a VIE:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">For mortgage loans that are not transferred to a VIE, the Company recognizes the transfer as a sale when it surrenders control over the mortgage loans. Control over transferred mortgage loans is deemed to be surrendered when (i)&#xA0;the mortgage loans have been isolated from the Company, (ii)&#xA0;the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred mortgage loans, and (iii)&#xA0;the Company does not maintain effective control over the transferred mortgage loans through either (a)&#xA0;an agreement that entitles and obligates the Company to repurchase or redeem them before their maturity or (b)&#xA0;the ability to unilaterally cause the holder to return specific mortgage loans.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 6pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td width="13%">&#xA0;</td> <td valign="top" width="3%" align="left">&#x2022;</td> <td valign="top" width="1%">&#xA0;</td> <td valign="top" align="left">For mortgage loans that are transferred to a VIE, the Company recognizes the transfer as a sale when the Manager determines that the Company is not the primary beneficiary of the VIE, as the Company does not have the power to direct the activities that will have the most significant economic impact on the VIE and/or does not hold a variable interest that could potentially be significant to the VIE.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Interest Income Recognition</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company has the ability but not the intent to hold mortgage loans acquired for sale, mortgage loans at fair value and mortgage loans under forward purchase agreements, excluding mortgage loans held in a VIE, for the foreseeable future. Therefore, interest income on mortgage loans acquired for sale and mortgage loans at fair value is recognized over the life of the loans using their contractual interest rates.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company has both the ability and intent to hold mortgage loans held in a VIE for the foreseeable future. Therefore, interest income on mortgage loans held in a variable interest entity is recognized over the estimated remaining life of the mortgage loans using the interest method. Unearned discounts and purchase premiums are accrued and amortized to interest income using the effective interest rate inherent in the estimated cash flows inherent in the mortgage loans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Income recognition is suspended and the accrued unpaid interest receivable is reversed against interest income when loans become 90&#xA0;days delinquent, or when, in the Manager&#x2019;s opinion, a full recovery of income and principal becomes doubtful. Income recognition is resumed when the loan becomes contractually current.</p> </div> 40084000 0.045 0 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial information relating to assets sold under agreements to repurchase:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="64%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ending December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average interest rate (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.12</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.43</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.77</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Average balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,311,273</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,552,912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">805,461</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">58,304</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">47,790</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">28,025</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Maximum daily amount outstanding</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,203,989</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,124,616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,684,712</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,730,130</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,039,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,256,102</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average stated interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.32</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.29</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.02</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Available borrowing capacity:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Committed</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">652,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,467,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">643,898</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Uncommitted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">695,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">150,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">350,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,347,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,617,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">993,898</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Margin deposits placed with counterparties</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,579</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,468</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fair value of assets securing agreements to repurchase:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Mortgage-backed securities</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">307,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">197,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">609,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">454,210</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">972,079</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,543,242</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,315,313</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">949,060</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Real estate acquired in settlement of loans</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">150,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">89,404</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,834</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,610,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,056,328</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,944,973</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Excludes the amortization of commitment fees and issuance costs of $9.4&#xA0;million, $10.0&#xA0;million, and $5.5&#xA0;million for the years ended December&#xA0;31, 2014,&#xA0;2013, and 2012, respectively.</td> </tr> </table> </div> 0.08 695000000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 22&#x2014;Liability for Losses Under Representations and Warranties</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of the Company&#x2019;s liability for losses under representations and warranties:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="61%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance, beginning of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">205</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Provision for losses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,669</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,236</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Losses charged</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(123</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance, end of year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,242</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of mortgage loans subject to representations and warranties at period end</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">34,673,414</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">25,652,972</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,168,454</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 0 46000 205902000 28006797000 31873913000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of the distribution of the Company&#x2019;s mortgage loans acquired for sale at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair<br /> value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid<br /> principal<br /> balance</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair<br /> value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid<br /> principal<br /> balance</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 34.45pt"> <b>Loan type</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Conventional:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency-eligible</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">290,007</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">277,355</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">311,162</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">304,749</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Jumbo</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138,390</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">135,008</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">34,615</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">35,050</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Held for sale to PennyMac Loan Services, LLC &#x2014; Government-insured or guaranteed</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">209,325</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">198,265</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">112,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">107,587</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">637,722</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">610,628</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">458,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">447,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Loans pledged to secure assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">609,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">454,210</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Loans pledged to secure mortgage loan participation and sale agreements</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,799</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of the base management and performance incentive fees recorded by the Company:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Management fee:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" colspan="9"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Base</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">23,330</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">19,644</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,436</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Performance incentive</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,705</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,766</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total management fee incurred during the year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,035</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">32,410</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,436</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 99728000 35963000 6490000 121333000 16431338000 -11518000 9763000 306000 0.0212 0.15 -24896000 The termination fee is equal to three times the sum of (a) the average annual base management fee, and (b) the average annual performance incentive fee earned by PFSI, in each case during the 24-month period before termination. <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Underwriting Commissions and Offering Costs</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Underwriting commissions and offering costs incurred in connection with the Company&#x2019;s share offerings are reflected as a reduction of additional paid-in capital. Contingent offering costs that are deemed by the Manager as probable of being paid are recorded as a reduction of additional paid-in capital.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <b><i>Mortgage Servicing Rights</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> MSRs arise from contractual agreements between the Company and investors (or their agents) in mortgage securities and mortgage loans. Under these contracts, the Company is obligated to provide loan servicing functions in exchange for fees and other remuneration. The servicing functions typically performed include, among other responsibilities, collecting and remitting loan payments; responding to borrower inquiries; accounting for principal and interest, holding custodial (impound) funds for payment of property taxes and insurance premiums; counseling delinquent mortgagors; and supervising the acquisition and disposition of REO. The Company has engaged PFSI to provide these services on its behalf.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The fair value of MSRs is derived from the net positive cash flows associated with the servicing contracts. The Company receives a servicing fee ranging generally from 0.250% to 0.375% annually on the remaining outstanding principal balances of the loans. The servicing fees are collected from the monthly payments made by the mortgagors. The Company generally receives other remuneration including rights to various mortgagor-contracted fees such as late charges and collateral reconveyance charges and the Company is generally entitled to retain the interest earned on funds held pending remittance of mortgagor principal, interest, tax and insurance payments.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company recognizes MSRs initially at their fair values, either as proceeds from sales of mortgage loans where the Company assumes the obligation to service the loan in the sale transaction, or from the purchase of MSRs. The precise fair value of MSRs is difficult to determine because MSRs are not actively traded in observable stand-alone markets. Considerable judgment is required to estimate the fair values of these assets and the exercise of such judgment can significantly affect the Company&#x2019;s earnings. Therefore, the Company classifies its MSRs as &#x201C;Level&#xA0;3&#x201D; fair value financial statement items.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company accounts for MSRs at either the asset&#x2019;s fair value with changes in fair value recorded in current period earnings or using the amortization method with the MSRs carried at the lower of amortized cost or fair value based on the class of MSR. The Company has identified two classes of MSRs: originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5%; and MSRs backed by mortgage loans with initial interest rates of more than 4.5%. The Company&#x2019;s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>MSRs Accounted for Using the MSR Amortization Method</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company amortizes MSRs that are accounted for using the MSR amortization method. MSR amortization is determined by applying the ratio of the net MSR cash flows projected for the current period to the estimated total remaining net MSR cash flows. The estimated total net MSR cash flows are determined at the beginning of each month using prepayment inputs applicable at that time.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company periodically assesses MSRs accounted for using the amortization method for impairment. Impairment occurs when the current fair value of the MSR falls below the asset&#x2019;s carrying value (carrying value is the amortized cost reduced by any related valuation allowance). If MSRs are impaired, the impairment is recognized in current-period earnings and the carrying value of the MSRs is adjusted through a valuation allowance. If the fair value of impaired MSRs subsequently increases, the Company recognizes the increase in fair value in current-period earnings and adjusts the carrying value of the MSRs through a reduction in the valuation allowance to adjust the carrying value only to the extent of the valuation allowance.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company stratifies its MSRs by risk characteristic when evaluating for impairment. For purposes of performing its MSR impairment evaluation, the Company stratifies its servicing portfolio on the basis of certain risk characteristics including loan type (fixed-rate or adjustable-rate) and note interest rate. Fixed-rate mortgage loans are stratified into note interest rate pools of 50 basis points for note interest rates between 3.0% and 4.5% and a single pool for note interest rates below 3%. Adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool. If the fair value of MSRs in any of the note interest rate pools is below the carrying value of the MSRs for that pool, impairment is recognized to the extent of the difference between the fair value and the existing carrying value for that pool.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Manager periodically reviews the various impairment strata to determine whether the fair value of the impaired MSRs in a given stratum is likely to recover. When the Manager deems recovery of the fair value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for that stratum to its estimated recoverable value is charged to the valuation allowance.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Amortization and impairment of MSRs are included in current period income as a component of <i>Net loan servicing fees</i>.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <i>MSRs Accounted for at Fair Value</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Changes in fair value of MSRs accounted for at fair value are recognized in current period income as a component of <i>Net loan servicing fees</i>.</p> </div> 5365000 0 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Net gain on mortgage loans acquired for sale is summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash (loss) gain :</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Sales proceeds, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(20,989</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(197,580</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">13,918</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Hedging activities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(57,161</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">136,829</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(57,040</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(78,150</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(60,751</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(43,122</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Non cash gain:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Receipt of MSRs in loan sale transactions</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">121,333</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">183,032</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">134,682</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Provision for losses relating to representations and warranties provided in loan sales</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,255</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,669</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,236</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Change in fair value of IRLCs, mortgage loans and hedging derivatives held at period end:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> IRLCs</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,412</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(18,230</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,707</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Mortgage loans</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,825</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,265</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Hedging derivatives</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,518</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,552</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,953</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,281</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(17,943</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">60,351</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,647</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">98,669</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">147,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> </tr> </table> </div> 12737000 557432000 5079000 0 779000 23330000 0.045 0.0025 2311273000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of the Company&#x2019;s liability for losses under representations and warranties:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="61%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance, beginning of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">205</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Provision for losses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,669</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,236</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Losses charged</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(123</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance, end of year</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,242</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,441</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of mortgage loans subject to representations and warranties at period end</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">34,673,414</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">25,652,972</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,168,454</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 7828000 4412000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 21&#x2014;Borrowings under Forward Purchase Agreements</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial information relating to borrowings under forward purchase agreements:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average effective interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.84</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.94</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4.01</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">82,056</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">124,394</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">58,719</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,364</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,707</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,396</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Maximum daily amount outstanding</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">226,848</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">244,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">152,428</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">226,580</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.00</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.02</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.00</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fair value of underlying loans and REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">226,833</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Loan Servicing Fees</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Loan servicing fees and other remuneration are received by the Company for servicing mortgage loans. Loan servicing fees are recorded net of Agency guarantee fees paid by the Company. Loan servicing fees are recognized as earned over the life of the loans in the servicing portfolio.</p> </div> 7343000 14357000 11476448000 0.86 12737000 0 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Assets Sold Under Agreements to Repurchase</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Assets sold under agreements to repurchase are carried at historical cost. Costs of creating the facilities underlying the agreements are recognized as deferred charges in <i>Other assets</i> and amortized to <i>Interest expense</i> over the term of the borrowing facility on the straight-line basis.</p> </div> 0.0050 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of the activity in REO under forward purchase agreements:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">22,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">68</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Transfers from mortgage loans under forward purchase agreements at fair value and advances</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,922</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,633</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers to REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,737</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(117</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(21,819</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Results of REO under forward purchase agreements:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Valuation adjustments, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(779</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(112</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(449</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Gain on sale, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">306</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">92</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(473</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Proceeds from sales</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,365</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(651</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,912</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 90 or more days 0 68284000 7107000 13292000 2828000 0.00 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial information relating to borrowings under forward purchase agreements:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average effective interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.84</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.94</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4.01</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">82,056</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">124,394</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">58,719</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,364</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,707</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,396</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Maximum daily amount outstanding</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">226,848</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">244,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">152,428</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">226,580</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.00</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.02</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0.00</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fair value of underlying loans and REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">226,833</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> 560549000 0.30 2017-02-01 11705000 23.73 P28M 0 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following is a quantitative summary of key inputs used in the valuation of mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="65%"></td> <td valign="bottom" width="4%"></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 37.05pt"> <b>Key inputs</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <i>Mortgage loans at fair value</i></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Discount rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 2.3%&#xA0;&#x2013;&#xA0;15.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 8.7%&#xA0;&#x2013;&#xA0;16.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">7.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">12.7%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Twelve-month projected housing price index change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">4.0%&#xA0;&#x2013;&#xA0;5.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2.5%&#xA0;&#x2013;&#xA0;4.3%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">4.8%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">3.7%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Prepayment speed (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.0%&#xA0;&#x2013;&#xA0;6.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.0%&#xA0;&#x2013;&#xA0;3.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">3.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2.0%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total prepayment speed (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 0.0%&#xA0;&#x2013;&#xA0;27.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 0.3%&#xA0;&#x2013;&#xA0;33.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">21.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">24.3%</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="2"></td> <td height="8" colspan="2"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <i>Mortgage loans under forward purchase agreements</i></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Discount rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 9.5%&#xA0;&#x2013;&#xA0;13.5%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">11.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Twelve-month projected housing price index change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">3.3%&#xA0;&#x2013;&#xA0;4.2%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">3.8%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Prepayment speed (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">1.1%&#xA0;&#x2013;&#xA0;2.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2.2%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total prepayment speed (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 13.4%&#xA0;&#x2013;&#xA0;27.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">22.8%</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Prepayment speed is measured using Life Voluntary Conditional Prepayment Rate (&#x201C;CPR&#x201D;).</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(2)</td> <td valign="top" align="left">Total prepayment speed is measured using Life Total CPR.</td> </tr> </table> </div> 10850 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <i>Derivative Assets and Collateral Held by Counterparty</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The following table summarizes by significant counterparty the amount of derivative asset positions after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="34%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" nowrap="nowrap" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="14" nowrap="nowrap" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" nowrap="nowrap" align="center"><b>Gross amounts<br /> not offset in the<br /> consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" nowrap="nowrap" align="center"><b>Gross amounts<br /> not offset in the<br /> consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net&#xA0;amount of<br /> assets&#xA0;presented<br /> in&#xA0;the&#xA0;consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Financial<br /> instruments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Cash<br /> collateral<br /> received</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net amount<br /> of&#xA0;assets&#xA0;presented<br /> in the consolidated<br /> balance&#xA0;sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Financial<br /> instruments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Cash<br /> collateral<br /> received</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amount</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="30" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> RJ O&#x2019;Brien</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,034</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,034</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of America, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">738</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">738</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,024</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,024</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Daiwa Capital Markets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Fannie Mae Capital Markets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">432</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">432</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Morgan Stanley Bank, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">104</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">104</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">546</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">546</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Wells Fargo</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">378</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">378</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deutsche Bank</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">124</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">124</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Jefferies</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">133</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">133</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cantor Fitzgerald LP</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">613</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">613</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Credit Suisse First Boston Mortgage Capital LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">253</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">253</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">196</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">196</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Nomura</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">273</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">273</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">830</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">830</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 0.08 100 Note interest rate pools of 50 basis points for note interest rates between 3.0% and 4.5% and a single pool for note interest rates below 3%. Adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool. <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The Company&#x2019;s components of the provision for deferred income taxes are as follows:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Real estate valuation loss</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(5,079</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,651</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(5,512</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage servicing rights</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,996</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">66,284</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net operating loss carryforward</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(35,963</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(38,783</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liability for losses under representations and warranties</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,944</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,454</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,461</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,781</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Valuation allowance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total (benefit) provision for deferred income taxes</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(15,536</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">42,127</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following are the changes in fair value included in current period income by consolidated statement of income line item for financial statement items accounted for under the fair value option:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="57%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="18" align="center"><b>Year ended December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net&#xA0;gain&#xA0;on<br /> &#xA0;&#xA0;&#xA0;&#xA0;mortgage&#xA0;&#xA0;&#xA0;&#xA0;<br /> loans<br /> acquired for<br /> sale</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net<br /> &#xA0;&#xA0;&#xA0;&#xA0;interest&#xA0;&#xA0;&#xA0;&#xA0;<br /> income</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net gain</b><br /> <b>on<br /> &#xA0;&#xA0;&#xA0;&#xA0;investments&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net loan<br /> &#xA0;&#xA0;&#xA0;&#xA0;servicing&#xA0;&#xA0;&#xA0;&#xA0;<br /> fees</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="18" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">357</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,416</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,773</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale&#xA0;at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">100,213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">100,213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,848</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">242,449</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">244,297</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">803</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair&#xA0;value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">100,213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,205</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">232,834</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">318,604</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(617</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(8,459</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(9,076</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(617</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(8,459</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(9,076</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="16"></td> <td height="16" colspan="20"></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="18" align="center"><b>Year ended December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net gain on<br /> &#xA0;&#xA0;&#xA0;&#xA0;mortgage&#xA0;&#xA0;&#xA0;&#xA0;<br /> loans<br /> acquired for<br /> sale</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net<br /> &#xA0;&#xA0;&#xA0;&#xA0;interest&#xA0;&#xA0;&#xA0;&#xA0;<br /> income</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net gain</b><br /> <b>on<br /> &#xA0;&#xA0;&#xA0;&#xA0;investments&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net loan<br /> &#xA0;&#xA0;&#xA0;&#xA0;servicing&#xA0;&#xA0;&#xA0;&#xA0;<br /> fees</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="18" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,946</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,900</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale&#xA0;at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(30,696</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(30,696</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">232</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,356</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">191,588</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency debt securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,720</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,720</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair&#xA0;value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(30,696</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">278</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">203,278</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">173,476</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(92</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,279</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,187</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(92</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,279</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,187</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="57%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="18" align="center"><b>Year ended December&#xA0;31, 2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net&#xA0;gain&#xA0;on<br /> &#xA0;&#xA0;&#xA0;&#xA0;mortgage&#xA0;&#xA0;&#xA0;&#xA0;<br /> loans<br /> acquired for<br /> sale</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net<br /> &#xA0;&#xA0;&#xA0;&#xA0;interest&#xA0;&#xA0;&#xA0;&#xA0;<br /> income</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net gain</b><br /> <b>on<br /> &#xA0;&#xA0;&#xA0;&#xA0;investments&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Net loan<br /> &#xA0;&#xA0;&#xA0;&#xA0;servicing&#xA0;&#xA0;&#xA0;&#xA0;<br /> fees</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="18" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Short-term investments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage-backed securities at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">142</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,925</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,067</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale&#xA0;at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">188,055</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">188,055</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">95,615</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">95,615</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Agency debt securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans under forward purchase agreements at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,687</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,687</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Excess servicing spread at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage servicing rights at fair&#xA0;value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">188,055</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">142</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">108,227</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">295,572</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Liabilities:</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Asset-backed secured financing at fair value</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 136276000 3584000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Amounts due to PCM and its affiliates are summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="8%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="8%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,<br /> 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,<br /> 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Management fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,426</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,924</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Allocated expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,088</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,009</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unsettled ESS investment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,836</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Servicing fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,457</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,915</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Contingent underwriting fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,136</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,788</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">23,943</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">18,636</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 792 18-month periods 3825000 0.08 123000 -39257000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <i>Offsetting of Derivative Liabilities and Financial Liabilities</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of net derivative liabilities and assets sold under agreements to repurchase. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements. Assets sold under agreements to repurchase do not qualify.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="44%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> of<br /> recognized<br /> liabilities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"> <b>Gross&#xA0;amounts<br /> offset<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amounts<br /> of liabilities<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> of<br /> recognized<br /> liabilities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts&#xA0;offset<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amounts<br /> of liabilities<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives subject to master netting arrangements:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Treasury futures sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Netting</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,161</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,715</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">700</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives not subject to master netting arrangements:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,178</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,750,366</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,750,366</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,039,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,039,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,757,544</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,752,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,049,581</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,041,566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> More than 4.5% 516000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;15&#x2014;Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of the activity in REO under forward purchase agreements:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">22,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">68</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">249</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Transfers from mortgage loans under forward purchase agreements at fair value and advances</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,922</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,633</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Transfers to REO</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,737</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(117</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(21,819</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Results of REO under forward purchase agreements:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Valuation adjustments, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(779</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(112</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(449</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Gain on sale, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">306</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">92</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(473</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(20</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Proceeds from sales</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,365</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(651</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,912</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 47693000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> The following table summarizes the total gains (losses) recognized during the year on assets measured at fair values on a nonrecurring basis held at year-end:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="78%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"> <b>Year&#xA0;ended&#xA0;December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="6" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(24,896</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(11,856</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Real estate asset acquired in settlement of loans under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(86</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage servicing rights at lower of amortized cost or fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,138</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,970</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(30,034</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(6,972</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 0.0003 364945000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The following table summarizes the Company&#x2019;s outstanding contractual loan commitments:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="80%"></td> <td valign="bottom" width="12%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Commitments to purchase mortgage loans:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">695,488</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">310,160</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Asset-Backed Secured Financing at Fair Value</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> In conjunction with the on-balance sheet securitization, the certificates issued to nonaffiliates by the VIE are recorded as a financing arrangement. Those certificates issued to nonaffiliates have the right to receive principal and interest payments of the mortgage loans held by the consolidated VIE. Asset-backed secured financings are carried at fair value. Changes in fair value are recognized in current period income as a component of <i>Net gain on investments</i>. The Company categorizes asset-backed secured financing at fair value as a &#x201C;Level&#xA0;2&#x201D; fair value financial statement items.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;7&#x2014;Netting of Financial Instruments</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company uses derivative financial instruments to manage exposure to interest rate risk created by its MBS, IRLC, mortgage loans acquired for sale at fair value, mortgage loans at fair value, ESS and MSRs. All derivative financial instruments are recorded on the balance sheet at fair value. The Company has elected to net derivative asset and liability positions, and cash collateral obtained (or posted) by (or to) its counterparties when subject to a legally enforceable master netting arrangement. The derivative financial instruments that are not subject to master netting arrangements are IRLCs. As of December&#xA0;31, 2014 and 2013, the Company did not enter into reverse repurchase agreements or securities lending transactions that are required to be disclosed in the following tables.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <i>Offsetting of Derivative Assets</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of net derivative assets. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="52%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> of<br /> recognized<br /> assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> offset<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amounts<br /> of assets<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> of<br /> recognized<br /> assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> offset<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amounts<br /> of assets<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives subject to master netting arrangements:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">374</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS call options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,775</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">193</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Call options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Netting</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,713</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,429</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,466</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives not subject to master netting arrangements:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">13,391</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(2,284</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,962</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(12,986</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <i>Derivative Assets and Collateral Held by Counterparty</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The following table summarizes by significant counterparty the amount of derivative asset positions after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="34%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" nowrap="nowrap" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" nowrap="nowrap" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" nowrap="nowrap" align="center"><b>Gross amounts<br /> not offset in the<br /> consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" nowrap="nowrap" align="center"><b>Gross amounts<br /> not offset in the<br /> consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net&#xA0;amount of<br /> assets&#xA0;presented<br /> in&#xA0;the&#xA0;consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Financial<br /> instruments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Cash<br /> collateral<br /> received</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net amount<br /> of&#xA0;assets&#xA0;presented<br /> in the consolidated<br /> balance&#xA0;sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Financial<br /> instruments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Cash<br /> collateral<br /> received</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amount</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="30" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> RJ O&#x2019;Brien</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,034</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,034</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of America, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">738</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">738</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,024</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,024</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Daiwa Capital Markets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Fannie Mae Capital Markets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">432</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">432</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Morgan Stanley Bank, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">104</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">104</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">546</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">546</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Wells Fargo</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">378</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">378</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deutsche Bank</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">124</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">124</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Jefferies</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">133</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">133</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cantor Fitzgerald LP</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">613</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">613</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Credit Suisse First Boston Mortgage Capital LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">253</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">253</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">196</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">196</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Nomura</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">273</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">273</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">870</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">830</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">830</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,107</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"><font style="FONT-SIZE: 8pt">&#xA0;&#xA0;</font></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <i>Offsetting of Derivative Liabilities and Financial Liabilities</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of net derivative liabilities and assets sold under agreements to repurchase. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements. Assets sold under agreements to repurchase do not qualify.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="44%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> of<br /> recognized<br /> liabilities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"> <b>Gross&#xA0;amounts<br /> offset<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amounts<br /> of liabilities<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts<br /> of<br /> recognized<br /> liabilities</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Gross<br /> amounts&#xA0;offset<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amounts<br /> of liabilities<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="22" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives subject to master netting arrangements:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">34</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,420</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Treasury futures sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">478</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Netting</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,161</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,715</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">700</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Derivatives not subject to master netting arrangements:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,178</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,976</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,750,366</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,750,366</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,039,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,039,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,757,544</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(4,748</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,752,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,049,581</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(8,015</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,041,566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <i>Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The following table summarizes by significant counterparty the amount of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting. All assets sold under agreements to repurchase represent sufficient collateral or exceed the liability amount recorded on the consolidated balance sheet.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="42%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" nowrap="nowrap" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" nowrap="nowrap" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" nowrap="nowrap" align="center"><b>Gross amounts<br /> not offset in the<br /> consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" nowrap="nowrap" align="center"><b>Gross amounts<br /> not offset in the<br /> consolidated<br /> balance sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net amount<br /> of liabilities<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Financial<br /> instruments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Cash<br /> collateral<br /> pledged</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amount</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net amount<br /> of liabilities<br /> presented<br /> in the<br /> consolidated<br /> balance<br /> sheet</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Financial<br /> instruments</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Cash<br /> collateral<br /> pledged</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" nowrap="nowrap" align="center"><b>Net<br /> amount</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="30" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest rate lock commitments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,261</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Morgan Stanley Bank, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">121,975</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(121,975</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">30,226</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(30,226</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of Oklahoma</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Daiwa Capital Markets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">126,909</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(126,909</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">132,525</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(132,525</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Citibank</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">797,851</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(797,663</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">188</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">945,015</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(944,856</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">159</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Credit Suisse First Boston Mortgage Capital LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">966,155</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(966,155</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">523,546</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(523,546</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of America, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">529,144</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(529,144</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">408,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(408,452</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Deutsche Bank</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> RBS Securities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">208,520</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(208,520</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,856</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,856</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">431</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">431</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,752,796</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(2,750,366</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,041,566</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">(2,039,605</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <!-- xbrl,n --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> &#xA0;</p> </div> -473000 -32451000 4255000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial information relating to REO:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,942</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">88,078</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">80,570</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,049</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">82</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">48</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Transfers from mortgage loans at fair value and advances</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">364,945</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">185,061</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">112,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Transfers from REO under forward purchase agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">117</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,819</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Results of REO:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Valuation adjustments, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(45,476</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(24,002</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,942</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Gain on sale, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,498</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,531</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,440</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(31,978</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,471</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(502</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Proceeds from sales</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(184,467</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(120,925</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(126,499</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">303,228</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,942</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">88,078</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At period end:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO pledged to secure assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">138,284</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">17,453</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,061</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> REO held in a consolidated subsidiary whose stock is pledged to secure financings of such properties</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,365</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">71,951</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,773</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 9369000 68000 -151221000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="4%"></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 37.05pt"> <b>Key inputs</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pull-through rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 65.0%&#xA0;&#x2013;&#xA0;98.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 64.8%&#xA0;&#x2013;&#xA0;98.0%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">94.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">86.4%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSR value expressed as:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing fee multiple</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.7&#xA0;&#x2013;&#xA0;5.2</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">1.4&#xA0;&#x2013;&#xA0;5.1</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">4.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">4.1</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Percentage of unpaid principal balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.2%&#xA0;&#x2013;&#xA0;1.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.4%&#xA0;&#x2013;&#xA0;1.3%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">1.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">1.0%</td> </tr> </table> </div> 2034 -20989000 -3280000 6413000 -30034000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The following table summarizes cash flows between the Company and transferees in transfers that are accounted for as sales where PMT maintains continuing involvement with the mortgage loans, as well as unpaid principal balance information at year end:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="61%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash flows:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Proceeds from sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,703,015</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,818,582</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,834,002</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing fees received (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">70,294</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">51,712</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,871</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Period end information:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Unpaid principal balance of mortgage loans outstanding</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">34,161,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">25,792,933</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,168,740</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Unpaid principal balance of delinquent mortgage loans:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 30-89 days delinquent</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">110,176</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">68,156</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,021</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 90 or more days delinquent</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25,418</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,941</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">913</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> In foreclosure or bankruptcy</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,172</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,434</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">473</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,590</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,375</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">148,766</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">81,531</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">46,407</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Net of guarantee fees</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note&#xA0;25&#x2014;Net Gain on Mortgage Loans Acquired for Sale</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Net gain on mortgage loans acquired for sale is summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="68%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash (loss) gain :</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Sales proceeds, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(20,989</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(197,580</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">13,918</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Hedging activities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(57,161</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">136,829</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(57,040</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(78,150</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(60,751</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(43,122</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Non cash gain:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Receipt of MSRs in loan sale transactions</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">121,333</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">183,032</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">134,682</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Provision for losses relating to representations and warranties provided in loan sales</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,255</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,669</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,236</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Change in fair value of IRLCs, mortgage loans and hedging derivatives held at period end:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> IRLCs</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,412</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(18,230</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,707</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Mortgage loans</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,825</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,265</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Hedging derivatives</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,518</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,552</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,953</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,281</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(17,943</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">60,351</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,647</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">98,669</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">147,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> </tr> </table> </div> 344733000 0 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 20&#x2014;Exchangeable Senior Notes</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> PMC issued in a private offering $250 million aggregate principal amount of Notes due May&#xA0;1, 2020. The Notes bear interest at a rate of 5.375%&#xA0;per year, payable semiannually. The Notes are exchangeable into common shares of the Company at a rate of 33.6699 common shares per $1,000 principal amount of the Notes, which exchange rate increased from the initial exchange rate of 33.5149. The increase in the calculated exchange rate was the result of cash dividends exceeding the dividend threshold amount of $0.57 per share as provided in the related indenture.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following is financial information relating to the Notes:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">168,493</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest expense (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">14,357</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,580</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">250,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Unamortized issuance costs (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,921</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,800</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Unamortized issuance costs are included in <i>Other assets</i> in the consolidated balance sheets.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(2)</td> <td valign="top" align="left">Total interest expense includes amortization of debt issuance costs of $920,000 and $584,000 during the year ended December&#xA0;31, 2014 and December&#xA0;31, 2013, respectively.</td> </tr> </table> </div> 3203989000 2731000 289 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Excess Servicing Spread</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company has acquired the right to receive the ESS related to MSRs owned by PFSI. ESS is carried at its fair value. Changes in fair value are recognized in current period income in <i>Net gain on investments</i>. Because the ESS is a claim to a portion of the cash flows from MSRs, the fair value measurement of the ESS is similar to that of MSRs. The Company categorizes ESS as a &#x201C;Level 3&#x201D; financial statement item. The Company uses a discounted cash flow approach to estimate the fair value of ESS. The key inputs used in the estimation of the fair value of ESS include prepayment speed and discount rate. Significant changes to those inputs in isolation may result in a significant change in the ESS fair value measurement. Changes in these key inputs are not necessarily directly related.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Interest Income Recognition</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Interest income for ESS is accrued using the interest method, based upon the expected yield from the ESS through the expected life of the underlying mortgages. Changes to expected interest yield result in a change in fair value which is recorded in Interest income.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following are the key inputs used in determining the fair value of MSRs at the time of initial recognition:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="34%"></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> <td valign="bottom" width="1%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="11" align="center"><b>Year ended December&#xA0;31,</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="3" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="3" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="3" align="center"><b>2012</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 37.05pt"> <b>Key inputs</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>Amortized&#xA0;cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>Amortized cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>Amortized cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="11" align="center"><b>(MSR recognized and unpaid principal balance of underlying loan amounts in thousands)</b></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSR recognized</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$73,640</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$47,693</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$159,961</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$23,071</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$133,159</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$1,508</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of underlying mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$6,800,637</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$4,573,369</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$13,343,793</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$2,148,185</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$12,254,751</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$161,153</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted-average annual servicing fee rate (in basis points)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">25</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">25</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">26</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pricing spread (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 6.3%&#xA0;&#x2013;&#xA0;17.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.5%&#xA0;&#x2013;&#xA0;14.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 5.4%&#xA0;&#x2013;&#xA0;17.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.4%&#xA0;&#x2013;&#xA0;14.4%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.5%&#xA0;&#x2013;&#xA0;22.8%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.5%&#xA0;&#x2013;&#xA0;16.5%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.2%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Life (in years)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.1&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.6&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.3&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 2.7&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.9&#xA0;&#x2013;&#xA0;7.0</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 2.4&#xA0;&#x2013;&#xA0;7.0</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.4</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.1</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.4</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.9</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.4</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.1</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Annual total prepayment speed (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.6%&#xA0;&#x2013;&#xA0;56.4%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.0%&#xA0;&#x2013;&#xA0;42.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.6%&#xA0;&#x2013;&#xA0;51.8%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.9%&#xA0;&#x2013;&#xA0;27.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 6.7%&#xA0;&#x2013;&#xA0;45.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.9%&#xA0;&#x2013;&#xA0;51.5%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">10.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">9.1%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">12.7%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Annual per-loan cost of servicing</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $59&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $59&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$69</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$74</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">Pricing spread represents a margin that is applied to a reference interest rate&#x2019;s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(2)</td> <td valign="top" align="left">Prepayment speed is measured using Life Total CPR.</td> </tr> </table> </div> -168000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The Company reimburses PCM and its affiliates for other expenses, including common overhead expenses incurred on its behalf by PCM and its affiliates, in accordance with the terms of its management agreement as summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Reimbursement of:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Common overhead incurred by PCM and its affiliates</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,850</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,989</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,183</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Expenses incurred on the Company&#x2019;s behalf</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">792</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,638</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,146</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,642</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,627</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,329</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Payments and settlements during the period (1)</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">99,987</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">121,230</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">85,554</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Payments and settlements include payments for management fees and correspondent production activities itemized in the preceding tables and netting settlements made pursuant to master netting agreements between the Company and PFSI.</td> </tr> </table> </div> -27996000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note&#xA0;6&#x2014;Loan Sales and Variable Interest Entities</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company is a variable interest holder in various special purpose entities that relate to its loan transfer and financing activities. These entities are classified as a VIE for accounting. The Company has segregated its involvement with VIEs between those VIEs which the Company does not consolidate and those VIEs which the Company consolidates.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 18px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 0pt"> <i>Unconsolidated VIEs with Continuing Involvement</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The following table summarizes cash flows between the Company and transferees in transfers that are accounted for as sales where PMT maintains continuing involvement with the mortgage loans, as well as unpaid principal balance information at year end:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="61%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Cash flows:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Proceeds from sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,703,015</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,818,582</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,834,002</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Servicing fees received (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">70,294</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">51,712</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,871</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Period end information:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Unpaid principal balance of mortgage loans outstanding</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">34,161,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">25,792,933</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">12,168,740</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Unpaid principal balance of delinquent mortgage loans:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 30-89 days delinquent</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">110,176</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">68,156</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,021</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 90 or more days delinquent</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Not in foreclosure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25,418</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,941</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">913</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> In foreclosure or bankruptcy</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,172</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,434</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">473</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,590</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,375</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">148,766</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">81,531</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">46,407</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Net of guarantee fees</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Consolidated VIE</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> On September&#xA0;30, 2013, the Company completed a securitization transaction in which a wholly-owned VIE issued $537.0 million in certificates backed by fixed-rate prime jumbo mortgage loans of PMT Loan Trust 2013-J1, at a 3.9% weighted yield. The Company retained $366.8 million of those certificates. The Manager concluded that the Company is the primary beneficiary of the VIE and, as a result, the Company consolidates the VIE. Consolidation of the VIE results in the securitized mortgage loans remaining on the consolidated balance sheets of the Company and the certificates issued by the VIE to nonaffiliates being accounted for as secured financing. The certificates are secured solely by the assets of the VIE and not by any other assets of the Company. The assets of the VIE are the only source of repayment of the certificates.</p> </div> 73640000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <b><i>Liability for Losses Under Representation and Warranties</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> The Company&#x2019;s agreements with the Agencies include representations and warranties related to the mortgage loans the Company sells to the Agencies. The representations and warranties require adherence to Agency origination and underwriting guidelines, including but not limited to the validity of the lien securing the mortgage loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> In the event of a breach of its representations and warranties, the Company may be required to either repurchase the mortgage loans with the identified defects or indemnify the investor or insurer. In such cases, the Company bears any subsequent credit loss on the mortgage loans. The Company&#x2019;s credit loss may be reduced by any recourse it has to correspondent lenders that, in turn, had sold such mortgage loans to the Company and breached similar or other representations and warranties. In such event, the Company has the right to seek a recovery of related repurchase losses from that correspondent lender.</p> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The Company records a provision for losses relating to representations and warranties as part of its loan sale transactions. The method used to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, estimated future defaults and loan repurchase rates, the estimated severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. The Company establishes a liability at the time loans are sold and periodically updates its liability estimate. The level of the liability for representations and warranties is reviewed and approved by the Manager&#x2019;s management credit committee.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The level of the liability for representations and warranties is difficult to estimate and requires considerable management judgment. The level of mortgage loan repurchase losses is dependent on economic factors, investor demand strategies, and other external conditions that may change over the lives of the underlying loans, The Company&#x2019;s representations and warranties are generally not subject to stated limits of exposure. However, the Manager believes that the current unpaid principal balance of loans sold by the Company to date represents the maximum exposure to repurchases related to representations and warranties. The Manager believes the range of reasonably possible losses in relation to the recorded liability is not material to the Company&#x2019;s financial condition or results of operations.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note&#xA0;16&#x2014;Mortgage Servicing Rights</b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 4%; MARGIN-TOP: 6pt"> <i>Carried at Fair Value:</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of MSRs carried at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,346</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">749</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Additions:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,419</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MSRs resulting from loan sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,071</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 7em; TEXT-INDENT: -1em"> Total additions</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,490</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,528</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Change in fair value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Due to changes in valuation inputs or assumptions used in valuation model (1)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,455</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(708</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Other changes in fair value (2)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,193</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(722</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(144</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,648</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(852</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Sales</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(139</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(79</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">57,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">26,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,346</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Principally reflects changes in pricing spread (discount rates) and prepayment speed inputs, primarily due to changes in interest rates.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(2)</td> <td valign="top" align="left">Represents changes due to realization of expected cash flows.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 6px"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 4%; MARGIN-TOP: 0pt"> <i>Carried at Lower of Amortized Cost or Fair Value:</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of MSRs carried at amortized cost:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Amortized Cost:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">266,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">132,977</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,282</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MSRs resulting from loan sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,640</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">159,961</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">133,159</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Purchases</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Amortization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(31,911</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(26,241</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,460</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Sales</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(289</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(19</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">308,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">266,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">132,977</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Valuation Allowance:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance at beginning of period</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,577</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Reversals (additions)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,138</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,970</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,715</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,577</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> MSRs, net</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">300,422</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">264,120</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">125,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Estimated fair value at end of period</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">322,230</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">289,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">126,995</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The following table summarizes the Company&#x2019;s estimate of amortization of its existing MSRs carried at amortized cost. This projection was developed using assumptions made by the Manager in its December&#xA0;31, 2014 valuation of MSRs. The assumptions underlying the following estimate will change as market conditions and portfolio composition and behavior change, causing both actual and projected amortization levels to change over time. Therefore, the following estimates will change in a manner and amount not presently determinable by the Manager.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"> <tr> <td width="82%"></td> <td valign="bottom" width="10%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 90.65pt"> <b>Year ending December&#xA0;31,</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Estimated&#xA0;MSR<br /> amortization</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2015</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">32,122</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2016</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,986</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2017</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29,893</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2018</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,244</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2019</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,680</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Thereafter</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162,212</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">308,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Servicing fees relating to MSRs are recorded in <i>Net loan servicing fees</i> on the consolidated statements of income and are summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ending December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Contractually-specified servicing fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">76,300</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">50,716</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,969</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 0.90 0.0050 -3454000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt"> <b>Note&#xA0;17&#x2014; Assets Sold Under Agreements to Repurchase</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of financial information relating to assets sold under agreements to repurchase:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="64%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ending December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(dollars in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average interest rate (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.12</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.43</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.77</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Average balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,311,273</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,552,912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">805,461</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">58,304</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">47,790</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">28,025</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Maximum daily amount outstanding</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,203,989</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,124,616</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,684,712</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,730,130</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,039,605</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,256,102</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average stated interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.32</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.29</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.02</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Available borrowing capacity:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Committed</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">652,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,467,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">643,898</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Uncommitted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">695,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">150,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">350,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,347,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,617,138</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">993,898</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Margin deposits placed with counterparties</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,579</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,468</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fair value of assets securing agreements to repurchase:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Mortgage-backed securities</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">307,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">197,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">609,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">454,210</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">972,079</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Mortgage loans at fair value</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,543,242</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,315,313</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">949,060</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> Real estate acquired in settlement of loans</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">150,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">89,404</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,834</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,610,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,056,328</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,944,973</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Excludes the amortization of commitment fees and issuance costs of $9.4&#xA0;million, $10.0&#xA0;million, and $5.5&#xA0;million for the years ended December&#xA0;31, 2014,&#xA0;2013, and 2012, respectively.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of maturities of outstanding assets sold under agreements to repurchase by maturity date:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="84%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 145.65pt"> <b>Remaining Maturity at December&#xA0;31, 2014</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Within 30 days</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">493,560</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Over 30 to 90&#xA0;days</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">508,083</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Over 90&#xA0;days to 180 days</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Over 180 days to 1 year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,613,709</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Over 1 year to 2 years</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">114,778</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,730,130</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: rgb(0,0,0) 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted average maturity (in months)</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6.9</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The Company is subject to margin calls during the period the agreements are outstanding and therefore may be required to repay a portion of the borrowings before the respective agreements mature if the value (as determined by the applicable lender) of the assets securing those agreements decreases. Margin deposits are included in <i>Other assets</i> in the consolidated balance sheets.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) and maturity information relating to the Company&#x2019;s assets sold under agreements to repurchase is summarized by counterparty below as of December&#xA0;31, 2014:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="40%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 47.1pt"> <b>Counterparty</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount&#xA0;at&#xA0;risk</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"> <b>Mortgage&#xA0;loans&#xA0;acquired&#xA0;for&#xA0;sale<br /> <font style="WHITE-SPACE: nowrap">weighted-average</font><br /> repurchase&#xA0;agreement maturity&#xA0;</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Facility maturity</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Citibank, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">417,059</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">September 7, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Credit Suisse First Boston Mortgage Capital LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">294,288</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">May&#xA0;9,&#xA0;2015</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">October&#xA0;30,&#xA0;2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> The Royal Bank of Scotland Group</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">101,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">February 17, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of America, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">39,447</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">March&#xA0;17,&#xA0;2015</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">January 30, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Morgan Stanley</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,799</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">February&#xA0;22,&#xA0;2015</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">December&#xA0;17,&#xA0;2015</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt; TEXT-INDENT: 8%"> <i>Securities sold under agreements to repurchase</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="64%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 47.1pt"> <b>Counterparty</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount&#xA0;at&#xA0;risk</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Maturity</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Citibank, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">332</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">January 2, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Credit Suisse First Boston Mortgage Capital LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,078</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">January 23, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of America, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,512</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">February&#xA0;17,&#xA0;2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Daiwa Capital Markets America Inc.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,442</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">February&#xA0;1,&#xA0;2015</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of investment activity between the Company and PCM:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Purchases of excess servicing spread</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">99,728</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,028</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Interest income from excess servicing spread</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">13,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,091</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Net (loss) gain on excess servicing spread purchased at fair value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(28,663</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,423</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Excess servicing spread recapture recognized</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSR recapture recognized</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">709</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> 4676000 9000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following is a quantitative summary of key inputs used in the valuation of MSRs as of the dates presented, and the effect on the fair value from adverse changes in those assumptions (weighted averages are based upon unpaid principal balance or fair value where applicable):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="48%"></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="3" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="3" align="center"><b>December&#xA0;31, 2013</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Amortized cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Amortized cost</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Fair value</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="7" align="center"> <b>(Carrying&#xA0;value,&#xA0;unpaid&#xA0;principal&#xA0;balance&#xA0;and&#xA0;effect&#xA0;on&#xA0;fair&#xA0;value&#xA0;amounts&#xA0;in<br /> thousands)</b></td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Carrying value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$300,422</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$57,358</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$264,120</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$26,452</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="2"></td> <td height="8" colspan="2"></td> <td height="8" colspan="2"></td> <td height="8" colspan="2"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> <b>Key inputs:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of underlying mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$28,006,797</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$6,278,676</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$23,399,612</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$2,393,321</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted-average annual servicing fee rate (in basis points)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">25</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">26</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">26</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted-average note interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">3.80%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">4.78%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">3.68%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">4.78%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pricing spread (1)(2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 6.3%&#xA0;&#x2013;&#xA0;17.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.1%&#xA0;&#x2013;&#xA0;16.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 6.3%&#xA0;&#x2013;&#xA0;17.5%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.3%&#xA0;&#x2013;&#xA0;15.3%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">10.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.7%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.6%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Effect on fair value of a:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 5% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(5,801)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(937)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(5,490)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(488)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 10% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(11,410)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,845)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(10,791)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(959)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 20% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(22,086)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(3,577)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(20,861)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,855)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Weighted average life (in years)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.8&#xA0;&#x2013;&#xA0;7.2</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.8&#xA0;&#x2013;&#xA0;7.2</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 1.3&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 2.8&#xA0;&#x2013;&#xA0;7.3</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.4</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.7</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">6.7</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">7.2</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Prepayment speed (1)(3)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.8%&#xA0;&#x2013;&#xA0;47.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.0%&#xA0;&#x2013;&#xA0;39.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 7.7%&#xA0;&#x2013;&#xA0;51.9%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> 8.0%&#xA0;&#x2013;&#xA0;20.0%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.8%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">11.4%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.2%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">8.9%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Effect on fair value of a:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 5% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(6,166)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,430)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(5,467)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(568)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 10% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(12,138)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(2,803)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(10,765)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,117)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 20% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(23,532)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(5,394)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(20,886)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(2,160)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Annual per-loan cost of servicing (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $62&#xA0;&#x2013;&#xA0;$134</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $62&#xA0;&#x2013;&#xA0;$134</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> $68&#xA0;&#x2013;&#xA0;$140</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$62</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$62</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$68</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Effect on fair value of a:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 5% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,807)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(334)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,695)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(158)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 10% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(3,614)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(668)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(3,390)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(316)</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 5em; TEXT-INDENT: -1em"> 20% adverse change</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(7,228)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(1,337)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(6,780)</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">$(633)</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(1)</td> <td valign="top" align="left">The effect on value of an adverse change in one of the above-mentioned key inputs may result in recognition of MSR impairment. The extent of impairment recognized will depend on the relationship of fair value to the carrying value of MSRs.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(2)</td> <td valign="top" align="left">Pricing spread represents a margin that is added to a reference interest rate&#x2019;s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans and purchased MSRs not backed by pools of distressed mortgage loans.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="5%" align="left">(3)</td> <td valign="top" align="left">Prepayment speed is measured using Life Total CPR.</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following are the key inputs used in determining the fair value of ESS:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="5%"></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 37.05pt"> <b>Key inputs</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>December&#xA0;31,&#xA0;2013</b></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of underlying mortgage loans (in thousands)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$28,227,340</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">$20,512,659</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Average servicing fee rate (in basis points)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">31</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">32</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Average ESS rate (in basis points)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">16</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">16</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Pricing spread (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 1.7%&#xA0;&#x2013;&#xA0;12.0%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 2.8%&#xA0;&#x2013;&#xA0;14.4%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5.3%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5.4%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Life (in years)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.4&#xA0;&#x2013;&#xA0;7.3</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">0.9&#xA0;&#x2013;&#xA0;8.0</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5.8</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">6.1</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Annual total prepayment speed (2)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Range</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 7.6%&#xA0;&#x2013;&#xA0;74.6%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center"> 7.7%&#xA0;&#x2013;&#xA0;48.6%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted average</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">11.2%</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">9.7%</td> </tr> </table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: #000000 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Pricing spread represents a margin that is applied to a reference interest rate&#x2019;s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar London Interbank Offered Rate (&#x201C;LIBOR&#x201D;) curve for purposes of discounting cash flows relating to ESS.</td> </tr> </table> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(2)</td> <td valign="top" align="left">Prepayment speed is measured using Life Total CPR.</td> </tr> </table> </div> 7342000 2363000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> Following is a summary of the distribution of the Company&#x2019;s mortgage loans at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="56%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 34.45pt"> <b>Loan type</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair</b><br /> <b>value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid</b><br /> <b>principal</b><br /> <b>balance</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair</b><br /> <b>value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid</b><br /> <b>principal</b><br /> <b>balance</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Nonperforming loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,535,317</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,246,585</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,469,686</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,415,446</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Performing loans:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fixed interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">322,704</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">449,496</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">310,607</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">475,568</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Adjustable-rate mortgage (&#x201C;ARM&#x201D;)/hybrid</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">127,405</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162,329</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">165,327</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">207,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate step-up</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">213,999</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">323,350</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">130,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">215,702</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balloon</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">158</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">210</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">139</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">213</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">664,266</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">935,385</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">606,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">899,036</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Fixed interest rate jumbo loans held in a VIE</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">527,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">517,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">523,652</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">543,257</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,726,952</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,699,470</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,600,317</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,857,739</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans at fair value pledged to secure borrowings at period end:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Assets sold under agreements to repurchase</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,543,242</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,314,324</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans held in a consolidated subsidiary whose stock is pledged to secure financings of such loans</p> </td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">989</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans held in a VIE securing an asset-backed financing</p> </td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">527,369</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">523,652</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> </div> -57161000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt; TEXT-INDENT: 8%"> Following is a summary of correspondent production activity between the Company and PLS:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="61%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" nowrap="nowrap" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Fulfillment fee expense earned by PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">48,719</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">79,712</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">62,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Unpaid principal balance of loans fulfilled by PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,476,448</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,225,153</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">13,028,375</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Sourcing fees earned from PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,676</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,611</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,505</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Fair value of loans sold to PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">16,431,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">16,113,806</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,864,264</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At period end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans included in mortgage loans acquired for sale pending sale to PLS</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">209,325</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">112,360</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">153,326</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> 8082000 29709898000 201809000 0.0026 5944000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The approximate tax characterization of the Company&#x2019;s distributions is as follows:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="9%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="9%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="9%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 88pt"> <b>Year ended December&#xA0;31,</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Ordinary<br /> income</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Long term<br /> capital&#xA0;gain</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Return&#xA0;of<br /> capital</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2014</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">86</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">14</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2013</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">83</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> 2012</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">83</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">0</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> </table> </div> -1747000 -95892000 4246892000 4226656000 912000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt"> <b>Note 18 - Mortgage Loan Participation and Sale Agreement</b></p> <!-- xbrl,body --> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> One of the borrowing facilities secured by mortgage loans acquired for sale is in the form of a mortgage loan participation and sale agreement. Participation certificates, each of which represents an undivided beneficial ownership interest in a pool of mortgage loans that have been pooled with Fannie Mae or Freddie Mac, are sold to the lender pending the securitization of such mortgage loans and the sale of the resulting security. A commitment between the Company and a non-affiliate to sell such security is also assigned to the lender at the time a participation certificate is sold.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> The purchase price paid by the lender for each participation certificate is based on the trade price of the security, plus an amount of interest expected to accrue on the security to its anticipated delivery date, minus a present value adjustment, any related hedging costs and a holdback amount that is based on a percentage of the purchase price and is not required to be paid to the Company until the settlement of the security and its delivery to the lender.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> The mortgage loan participation and sale agreement is summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="83%"></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Year ending<br /> December&#xA0;31,&#xA0;2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> During the year:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average interest rate (1)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.42</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Average balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">44,770</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Total interest expense</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">912</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Maximum daily amount outstanding</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">116,363</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> At year end:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Balance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,236</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Weighted-average interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.42</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Mortgage loans pledged to secure mortgage loan participation and sale agreement</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,862</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 2pt; BORDER-BOTTOM: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt; LINE-HEIGHT: 8pt; WIDTH: 10%"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">Excludes the amortization of commitment fees of $266,000 for the year ended December 31, 2014.</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of mortgage loan servicing fees earned by PLS:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans acquired for sale at fair value:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Base</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">103</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">262</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">204</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Activity-based</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">300</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">252</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">562</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">204</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Mortgage loans at fair value:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Base</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,953</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,458</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">14,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Activity-based</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,814</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,276</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,561</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,272</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,404</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> MSRs:</p> </td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Base</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,515</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,274</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Activity-based</p> </td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">194</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">305</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,709</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,579</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">52,522</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">39,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">18,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 0.091 0.086 P7Y1M6D P6Y4M24D 68000 69000 0.097 0.096 P6Y4M24D 0.000 0.000 0.000 0.000 0.0031 0.053 28227340000 0.0016 P5Y9M18D 0.077 0.031 0.048 0.216 P6Y8M12D P4Y 0.143 5000000000 0.175 0.00375 0.0005 2900000 0.045 1000000 P7Y3M18D P10Y 75 200000 P7Y3M18D 140000 140000 0.50 0.427 1.00 0.564 P7Y2M12D 0.120 P7Y3M18D 0.150 0.065 0.053 0.279 P7Y2M12D 0.0120 2000000 P1Y 0.085 2500000000 0.063 0.00250 0.00025 0.03 P1Y7M6D 10 P1Y1M6D 59000 59000 0.080 0.50 0.076 0.030 P1Y9M18D 0.017 P4M24D 0.023 0.000 0.040 0.000 P1Y9M18D 0.0080 78636000 201809000 -23657000 170633000 0 37893000 294681000 150714000 72078000 124048000 37644000 86404000 8123000 0 18290000 8831000 35647000 0 62060000 24022000 15899000 53229000 3357000 49872000 0 0 0 0 0 0 0 -2388000 -2388000 0 0 0 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 8%"> Following is a summary of the distribution of the Company&#x2019;s mortgage loans under forward purchase agreements at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="66%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 34.45pt"> <b>Loan type</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair<br /> value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid<br /> principal<br /> balance</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Fair</b><br /> <b>value</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Unpaid<br /> principal<br /> balance</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Nonperforming loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">177,841</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">268,600</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Performing loans:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Fixed</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,292</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29,496</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> ARM/hybrid</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,510</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,933</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Interest rate step-up</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,485</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,455</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">40,287</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">63,884</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 1px solid">&#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">218,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">$</td> <td valign="bottom" align="right">332,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans under forward purchase agreements at fair value:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"> <b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Portion of mortgage loans originated between 2005 and 2007</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">72</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Percentage of mortgage loans secured by California real estate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Additional states contributing 5% or more of mortgage loans</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">New Jersey</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">Washington</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">New York</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">Maryland</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> 2015-09-07 2015-01-02 2015-01-30 2015-03-17 2015-02-17 2015-02-01 2015-02-17 2015-10-30 2015-05-09 2015-01-23 2015-12-17 2015-02-22 1051465000 108302000 943163000 0 0 984000 2638000 2463000 -150000 10477000 989000 6892000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 8%"> The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) and maturity information relating to the Company&#x2019;s assets sold under agreements to repurchase is summarized by counterparty below as of December&#xA0;31, 2014:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 8%; MARGIN-TOP: 18pt"> <i>Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="40%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 47.1pt"> <b>Counterparty</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount&#xA0;at&#xA0;risk</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"> <b>Mortgage&#xA0;loans&#xA0;acquired&#xA0;for&#xA0;sale<br /> <font style="WHITE-SPACE: nowrap">weighted-average</font><br /> repurchase&#xA0;agreement maturity&#xA0;</b></td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>Facility maturity</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Citibank, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">417,059</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">September 7, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Credit Suisse First Boston Mortgage Capital LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">294,288</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">May&#xA0;9,&#xA0;2015</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">October&#xA0;30,&#xA0;2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> The Royal Bank of Scotland Group</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">101,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">February 17, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of America, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">39,447</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">March&#xA0;17,&#xA0;2015</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">January 30, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Morgan Stanley</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,799</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">February&#xA0;22,&#xA0;2015</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">December&#xA0;17,&#xA0;2015</td> </tr> </table> </div> 0.10 0.15 0.20 5661000 -17326000 0 0 0 69281000 0 0 0 56367000 0 -17326000 0 0 0 0 0 0 0 18953000 19608000 38561000 -16648000 16648000 0 0 0 0 0 139000 0 0 47693000 16648000 0 0 13515000 194000 13709000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> Servicing fees relating to MSRs are recorded in <i>Net loan servicing fees</i> on the consolidated statements of income and are summarized below:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="10" align="center"><b>Year ending December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2013</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="10" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Contractually-specified servicing fees</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">76,300</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">50,716</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,969</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td valign="bottom"> <p style="BORDER-TOP: #000000 3px double">&#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 0 0 -16648000 0 -16648000 0.000 0.000 -1815000 0 -803000 1386000 205902000 0.000 9802000 0 0 6413000 1800000 0 0 0.000 1012000 0 0 10416000 0 0 357000 10773000 -20834000 0 0 -28662000 28662000 99728000 0 0 0 13292000 39257000 0 0 0 0 0 -20834000 28662000 0 7342000 803000 0 0 0 803000 0 100213000 0 0 100213000 103000 149000 252000 232834000 100213000 -16648000 2205000 318604000 242449000 0 -34785000 134724000 -214681000 554604000 -205902000 0 0 0 572586000 65050000 0 0 1848000 0 244297000 -179896000 344733000 0 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 8%"> The following table summarizes the notional amount activity for derivative contracts used to hedge the Company&#x2019;s IRLCs, inventory of mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="53%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>Year ended December&#xA0;31, 2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 63.45pt"> <b>Period/Instrument</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance,</b><br /> <b>&#xA0;&#xA0;&#xA0;&#xA0;beginning&#xA0;&#xA0;&#xA0;&#xA0;</b><br /> <b>of period</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Additions&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Dispositions/&#xA0;&#xA0;&#xA0;&#xA0;</b><br /> <b>expirations</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance,</b><br /> <b>end</b><br /> <b>&#xA0;&#xA0;&#xA0;&#xA0;of&#xA0;period&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Year ended December&#xA0;31, 2014</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,588,027</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">45,904,253</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(47,890,997</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,601,283</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,781,066</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33,418,838</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(35,099,204</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,100,700</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS put options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">55,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,087,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,802,500</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">340,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS call options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">230,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(340,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Eurodollar future sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,779,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,032,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,385,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,426,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Eurodollar future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,087,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,287,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">800,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Treasury future sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">105,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">482,600</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(502,600</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">85,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Treasury future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">439,200</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(439,200</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Call option on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,530,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,500,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,030,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,687,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,465,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">275,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <!-- End Table Body --></table> <p style="MARGIN-BOTTOM: 0px; FONT-SIZE: 1px; MARGIN-TOP: 12px"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"><!-- Begin Table Head --> <tr> <td width="53%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>Year ended December&#xA0;31, 2013</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" rowspan="2" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 65.45pt"> <b>Period/Instrument</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Balance,</b><br /> <b>&#xA0;&#xA0;&#xA0;&#xA0;beginning&#xA0;&#xA0;&#xA0;&#xA0;</b><br /> <b>of period</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Additions&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Dispositions/&#xA0;&#xA0;&#xA0;&#xA0;</b><br /> <b>expirations</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Balance,</b><br /> <b>end</b><br /> <b>&#xA0;&#xA0;&#xA0;&#xA0;of period&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <!-- End Table Head --><!-- Begin Table Body --> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Year ended December&#xA0;31, 2013</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,266,983</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">72,719,643</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(73,398,599</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,588,027</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,206,539</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">56,191,824</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(55,617,297</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,781,066</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS put option</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">495,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,335,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,775,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">55,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS call option</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,310,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,200,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Eurodollar future sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">19,852,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,073,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,779,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Eurodollar future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">660,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(660,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Treasury future sale contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">180,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(75,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">105,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Treasury future purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">75,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(75,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Call option on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">42,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(42,500</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Put options on interest rate futures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">260,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(207,500</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,500</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="16"></td> <td height="16" colspan="16"></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>Year ended December&#xA0;31, 2012</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; WIDTH: 63.45pt"> <b>Period/Instrument</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance,<br /> &#xA0;&#xA0;&#xA0;&#xA0;beginning&#xA0;&#xA0;&#xA0;&#xA0;<br /> of period</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Additions&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"> <b>&#xA0;&#xA0;&#xA0;&#xA0;Dispositions/&#xA0;&#xA0;&#xA0;&#xA0;<br /> expirations</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Balance,</b><br /> <b>end<br /> &#xA0;&#xA0;&#xA0;&#xA0;of&#xA0;period&#xA0;&#xA0;&#xA0;&#xA0;</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="14" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Year ended December&#xA0;31, 2012</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward purchase contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">398,400</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,800,622</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(21,992,483</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,206,539</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> Forward sales contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">756,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">38,995,923</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(35,485,631</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,266,983</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS put option</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,585,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,118,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">495,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 3em; TEXT-INDENT: -1em"> MBS call option</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">90,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(95,000</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> </tr> </table> </div> 340000000 230000000 1802500000 2087500000 439200000 439200000 47890997000 45904253000 502600000 482600000 4385000000 3032000000 3287000000 4087000000 35099204000 33418838000 1465000000 1687500000 2500000000 3530000000 -8459000 0 0 -617000 -9076000 -8459000 0 0 -617000 -9076000 The Company has identified two classes of MSRs originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5%; and MSRs backed by mortgage loans with initial interest rates of more than 4.5%. 7.50 8.50 2.40 194544000 178757000 3817000 235000 38000 2000 90551000 5750000 1070000 125 30 25 3.25 22600000 11500000 -68700000 6489000 167752000 0.0382 0.0350 0.0142 44770000 912000 116363000 0.0142 At a rate of $10 in reimbursement for every $100 of performance incentive fees earned. 651000 10 At a rate of $20 of payments for every $100 of performance incentive fees earned by PCM. 2019-02-01 1700000 100 20 2017-02-01 18-month 25000 2017-02-01 18-month 52522000 50 2020-05-01 1000 0.57 33.6699 33.5149 P6Y10M24D <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 18pt; TEXT-INDENT: 8%"> <i>Securities sold under agreements to repurchase</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom" nowrap="nowrap"> <p style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 47.1pt"> <b>Counterparty</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" colspan="2" align="center"><b>Amount&#xA0;at&#xA0;risk</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: #000000 1pt solid" valign="bottom" align="center"><b>Maturity</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2" align="center"><b>(in thousands)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Citibank, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">332</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">January 2, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Credit Suisse First Boston Mortgage Capital LLC</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,078</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">January 23, 2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" bgcolor="#CCEEFF"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Bank of America, N.A.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,512</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">February&#xA0;17,&#xA0;2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> <td valign="top"> <p style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; TEXT-INDENT: -1em"> Daiwa Capital Markets America Inc.</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,442</td> <td valign="bottom" nowrap="nowrap">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">February&#xA0;1,&#xA0;2015</td> </tr> </table> </div> 82056000 2364000 0.0000 226848000 0 0.0284 0.0050 0.0088 0.0050 0 173699000 1070000 -834000 174433000 1000 175435000 1250000 174192000 175461000 198351000 4000 175063000 26000 26000 59000 372000 -84915000 -88784000 0 90588000 -837000 -652000 23288000 89618000 -40000 -107000 15000 222643000 159056000 -20834000 13292000 100 20 2019-02-01 3.14 14514 0.260 323000 19167000 -820400000 18.91 161678 0.044 350000 0.000 0.000 -0.134 12.15 16.82 43876000 3.14 2.22 0.350 -852000 43553000 608184000 79000 0 1361000 112211000 0 138249000 40799000 126000 12700000 0 103649000 5068000 142000 22439514000 8698000 94821000 541696000 23000 12157000 12948000 8617000 186822000 0 244000 2084000 147675000 -24170000 52212000 69649000 2123000 -754000 42000 -102936000 9969000 -7547000 0 0 85554 4482000 612000 9293000 206057000 0 303526000 136816000 138249000 31693000 72441000 19731000 24943000 -502000 103037000 10982000 42127000 -11000 31642000 116704000 6053000 1528000 133159000 5500000 10861000 35875000 7144000 1433000 104000 16942000 12834002000 65387000 48573000 126499000 4760000 1108000 28025000 951009000 1361000 10871000 1686000 -111442000 9557000 608184000 -708000 7329 6446000 8140000 0 12436000 0 -144000 5460000 32818000 0 12834001000 5067000 31266000 94821000 542791000 0 50000 18608000 11730000 22754000 169877000 62906000 157166000 0 504758000 0.0302 0.0026 16440000 7473000 0 198848000 18000 643898000 21252596000 9912000 0 161153000 297000 0 48000 12254751000 8864265000 993898000 19745000 15000 10545000 20000 612000 2396000 212555000 504710000 -43122000 48000 19745000 49462000 18000 11736000 0.00 15683000 0 350000000 113000 0 117913000 21848769000 0 0 0 134682000 8864264000 2953000 2952000 2319000 0.0277 9912000 363000 21819000 542766000 5512000 0 449000 12436000 0.0026 805461000 0 13707000 0 0 13028375000 0.83 21819000 0 0 189167000 6032000 0 1070000 0.17 543063000 0 0 4183 93950000 996000 3146 43691000 0 0 1011000 1508000 112642000 1870000 1368000 4236000 6633000 249000 -78766000 13918000 60351000 14292000 109440000 50000000 1684712000 0 19 3421000 -49420000 133159000 1781000 2505000 0 2396000 -57040000 3622000 3667941000 103649000 0 0 0 0 0 0 0.079 0.075 P6Y1M6D P6Y4M24D 74000 68000 0.127 0.091 0.165 0.228 P7Y P7Y 140000 140000 0.515 0.450 0.075 0.075 P2Y4M24D P1Y10M24D 68000 68000 0.079 0.067 32355000 103649000 1612000 86323000 0 -754000 136862000 52796000 20441000 50539000 21501000 29038000 8444000 0 10545000 100499000 147675000 0 166664000 19733000 11289000 66165000 1253000 64912000 0 0 0 0 0 0 0 -88000 -88000 0 0 0 701000 752000 1582000 0 4183000 762000 1577000 0 0 19479000 0 0 0 0 0 198848000 0 212555000 0 0 0 0 0 0 0 0 0 0 0 52133000 0 -845000 21888000 0 0 0 0 0 0 0 363000 0 -845000 0 0 0 0 0 0 14128000 4276000 18404000 708000 79000 -852000 852000 0 20000 0 0 0 0 0 0 0 1508000 144000 0 0 0 0 0 0 -852000 0 -852000 0 0 0 -9293000 14292000 1075000 117913000 7473000 0 0 0 0 0 0 -9293000 0 2925000 0 0 142000 3067000 0 0 0 0 0 9687000 0 0 0 9687000 0 188055000 0 0 188055000 204000 0 204000 108227000 188055000 -852000 142000 295572000 95615000 0 -24878000 0 51022000 -93650000 169877000 541696000 -117913000 0 0 19745000 0 18000 0 0 0 0 95615000 -68772000 109440000 95000000 90000000 2118000000 2585000000 35485631000 38995923000 21992483000 23800622000 0 0 0 0 0 0 0 0 0 0 2.22 138249000 94821000 30336000 163000 303000 2000 607881000 5066000 1361000 2100000 -51500000 0 0 0.0000 0.0000 0 0 18608000 58719000 2396000 0.0000 152428000 0 0.0401 0 752343000 0 867836000 0 145951000 1360000 -8148000 94822000 -943000 107964000 0 107135000 109452000 136809000 61000 107964000 167000 1488000 0 0 512002000 -657953000 1321000 608184000 524000 16000 28845000 666101000 -2472000 -38976000 2256000 103649000 72441000 0 0 0.90 0.90 0.57 107816000 53296000 0.50 0.52 0.59 76595000 37873000 0.86 0.92 0.57 115553000 54497000 0.93 1.01 0.59 120556000 75211000 0.57 0.61 0.57 86062000 39701000 0.69 0.74 0.61 106530000 54949000 0.69 0.74 1.16 96087000 52696000 0.34 0.35 0.61 53059000 26511000 0001464423 2014-10-01 2014-12-31 0001464423 2013-10-01 2013-12-31 0001464423 2014-07-01 2014-09-30 0001464423 2013-07-01 2013-09-30 0001464423 2014-04-01 2014-06-30 0001464423 2013-04-01 2013-06-30 0001464423 2014-01-01 2014-03-31 0001464423 2013-01-01 2013-03-31 0001464423 pmt:PennymacFinancialServicesIncMember 2012-01-01 2012-12-31 0001464423 pmt:NonAffiliatesMember 2012-01-01 2012-12-31 0001464423 us-gaap:ParentCompanyMember 2012-01-01 2012-12-31 0001464423 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2012-01-01 2012-12-31 0001464423 pmt:BorrowingsUnderForwardPurchaseAgreementsMember 2012-01-01 2012-12-31 0001464423 pmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:UnderwritersMember 2012-01-01 2012-12-31 0001464423 us-gaap:ManagementMember 2012-01-01 2012-12-31 0001464423 us-gaap:AssetBackedSecuritiesMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageServiceRightsMember 2012-01-01 2012-12-31 0001464423 us-gaap:AdditionalPaidInCapitalMember 2012-01-01 2012-12-31 0001464423 us-gaap:CommonStockMember 2012-01-01 2012-12-31 0001464423 us-gaap:RetainedEarningsMember 2012-01-01 2012-12-31 0001464423 us-gaap:LiabilitiesTotalMember 2012-01-01 2012-12-31 0001464423 us-gaap:AssetBackedSecuritiesMember 2012-01-01 2012-12-31 0001464423 pmt:ForwardPurchaseContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-01-01 2012-12-31 0001464423 pmt:ForwardSaleContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-01-01 2012-12-31 0001464423 us-gaap:PutOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-01-01 2012-12-31 0001464423 us-gaap:CallOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoansAtFairValueMember 2012-01-01 2012-12-31 0001464423 pmt:FairValueAssetsGainsLossesMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMemberpmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMemberpmt:ActivityBasedMemberpmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMemberpmt:BaseMemberpmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember 2012-01-01 2012-12-31 0001464423 pmt:ExcessSpreadInvestmentMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageBackedSecuritiesAtFairValueMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageServicingRightsAtFairValueMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageServicingRightsMemberpmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageServicingRightsMemberpmt:ActivityBasedMemberpmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageServicingRightsMemberpmt:BaseMemberpmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageServicingRightsMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoanMemberpmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoanMemberpmt:ActivityBasedMemberpmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:MortgageLoanMemberpmt:BaseMemberpmt:PennyMacLoanServicesLlcMember 2012-01-01 2012-12-31 0001464423 pmt:AgencyDebtSecuritiesMember 2012-01-01 2012-12-31 0001464423 us-gaap:MortgageBackedSecuritiesMember 2012-01-01 2012-12-31 0001464423 us-gaap:ShortTermInvestmentsMember 2012-01-01 2012-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2012-01-01 2012-12-31 0001464423 pmt:ServicingAndCollectionCostsMember 2012-01-01 2012-12-31 0001464423 pmt:InsuranceMember 2012-01-01 2012-12-31 0001464423 pmt:OverheadMember 2012-01-01 2012-12-31 0001464423 pmt:SecuritizationsMember 2012-01-01 2012-12-31 0001464423 us-gaap:OtherExpenseMember 2012-01-01 2012-12-31 0001464423 us-gaap:LoanOriginationCommitmentsMember 2012-01-01 2012-12-31 0001464423 us-gaap:TechnologyEquipmentMember 2012-01-01 2012-12-31 0001464423 us-gaap:IntersegmentEliminationMember 2012-01-01 2012-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:CorrespondentProductionMember 2012-01-01 2012-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:InvestmentActivitiesMember 2012-01-01 2012-12-31 0001464423 us-gaap:MinimumMember 2012-01-01 2012-12-31 0001464423 us-gaap:MaximumMember 2012-01-01 2012-12-31 0001464423 us-gaap:WeightedAverageMember 2012-01-01 2012-12-31 0001464423 2012-01-01 2012-12-31 0001464423 pmt:InitialPublicOfferingMember 2014-01-01 2014-12-31 0001464423 pmt:PennymacFinancialServicesIncMember 2014-01-01 2014-12-31 0001464423 pmt:NonAffiliatesMember 2014-01-01 2014-12-31 0001464423 us-gaap:ParentCompanyMember 2014-01-01 2014-12-31 0001464423 pmt:OtherMortgageLoansMember 2014-01-01 2014-12-31 0001464423 pmt:GinnieMaeMortgageBackedSecuritiesMember 2014-01-01 2014-12-31 0001464423 us-gaap:ConventionalLoanMember 2014-01-01 2014-12-31 0001464423 pmt:BorrowingsUnderForwardPurchaseAgreementsMember 2014-01-01 2014-12-31 0001464423 us-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-01-01 2014-12-31 0001464423 pmt:ExchangeableSeniorNotesDueTwoThousandAndTwentyMemberpmt:InitialExchangeableRateMember 2014-01-01 2014-12-31 0001464423 pmt:ExchangeableSeniorNotesDueTwoThousandAndTwentyMember 2014-01-01 2014-12-31 0001464423 pmt:WarehouseServicesMember 2014-01-01 2014-12-31 0001464423 pmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageBankingAndWarehouseServicesAgreementMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageBankingServicesMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServicingRightsMember 2014-01-01 2014-12-31 0001464423 pmt:UnderwritersMember 2014-01-01 2014-12-31 0001464423 us-gaap:ManagementMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoanParticipationAndSalesAgreementMember 2014-01-01 2014-12-31 0001464423 us-gaap:AssetBackedSecuritiesMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServiceRightsMember 2014-01-01 2014-12-31 0001464423 us-gaap:LondonInterbankOfferedRateLIBORMember 2014-01-01 2014-12-31 0001464423 pmt:SubServicingLoanMember 2014-01-01 2014-12-31 0001464423 pmt:WholeLoanMember 2014-01-01 2014-12-31 0001464423 pmt:DelinquentAndForeclosureMember 2014-01-01 2014-12-31 0001464423 us-gaap:AdditionalPaidInCapitalMember 2014-01-01 2014-12-31 0001464423 us-gaap:CommonStockMember 2014-01-01 2014-12-31 0001464423 us-gaap:RetainedEarningsMember 2014-01-01 2014-12-31 0001464423 pmt:SubServicingLoanMemberpmt:AdjustableRateMortgagesMember 2014-01-01 2014-12-31 0001464423 pmt:SubServicingLoanMemberpmt:FixedRateMortgageLoansMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServicingRightsMember 2014-01-01 2014-12-31 0001464423 us-gaap:LiabilitiesTotalMember 2014-01-01 2014-12-31 0001464423 us-gaap:AssetBackedSecuritiesMember 2014-01-01 2014-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 pmt:ForwardPurchaseContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 pmt:EurodollarFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 pmt:EurodollarFutureSalesContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 pmt:TreasuryFutureSalesContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 pmt:ForwardSaleContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 pmt:TreasuryFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 us-gaap:PutOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 us-gaap:CallOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAtFairValueMember 2014-01-01 2014-12-31 0001464423 pmt:FairValueAssetsGainsLossesMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMemberpmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMemberpmt:ActivityBasedMemberpmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMemberpmt:BaseMemberpmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember 2014-01-01 2014-12-31 0001464423 pmt:ExcessSpreadInvestmentMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageBackedSecuritiesAtFairValueMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServicingRightsAtFairValueMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServiceRightsMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServicingRightsMemberpmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServicingRightsMemberpmt:ActivityBasedMemberpmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServicingRightsMemberpmt:BaseMemberpmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServicingRightsMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoanMemberpmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoanMemberpmt:ActivityBasedMemberpmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoanMemberpmt:BaseMemberpmt:PennyMacLoanServicesLlcMember 2014-01-01 2014-12-31 0001464423 us-gaap:ShortTermInvestmentsMember 2014-01-01 2014-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2014-01-01 2014-12-31 0001464423 pmt:NetIncomeExceedsTwentyPercentageMember 2014-01-01 2014-12-31 0001464423 pmt:NetIncomeExceedsFifteenPercentageMember 2014-01-01 2014-12-31 0001464423 pmt:NetIncomeExceedsTenPercentageMember 2014-01-01 2014-12-31 0001464423 us-gaap:MortgageLoansOnRealEstateMember 2014-01-01 2014-12-31 0001464423 pmt:ServicingAndCollectionCostsMember 2014-01-01 2014-12-31 0001464423 pmt:InsuranceMember 2014-01-01 2014-12-31 0001464423 pmt:OverheadMember 2014-01-01 2014-12-31 0001464423 pmt:SecuritizationsMember 2014-01-01 2014-12-31 0001464423 us-gaap:OtherExpenseMember 2014-01-01 2014-12-31 0001464423 us-gaap:LoanOriginationCommitmentsMember 2014-01-01 2014-12-31 0001464423 us-gaap:TechnologyEquipmentMember 2014-01-01 2014-12-31 0001464423 pmt:ForwardPurchaseCommitmentsMemberpmt:MortgageLoansUnderForwardPurchaseAgreementsMember 2014-01-01 2014-12-31 0001464423 pmt:ForwardPurchaseCommitmentsMember 2014-01-01 2014-12-31 0001464423 pmt:MorganStanleyMemberus-gaap:MortgageLoansOnRealEstateMember 2014-01-01 2014-12-31 0001464423 pmt:CreditSuisseFirstBostonMortgageMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-01-01 2014-12-31 0001464423 pmt:CreditSuisseFirstBostonMortgageMemberus-gaap:MortgageLoansOnRealEstateMember 2014-01-01 2014-12-31 0001464423 pmt:RoyalBankOfScotlandMemberus-gaap:MortgageLoansOnRealEstateMember 2014-01-01 2014-12-31 0001464423 pmt:DaiwaCapitalMarketsAmericaIncMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-01-01 2014-12-31 0001464423 pmt:BankOfAmericaNaMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-01-01 2014-12-31 0001464423 pmt:BankOfAmericaNaMemberus-gaap:MortgageLoansOnRealEstateMember 2014-01-01 2014-12-31 0001464423 pmt:CitibankMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-01-01 2014-12-31 0001464423 pmt:CitibankMemberus-gaap:MortgageLoansOnRealEstateMember 2014-01-01 2014-12-31 0001464423 pmt:ForwardPurchasersMember 2014-01-01 2014-12-31 0001464423 us-gaap:IntersegmentEliminationMember 2014-01-01 2014-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:CorrespondentProductionMember 2014-01-01 2014-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:InvestmentActivitiesMember 2014-01-01 2014-12-31 0001464423 pmt:HomeAffordableRefinanceProgramMemberus-gaap:MinimumMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServiceRightsMemberus-gaap:MinimumMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAtFairValueMemberus-gaap:MinimumMember 2014-01-01 2014-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:MinimumMember 2014-01-01 2014-12-31 0001464423 us-gaap:MinimumMember 2014-01-01 2014-12-31 0001464423 pmt:InitialPublicOfferingMemberus-gaap:MaximumMember 2014-01-01 2014-12-31 0001464423 pmt:HomeAffordableRefinanceProgramMemberus-gaap:MaximumMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServiceRightsMemberus-gaap:MaximumMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAtFairValueMemberus-gaap:MaximumMember 2014-01-01 2014-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:MaximumMember 2014-01-01 2014-12-31 0001464423 us-gaap:MaximumMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageServiceRightsMemberus-gaap:WeightedAverageMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansAtFairValueMemberus-gaap:WeightedAverageMember 2014-01-01 2014-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:WeightedAverageMember 2014-01-01 2014-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMemberus-gaap:WeightedAverageMember 2014-01-01 2014-12-31 0001464423 us-gaap:WeightedAverageMember 2014-01-01 2014-12-31 0001464423 2014-01-01 2014-12-31 0001464423 pmt:PennymacFinancialServicesIncMember 2013-01-01 2013-12-31 0001464423 pmt:NonAffiliatesMember 2013-01-01 2013-12-31 0001464423 us-gaap:ParentCompanyMember 2013-01-01 2013-12-31 0001464423 pmt:BorrowingsUnderForwardPurchaseAgreementsMember 2013-01-01 2013-12-31 0001464423 pmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:UnderwritersMember 2013-01-01 2013-12-31 0001464423 us-gaap:ManagementMember 2013-01-01 2013-12-31 0001464423 us-gaap:AssetBackedSecuritiesMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageServiceRightsMember 2013-01-01 2013-12-31 0001464423 us-gaap:LondonInterbankOfferedRateLIBORMember 2013-01-01 2013-12-31 0001464423 us-gaap:AdditionalPaidInCapitalMember 2013-01-01 2013-12-31 0001464423 us-gaap:CommonStockMember 2013-01-01 2013-12-31 0001464423 us-gaap:RetainedEarningsMember 2013-01-01 2013-12-31 0001464423 us-gaap:LiabilitiesTotalMember 2013-01-01 2013-12-31 0001464423 us-gaap:AssetBackedSecuritiesMember 2013-01-01 2013-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 pmt:ForwardPurchaseContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 pmt:EurodollarFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 pmt:EurodollarFutureSalesContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 pmt:TreasuryFutureSalesContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 pmt:ForwardSaleContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 pmt:TreasuryFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 us-gaap:PutOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 us-gaap:CallOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansAtFairValueMember 2013-01-01 2013-12-31 0001464423 pmt:FairValueAssetsGainsLossesMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMemberpmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMemberpmt:ActivityBasedMemberpmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMemberpmt:BaseMemberpmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleAtFairValueMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember 2013-01-01 2013-12-31 0001464423 pmt:ExcessSpreadInvestmentMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageBackedSecuritiesAtFairValueMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageServicingRightsAtFairValueMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageServicingRightsMemberpmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageServicingRightsMemberpmt:ActivityBasedMemberpmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageServicingRightsMemberpmt:BaseMemberpmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageServicingRightsMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoanMemberpmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoanMemberpmt:ActivityBasedMemberpmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoanMemberpmt:BaseMemberpmt:PennyMacLoanServicesLlcMember 2013-01-01 2013-12-31 0001464423 pmt:AgencyDebtSecuritiesMember 2013-01-01 2013-12-31 0001464423 us-gaap:ShortTermInvestmentsMember 2013-01-01 2013-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2013-01-01 2013-12-31 0001464423 pmt:ServicingAndCollectionCostsMember 2013-01-01 2013-12-31 0001464423 pmt:InsuranceMember 2013-01-01 2013-12-31 0001464423 pmt:OverheadMember 2013-01-01 2013-12-31 0001464423 pmt:SecuritizationsMember 2013-01-01 2013-12-31 0001464423 us-gaap:OtherExpenseMember 2013-01-01 2013-12-31 0001464423 us-gaap:LoanOriginationCommitmentsMember 2013-01-01 2013-12-31 0001464423 us-gaap:TechnologyEquipmentMember 2013-01-01 2013-12-31 0001464423 pmt:ForwardPurchaseCommitmentsMemberpmt:MortgageLoansUnderForwardPurchaseAgreementsMember 2013-01-01 2013-12-31 0001464423 pmt:ForwardPurchaseCommitmentsMember 2013-01-01 2013-12-31 0001464423 us-gaap:IntersegmentEliminationMember 2013-01-01 2013-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:CorrespondentProductionMember 2013-01-01 2013-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:InvestmentActivitiesMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageServiceRightsMemberus-gaap:MinimumMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansAtFairValueMemberus-gaap:MinimumMember 2013-01-01 2013-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:MinimumMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMemberus-gaap:MinimumMember 2013-01-01 2013-12-31 0001464423 us-gaap:MinimumMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageServiceRightsMemberus-gaap:MaximumMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansAtFairValueMemberus-gaap:MaximumMember 2013-01-01 2013-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:MaximumMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMemberus-gaap:MaximumMember 2013-01-01 2013-12-31 0001464423 us-gaap:MaximumMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageServiceRightsMemberus-gaap:WeightedAverageMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansAtFairValueMemberus-gaap:WeightedAverageMember 2013-01-01 2013-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:WeightedAverageMember 2013-01-01 2013-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMemberus-gaap:WeightedAverageMember 2013-01-01 2013-12-31 0001464423 us-gaap:WeightedAverageMember 2013-01-01 2013-12-31 0001464423 2013-01-01 2013-12-31 0001464423 pmt:PennyMacLoanServicesLlcMemberus-gaap:SubsequentEventMember 2015-01-28 2015-01-28 0001464423 2013-09-30 2013-09-30 0001464423 us-gaap:SubsequentEventMember 2015-06-29 2015-06-29 0001464423 pmt:PennyMacLoanServicesLlcMemberus-gaap:SubsequentEventMember 2015-02-03 2015-02-03 0001464423 2013-08-13 2013-08-13 0001464423 pmt:OnePointFivePercentOfStockholdersEquityMember 2013-02-01 2013-02-01 0001464423 pmt:OnePointTwoFivePercentOfStockholdersEquityMember 2013-02-01 2013-02-01 0001464423 pmt:OnePointThreeSevenFivePercentOfStockholdersEquityMember 2013-02-01 2013-02-01 0001464423 us-gaap:SubsequentEventMember 2015-01-29 0001464423 pmt:PennyMacLoanServicesLlcMemberus-gaap:SubsequentEventMember 2015-01-28 0001464423 pmt:InitialPublicOfferingMember 2014-12-31 0001464423 pmt:PennyMacMortgageInvestmentTrustHoldingsMember 2014-12-31 0001464423 pmt:PennymacHoldingsLlcMember 2014-12-31 0001464423 pmt:OperatingPartnershipMember 2014-12-31 0001464423 pmt:PennymacCorpMember 2014-12-31 0001464423 us-gaap:ParentCompanyMember 2014-12-31 0001464423 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 pmt:BorrowingsUnderForwardPurchaseAgreementsMember 2014-12-31 0001464423 pmt:OtherMortgageLoansAtFairValueMember 2014-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleMember 2014-12-31 0001464423 us-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 pmt:ExchangeableSeniorNotesDueTwoThousandAndTwentyMember 2014-12-31 0001464423 pmt:PennyMacLoanServicesLlcMember 2014-12-31 0001464423 pmt:MortgageLoanParticipationAndSalesAgreementMember 2014-12-31 0001464423 us-gaap:AssetBackedSecuritiesMember 2014-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMember 2014-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMember 2014-12-31 0001464423 pmt:DerivativesNotSubjectToMasterNettingAdjustmentMember 2014-12-31 0001464423 pmt:ForwardPurchaseContractMember 2014-12-31 0001464423 pmt:NettingMember 2014-12-31 0001464423 pmt:DerivativesSubjectToMasterNettingAdjustmentMember 2014-12-31 0001464423 pmt:EurodollarFuturePurchaseContractsMember 2014-12-31 0001464423 pmt:EurodollarFutureSalesContractsMember 2014-12-31 0001464423 pmt:TreasuryFutureSalesContractMember 2014-12-31 0001464423 pmt:ForwardSaleContractMember 2014-12-31 0001464423 us-gaap:PutOptionMember 2014-12-31 0001464423 us-gaap:ForwardContractsMember 2014-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2014-12-31 0001464423 us-gaap:CallOptionMember 2014-12-31 0001464423 pmt:MaturityOneToTwoYearsMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 pmt:MaturityNineZeroToOneEightZeroDaysMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 pmt:MaturityOneEightZeroDaysToOneYearMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 us-gaap:MaturityUpTo30DaysMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 us-gaap:Maturity30To90DaysMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 us-gaap:AdditionalPaidInCapitalMember 2014-12-31 0001464423 us-gaap:CommonStockMember 2014-12-31 0001464423 us-gaap:RetainedEarningsMember 2014-12-31 0001464423 pmt:FixedInterestRateJumboMember 2014-12-31 0001464423 pmt:CaliforniaRealEstateMember 2014-12-31 0001464423 pmt:ConventionalJumboLoansMember 2014-12-31 0001464423 pmt:ConventionalAgencyEligibleMember 2014-12-31 0001464423 us-gaap:GovernmentMember 2014-12-31 0001464423 us-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 pmt:ForwardPurchaseContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 pmt:EurodollarFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 pmt:EurodollarFutureSalesContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 pmt:TreasuryFutureSalesContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 pmt:ForwardSaleContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 pmt:TreasuryFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 us-gaap:PutOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 us-gaap:CallOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2014-12-31 0001464423 pmt:MortgageLoansAtFairValueMember 2014-12-31 0001464423 pmt:ExcessSpreadInvestmentMember 2014-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMember 2014-12-31 0001464423 pmt:MortgageServicingRightsMember 2014-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2014-12-31 0001464423 pmt:ConsolidatedVariableInterestEntitiesMember 2014-12-31 0001464423 pmt:NetIncomeExceedsFifteenPercentageMember 2014-12-31 0001464423 pmt:NetIncomeExceedsTenPercentageMember 2014-12-31 0001464423 pmt:AtmEquityOfferingSalesAgreementMember 2014-12-31 0001464423 us-gaap:PutOptionMember 2014-12-31 0001464423 us-gaap:CallOptionMember 2014-12-31 0001464423 pmt:OtherMortgageLoansAtFairValueMemberpmt:NonPerformingMortgageLoanMember 2014-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleMemberpmt:NonPerformingMortgageLoanMember 2014-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:InterestRateStepUpMember 2014-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:FixedMember 2014-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:BalloonMember 2014-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:AdjustableRateOrHybridMember 2014-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:FixedInterestRateMember 2014-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:ArmHybridLoanMember 2014-12-31 0001464423 us-gaap:PerformingFinancingReceivableMember 2014-12-31 0001464423 pmt:OtherMortgageLoansAtFairValueMemberus-gaap:NonperformingFinancingReceivableMember 2014-12-31 0001464423 us-gaap:NonperformingFinancingReceivableMember 2014-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMemberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:ForwardPurchaseContractMemberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:ForwardPurchaseCommitmentsMember 2014-12-31 0001464423 pmt:TreasuryFutureSalesContractMemberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:ForwardSaleContractMemberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:PutOptionMemberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:BankOfOklahomaMember 2014-12-31 0001464423 pmt:RbsSecuritiesIncMember 2014-12-31 0001464423 pmt:FannieMaeCapitalMarketsMember 2014-12-31 0001464423 pmt:NomuraMember 2014-12-31 0001464423 pmt:DeutscheBankMember 2014-12-31 0001464423 pmt:FreddieMacMember 2014-12-31 0001464423 pmt:CantorFitzgeraldCoMember 2014-12-31 0001464423 pmt:WellsFargoAndCompanyMember 2014-12-31 0001464423 pmt:MorganStanleyMemberus-gaap:MortgageLoansOnRealEstateMember 2014-12-31 0001464423 pmt:MorganStanleyMember 2014-12-31 0001464423 pmt:OtherCounterpartiesMember 2014-12-31 0001464423 pmt:CreditSuisseFirstBostonMortgageMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 pmt:CreditSuisseFirstBostonMortgageMemberus-gaap:MortgageLoansOnRealEstateMember 2014-12-31 0001464423 pmt:CreditSuisseFirstBostonMortgageMember 2014-12-31 0001464423 pmt:JefferiesMember 2014-12-31 0001464423 pmt:RoyalBankOfScotlandMemberus-gaap:MortgageLoansOnRealEstateMember 2014-12-31 0001464423 pmt:DaiwaCapitalMarketsAmericaIncMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 pmt:DaiwaCapitalMarketsAmericaIncMember 2014-12-31 0001464423 pmt:RjObrienMember 2014-12-31 0001464423 pmt:BankOfAmericaNaMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 pmt:BankOfAmericaNaMemberus-gaap:MortgageLoansOnRealEstateMember 2014-12-31 0001464423 pmt:BankOfAmericaNaMember 2014-12-31 0001464423 pmt:CitibankMemberus-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2014-12-31 0001464423 pmt:CitibankMemberus-gaap:MortgageLoansOnRealEstateMember 2014-12-31 0001464423 pmt:CitibankMember 2014-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2014-12-31 0001464423 us-gaap:IntersegmentEliminationMember 2014-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:CorrespondentProductionMember 2014-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:InvestmentActivitiesMember 2014-12-31 0001464423 pmt:HomeAffordableRefinanceProgramMemberus-gaap:MinimumMember 2014-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:MinimumMember 2014-12-31 0001464423 us-gaap:MinimumMember 2014-12-31 0001464423 pmt:HomeAffordableRefinanceProgramMemberus-gaap:MaximumMember 2014-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:MaximumMember 2014-12-31 0001464423 us-gaap:MaximumMemberpmt:NetIncomeExceedsTwentyPercentageMember 2014-12-31 0001464423 us-gaap:MaximumMemberpmt:NetIncomeExceedsFifteenPercentageMember 2014-12-31 0001464423 us-gaap:MaximumMemberpmt:NetIncomeExceedsTenPercentageMember 2014-12-31 0001464423 us-gaap:MaximumMember 2014-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:WeightedAverageMember 2014-12-31 0001464423 us-gaap:WeightedAverageMember 2014-12-31 0001464423 pmt:FairValueInputPrepaymentSpeedMemberpmt:EffectOnValueOfFivePercentageAdverseChangeMember 2014-12-31 0001464423 pmt:FairValueInputPricingSpreadMemberpmt:EffectOnValueOfFivePercentageAdverseChangeMember 2014-12-31 0001464423 pmt:FairValueInputCostOfServicingMemberpmt:EffectOnValueOfFivePercentageAdverseChangeMember 2014-12-31 0001464423 pmt:FairValueInputPrepaymentSpeedMemberpmt:EffectOnValueOfTwentyPercentageAdverseChangeMember 2014-12-31 0001464423 pmt:FairValueInputPricingSpreadMemberpmt:EffectOnValueOfTwentyPercentageAdverseChangeMember 2014-12-31 0001464423 pmt:FairValueInputCostOfServicingMemberpmt:EffectOnValueOfTwentyPercentageAdverseChangeMember 2014-12-31 0001464423 pmt:FairValueInputPrepaymentSpeedMemberpmt:EffectOnValueOfTenPercentageAdverseChangeMember 2014-12-31 0001464423 pmt:FairValueInputPricingSpreadMemberpmt:EffectOnValueOfTenPercentageAdverseChangeMember 2014-12-31 0001464423 pmt:FairValueInputCostOfServicingMemberpmt:EffectOnValueOfTenPercentageAdverseChangeMember 2014-12-31 0001464423 us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:ForwardPurchaseContractMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:TreasuryFutureSalesContractMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:ForwardSaleContractMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:PutOptionMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:FairValueInputsLevel3Member 2014-12-31 0001464423 us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:ForwardPurchaseContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:TreasuryFutureSalesContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:ForwardSaleContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:PutOptionMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:FairValueInputsLevel1Member 2014-12-31 0001464423 us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:ForwardPurchaseContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:TreasuryFutureSalesContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 pmt:ForwardSaleContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:PutOptionMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2014-12-31 0001464423 us-gaap:FairValueInputsLevel2Member 2014-12-31 0001464423 2014-12-31 0001464423 us-gaap:ParentCompanyMember 2013-12-31 0001464423 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2013-12-31 0001464423 pmt:BorrowingsUnderForwardPurchaseAgreementsMember 2013-12-31 0001464423 pmt:OtherMortgageLoansAtFairValueMember 2013-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleMember 2013-12-31 0001464423 pmt:PennyMacLoanServicesLlcMember 2013-12-31 0001464423 us-gaap:AssetBackedSecuritiesMember 2013-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMember 2013-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMember 2013-12-31 0001464423 pmt:DerivativesNotSubjectToMasterNettingAdjustmentMember 2013-12-31 0001464423 pmt:ForwardPurchaseContractMember 2013-12-31 0001464423 pmt:NettingMember 2013-12-31 0001464423 pmt:DerivativesSubjectToMasterNettingAdjustmentMember 2013-12-31 0001464423 pmt:EurodollarFuturePurchaseContractsMember 2013-12-31 0001464423 pmt:EurodollarFutureSalesContractsMember 2013-12-31 0001464423 pmt:TreasuryFutureSalesContractMember 2013-12-31 0001464423 pmt:ForwardSaleContractMember 2013-12-31 0001464423 us-gaap:PutOptionMember 2013-12-31 0001464423 us-gaap:ForwardContractsMember 2013-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2013-12-31 0001464423 us-gaap:CallOptionMember 2013-12-31 0001464423 us-gaap:AdditionalPaidInCapitalMember 2013-12-31 0001464423 us-gaap:CommonStockMember 2013-12-31 0001464423 us-gaap:RetainedEarningsMember 2013-12-31 0001464423 pmt:FixedInterestRateJumboMember 2013-12-31 0001464423 pmt:CaliforniaRealEstateMember 2013-12-31 0001464423 pmt:ConventionalJumboLoansMember 2013-12-31 0001464423 pmt:ConventionalAgencyEligibleMember 2013-12-31 0001464423 us-gaap:GovernmentMember 2013-12-31 0001464423 us-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:CallOptionsOnInterestRateFuturesMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 pmt:ForwardPurchaseContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 pmt:EurodollarFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 pmt:EurodollarFutureSalesContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 pmt:TreasuryFutureSalesContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 pmt:ForwardSaleContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 pmt:TreasuryFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 us-gaap:PutOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 us-gaap:CallOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2013-12-31 0001464423 pmt:MortgageLoansAtFairValueMember 2013-12-31 0001464423 pmt:ExcessSpreadInvestmentMember 2013-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMember 2013-12-31 0001464423 pmt:MortgageServicingRightsMember 2013-12-31 0001464423 pmt:AgencyDebtSecuritiesMember 2013-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2013-12-31 0001464423 pmt:ConsolidatedVariableInterestEntitiesMember 2013-12-31 0001464423 pmt:AtmEquityOfferingSalesAgreementMember 2013-12-31 0001464423 us-gaap:PutOptionMember 2013-12-31 0001464423 us-gaap:CallOptionMember 2013-12-31 0001464423 pmt:OtherMortgageLoansAtFairValueMemberpmt:NonPerformingMortgageLoanMember 2013-12-31 0001464423 pmt:MortgageLoansAcquiredForSaleMemberpmt:NonPerformingMortgageLoanMember 2013-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:InterestRateStepUpMember 2013-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:FixedMember 2013-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:BalloonMember 2013-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:AdjustableRateOrHybridMember 2013-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:FixedInterestRateMember 2013-12-31 0001464423 us-gaap:PerformingFinancingReceivableMemberpmt:ArmHybridLoanMember 2013-12-31 0001464423 us-gaap:PerformingFinancingReceivableMember 2013-12-31 0001464423 pmt:OtherMortgageLoansAtFairValueMemberus-gaap:NonperformingFinancingReceivableMember 2013-12-31 0001464423 us-gaap:NonperformingFinancingReceivableMember 2013-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:ForwardPurchaseContractMemberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:ForwardPurchaseCommitmentsMember 2013-12-31 0001464423 pmt:ForwardSaleContractMemberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:PutOptionMemberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:BankOfOklahomaMember 2013-12-31 0001464423 pmt:RbsSecuritiesIncMember 2013-12-31 0001464423 pmt:FannieMaeCapitalMarketsMember 2013-12-31 0001464423 pmt:NomuraMember 2013-12-31 0001464423 pmt:DeutscheBankMember 2013-12-31 0001464423 pmt:CantorFitzgeraldCoMember 2013-12-31 0001464423 pmt:WellsFargoAndCompanyMember 2013-12-31 0001464423 pmt:MorganStanleyMember 2013-12-31 0001464423 pmt:OtherCounterpartiesMember 2013-12-31 0001464423 pmt:CreditSuisseFirstBostonMortgageMember 2013-12-31 0001464423 pmt:JefferiesMember 2013-12-31 0001464423 pmt:DaiwaCapitalMarketsAmericaIncMember 2013-12-31 0001464423 pmt:RjObrienMember 2013-12-31 0001464423 pmt:BankOfAmericaNaMember 2013-12-31 0001464423 pmt:CitibankMember 2013-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2013-12-31 0001464423 us-gaap:IntersegmentEliminationMember 2013-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:CorrespondentProductionMember 2013-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:InvestmentActivitiesMember 2013-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:MinimumMember 2013-12-31 0001464423 us-gaap:MinimumMember 2013-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:MaximumMember 2013-12-31 0001464423 us-gaap:MaximumMember 2013-12-31 0001464423 pmt:ExcessSpreadInvestmentMemberus-gaap:WeightedAverageMember 2013-12-31 0001464423 us-gaap:WeightedAverageMember 2013-12-31 0001464423 pmt:FairValueInputPrepaymentSpeedMemberpmt:EffectOnValueOfFivePercentageAdverseChangeMember 2013-12-31 0001464423 pmt:FairValueInputPricingSpreadMemberpmt:EffectOnValueOfFivePercentageAdverseChangeMember 2013-12-31 0001464423 pmt:FairValueInputCostOfServicingMemberpmt:EffectOnValueOfFivePercentageAdverseChangeMember 2013-12-31 0001464423 pmt:FairValueInputPrepaymentSpeedMemberpmt:EffectOnValueOfTwentyPercentageAdverseChangeMember 2013-12-31 0001464423 pmt:FairValueInputPricingSpreadMemberpmt:EffectOnValueOfTwentyPercentageAdverseChangeMember 2013-12-31 0001464423 pmt:FairValueInputCostOfServicingMemberpmt:EffectOnValueOfTwentyPercentageAdverseChangeMember 2013-12-31 0001464423 pmt:FairValueInputPrepaymentSpeedMemberpmt:EffectOnValueOfTenPercentageAdverseChangeMember 2013-12-31 0001464423 pmt:FairValueInputPricingSpreadMemberpmt:EffectOnValueOfTenPercentageAdverseChangeMember 2013-12-31 0001464423 pmt:FairValueInputCostOfServicingMemberpmt:EffectOnValueOfTenPercentageAdverseChangeMember 2013-12-31 0001464423 us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:ForwardPurchaseContractMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:ForwardSaleContractMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:PutOptionMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:FairValueInputsLevel3Member 2013-12-31 0001464423 us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:ForwardPurchaseContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:ForwardSaleContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:PutOptionMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:FairValueInputsLevel1Member 2013-12-31 0001464423 us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:ForwardPurchaseContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 pmt:ForwardSaleContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:PutOptionMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0001464423 us-gaap:FairValueInputsLevel2Member 2013-12-31 0001464423 2013-12-31 0001464423 us-gaap:ParentCompanyMember 2012-12-31 0001464423 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2012-12-31 0001464423 pmt:BorrowingsUnderForwardPurchaseAgreementsMember 2012-12-31 0001464423 pmt:PennyMacLoanServicesLlcMember 2012-12-31 0001464423 us-gaap:AssetBackedSecuritiesMember 2012-12-31 0001464423 us-gaap:AdditionalPaidInCapitalMember 2012-12-31 0001464423 us-gaap:CommonStockMember 2012-12-31 0001464423 us-gaap:RetainedEarningsMember 2012-12-31 0001464423 pmt:PutOptionsOnInterestRateFuturesMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-12-31 0001464423 pmt:ForwardPurchaseContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-12-31 0001464423 pmt:EurodollarFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-12-31 0001464423 pmt:EurodollarFutureSalesContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-12-31 0001464423 pmt:TreasuryFutureSalesContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-12-31 0001464423 pmt:ForwardSaleContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-12-31 0001464423 pmt:TreasuryFuturePurchaseContractsMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-12-31 0001464423 us-gaap:PutOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-12-31 0001464423 us-gaap:CallOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2012-12-31 0001464423 pmt:MortgageLoansAtFairValueMember 2012-12-31 0001464423 pmt:ExcessSpreadInvestmentMember 2012-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMember 2012-12-31 0001464423 pmt:MortgageServicingRightsMember 2012-12-31 0001464423 pmt:AgencyDebtSecuritiesMember 2012-12-31 0001464423 us-gaap:MortgageBackedSecuritiesMember 2012-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2012-12-31 0001464423 us-gaap:IntersegmentEliminationMember 2012-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:CorrespondentProductionMember 2012-12-31 0001464423 us-gaap:OperatingSegmentsMemberpmt:InvestmentActivitiesMember 2012-12-31 0001464423 2012-12-31 0001464423 us-gaap:ParentCompanyMember 2011-12-31 0001464423 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2011-12-31 0001464423 us-gaap:AdditionalPaidInCapitalMember 2011-12-31 0001464423 us-gaap:CommonStockMember 2011-12-31 0001464423 us-gaap:RetainedEarningsMember 2011-12-31 0001464423 pmt:ForwardPurchaseContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2011-12-31 0001464423 pmt:ForwardSaleContractMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2011-12-31 0001464423 us-gaap:PutOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2011-12-31 0001464423 us-gaap:CallOptionMemberpmt:MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember 2011-12-31 0001464423 pmt:MortgageLoansAtFairValueMember 2011-12-31 0001464423 pmt:MortgageLoansUnderForwardPurchaseAgreementsMember 2011-12-31 0001464423 pmt:MortgageServicingRightsMember 2011-12-31 0001464423 us-gaap:MortgageBackedSecuritiesMember 2011-12-31 0001464423 us-gaap:InterestRateLockCommitmentsMember 2011-12-31 0001464423 2011-12-31 0001464423 2014-09-30 0001464423 2014-06-30 0001464423 2014-03-31 0001464423 2013-09-30 0001464423 2013-06-30 0001464423 2013-03-31 0001464423 2015-02-23 0001464423 pmt:JpMorganChaseBankCreditFacilityMemberus-gaap:SubsequentEventMember 2015-02-18 0001464423 pmt:PennyMacLoanServicesLlcMemberus-gaap:SubsequentEventMember 2015-02-03 0001464423 us-gaap:MinimumMemberpmt:OnePointTwoFivePercentOfStockholdersEquityMember 2013-02-01 0001464423 us-gaap:MinimumMemberpmt:OnePointThreeSevenFivePercentOfStockholdersEquityMember 2013-02-01 0001464423 us-gaap:MaximumMemberpmt:UnderwritersMember 2013-02-01 0001464423 us-gaap:MaximumMemberus-gaap:ManagementMember 2013-02-01 0001464423 us-gaap:MaximumMemberpmt:OnePointFivePercentOfStockholdersEquityMember 2013-02-01 0001464423 us-gaap:MaximumMemberpmt:OnePointThreeSevenFivePercentOfStockholdersEquityMember 2013-02-01 0001464423 2009-08-04 iso4217:USD shares pure iso4217:USD shares pmt:Security_Loan pmt:Segment EX-101.SCH 14 pmt-20141231.xsd XBRL TAXONOMY EXTENSION SCHEMA 1001 - Document - Document and Entity Information link:calculationLink link:presentationLink link:definitionLink 1003 - Statement - Consolidated Balance Sheets link:calculationLink link:presentationLink link:definitionLink 1004 - Statement - Consolidated Balance Sheets (Parenthetical) link:calculationLink link:presentationLink link:definitionLink 1005 - Statement - Consolidated Statements of Income link:calculationLink link:presentationLink link:definitionLink 1006 - Statement - Consolidated Statements of Changes in Shareholders' Equity link:calculationLink link:presentationLink link:definitionLink 1007 - Statement - Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) link:calculationLink link:presentationLink link:definitionLink 1008 - Statement - Consolidated Statements of Cash Flows link:calculationLink link:presentationLink link:definitionLink 1009 - Disclosure - Organization and Basis of Presentation link:calculationLink link:presentationLink link:definitionLink 1010 - Disclosure - Concentration of Risks link:calculationLink link:presentationLink link:definitionLink 1011 - Disclosure - Significant Accounting Policies link:calculationLink link:presentationLink link:definitionLink 1012 - Disclosure - Transactions with Related Parties link:calculationLink link:presentationLink link:definitionLink 1013 - Disclosure - Earnings Per Share link:calculationLink link:presentationLink link:definitionLink 1014 - Disclosure - Loan Sales and Variable Interest Entities link:calculationLink link:presentationLink link:definitionLink 1015 - Disclosure - Netting of Financial Instruments link:calculationLink link:presentationLink link:definitionLink 1016 - Disclosure - Fair Value link:calculationLink link:presentationLink link:definitionLink 1017 - Disclosure - Short-Term Investments link:calculationLink link:presentationLink link:definitionLink 1018 - Disclosure - Mortgage Loans Acquired for Sale at Fair Value link:calculationLink link:presentationLink link:definitionLink 1019 - Disclosure - Derivative Financial Instruments link:calculationLink link:presentationLink link:definitionLink 1020 - Disclosure - Mortgage Loans at Fair Value link:calculationLink link:presentationLink link:definitionLink 1021 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value link:calculationLink link:presentationLink link:definitionLink 1022 - Disclosure - Real Estate Acquired in Settlement of Loans link:calculationLink link:presentationLink link:definitionLink 1023 - Disclosure - Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements link:calculationLink link:presentationLink link:definitionLink 1024 - Disclosure - Mortgage Servicing Rights link:calculationLink link:presentationLink link:definitionLink 1025 - Disclosure - Assets Sold Under Agreements to Repurchase link:calculationLink link:presentationLink link:definitionLink 1026 - Disclosure - Mortgage Loan Participation and Sale Agreement link:calculationLink link:presentationLink link:definitionLink 1027 - Disclosure - Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value link:calculationLink link:presentationLink link:definitionLink 1028 - Disclosure - Exchangeable Senior Notes link:calculationLink link:presentationLink link:definitionLink 1029 - Disclosure - Borrowings under Forward Purchase Agreements link:calculationLink link:presentationLink link:definitionLink 1030 - Disclosure - Liability for Losses Under Representations and Warranties link:calculationLink link:presentationLink link:definitionLink 1031 - Disclosure - Commitments and Contingencies link:calculationLink link:presentationLink link:definitionLink 1032 - Disclosure - Shareholders' Equity link:calculationLink link:presentationLink link:definitionLink 1033 - Disclosure - Net Gain on Mortgage Loans Acquired for Sale link:calculationLink link:presentationLink link:definitionLink 1034 - Disclosure - Net Interest Income link:calculationLink link:presentationLink link:definitionLink 1035 - Disclosure - Net Gain on Investments link:calculationLink link:presentationLink link:definitionLink 1036 - Disclosure - Net Loan Servicing Fees link:calculationLink link:presentationLink link:definitionLink 1037 - Disclosure - Share-Based Compensation Plans link:calculationLink link:presentationLink link:definitionLink 1038 - Disclosure - Other Expenses link:calculationLink link:presentationLink link:definitionLink 1039 - Disclosure - Income Taxes link:calculationLink link:presentationLink link:definitionLink 1040 - Disclosure - Segments and Related Information link:calculationLink link:presentationLink link:definitionLink 1041 - Disclosure - Selected Quarterly Results link:calculationLink link:presentationLink link:definitionLink 1042 - Disclosure - Supplemental Cash Flow Information link:calculationLink link:presentationLink link:definitionLink 1043 - Disclosure - Regulatory Net Worth link:calculationLink link:presentationLink link:definitionLink 1044 - Disclosure - Recently Issued Accounting Pronouncements link:calculationLink link:presentationLink link:definitionLink 1045 - Disclosure - Parent Company Information link:calculationLink link:presentationLink link:definitionLink 1046 - Disclosure - Subsequent Events link:calculationLink link:presentationLink link:definitionLink 1047 - Disclosure - Organization and Basis of Presentation (Policies) link:calculationLink link:presentationLink link:definitionLink 1048 - Disclosure - Concentration of Risks (Tables) link:calculationLink link:presentationLink link:definitionLink 1049 - Disclosure - Transactions with Related Parties (Tables) link:calculationLink link:presentationLink link:definitionLink 1050 - Disclosure - Earnings Per Share (Tables) link:calculationLink link:presentationLink link:definitionLink 1051 - Disclosure - Loan Sales and Variable Interest Entities (Tables) link:calculationLink link:presentationLink link:definitionLink 1052 - Disclosure - Netting of Financial Instruments (Tables) link:calculationLink link:presentationLink link:definitionLink 1053 - Disclosure - Fair Value (Tables) link:calculationLink link:presentationLink link:definitionLink 1054 - Disclosure - Mortgage Loans Acquired for Sale at Fair Value (Tables) link:calculationLink link:presentationLink link:definitionLink 1055 - Disclosure - Derivative Financial Instruments (Tables) link:calculationLink link:presentationLink link:definitionLink 1056 - Disclosure - Mortgage Loans at Fair Value (Tables) link:calculationLink link:presentationLink link:definitionLink 1057 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value (Tables) link:calculationLink link:presentationLink link:definitionLink 1058 - Disclosure - Real Estate Acquired in Settlement of Loans (Tables) link:calculationLink link:presentationLink link:definitionLink 1059 - Disclosure - Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements (Tables) link:calculationLink link:presentationLink link:definitionLink 1060 - Disclosure - Mortgage Servicing Rights (Tables) link:calculationLink link:presentationLink link:definitionLink 1061 - Disclosure - Net Loan Servicing Fees (Tables) link:calculationLink link:presentationLink link:definitionLink 1062 - Disclosure - Assets Sold Under Agreements to Repurchase (Tables) link:calculationLink link:presentationLink link:definitionLink 1063 - Disclosure - Mortgage Loan Participation and Sale Agreement (Tables) link:calculationLink link:presentationLink link:definitionLink 1064 - Disclosure - Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value (Tables) link:calculationLink link:presentationLink link:definitionLink 1065 - Disclosure - Exchangeable Senior Notes (Tables) link:calculationLink link:presentationLink link:definitionLink 1066 - Disclosure - Borrowings under Forward Purchase Agreements (Tables) link:calculationLink link:presentationLink link:definitionLink 1067 - Disclosure - Liability for Losses Under Representations and Warranties (Tables) link:calculationLink link:presentationLink link:definitionLink 1068 - Disclosure - Commitments and Contingencies (Tables) link:calculationLink link:presentationLink link:definitionLink 1069 - Disclosure - Net Gain on Mortgage Loans Acquired for Sale (Tables) link:calculationLink link:presentationLink link:definitionLink 1070 - Disclosure - Net Interest Income (Tables) link:calculationLink link:presentationLink link:definitionLink 1071 - Disclosure - Net Gain on Investments (Tables) link:calculationLink link:presentationLink link:definitionLink 1072 - Disclosure - Share-Based Compensation Plans (Tables) link:calculationLink link:presentationLink link:definitionLink 1073 - Disclosure - Other Expenses (Tables) link:calculationLink link:presentationLink link:definitionLink 1074 - Disclosure - Income Taxes (Tables) link:calculationLink link:presentationLink link:definitionLink 1075 - Disclosure - Segments and Related Information (Tables) link:calculationLink link:presentationLink link:definitionLink 1076 - Disclosure - Selected Quarterly Results (Tables) link:calculationLink link:presentationLink link:definitionLink 1077 - Disclosure - Supplemental Cash Flow Information (Tables) link:calculationLink link:presentationLink link:definitionLink 1078 - Disclosure - Parent Company Information (Tables) link:calculationLink link:presentationLink link:definitionLink 1079 - Disclosure - Organization and Basis of Presentation - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1080 - Disclosure - Concentration of Risks - Fair Value of Mortgage Loans and REO Purchased (Including Purchases under Forward Purchase Agreements) Portion Representing Assets Purchased (Detail) link:calculationLink link:presentationLink link:definitionLink 1081 - Disclosure - Concentration of Risks - Consolidated Statements of Income and Cash Flows (Detail) link:calculationLink link:presentationLink link:definitionLink 1082 - Disclosure - Significant Accounting Policies - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1083 - Disclosure - Transactions with Related Parties - Management Fees - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1084 - Disclosure - Transactions with Related Parties - Summary of Management Fee Expense and Related Liability (Detail) link:calculationLink link:presentationLink link:definitionLink 1085 - Disclosure - Transactions with Related Parties - Mortgage Loan Servicing - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1086 - Disclosure - Transactions with Related Parties - Summary of Mortgage Loan Servicing Fees Earned (Detail) link:calculationLink link:presentationLink link:definitionLink 1087 - Disclosure - Transactions with Related Parties - Correspondent Production - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1088 - Disclosure - Transactions with Related Parties - Summary of Corresponding Production Activity (Detail) link:calculationLink link:presentationLink link:definitionLink 1089 - Disclosure - Transactions with Related Parties - Investment Activities - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1090 - Disclosure - Transactions with Related Parties - Summary of Investment Activity (Detail) link:calculationLink link:presentationLink link:definitionLink 1091 - Disclosure - Transactions with Related Parties - Other Transactions - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1092 - Disclosure - Transactions with Related Parties - Summary of Expenses (Detail) link:calculationLink link:presentationLink link:definitionLink 1093 - Disclosure - Transactions with Related Parties - Summary of Amounts Due to Affiliates (Detail) link:calculationLink link:presentationLink link:definitionLink 1094 - Disclosure - Earnings Per Share - Summary of Basic and Diluted Earnings per Share (Detail) link:calculationLink link:presentationLink link:definitionLink 1095 - Disclosure - Loan Sales and Variable Interest Entities - Summary of Cash Flows between Company and Transferees in Transfers Accounted for Sales (Detail) link:calculationLink link:presentationLink link:definitionLink 1096 - Disclosure - Loan Sales and Variable Interest Entities - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1097 - Disclosure - Netting of Financial Instruments - Summary of Offsetting of Derivative Assets (Detail) link:calculationLink link:presentationLink link:definitionLink 1098 - Disclosure - Netting of Financial Instruments - Summary of Derivative Assets and Collateral Held by Counterparty (Detail) link:calculationLink link:presentationLink link:definitionLink 1099 - Disclosure - Netting of Financial Instruments - Schedule of Offsetting of Derivative Liabilities and Financial Liabilities (Detail) link:calculationLink link:presentationLink link:definitionLink 1100 - Disclosure - Netting of Financial Instruments - Summary of Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty (Detail) link:calculationLink link:presentationLink link:definitionLink 1101 - Disclosure - Fair Value - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1102 - Disclosure - Fair Value - Summary of Financial Statement Items Measured at Fair Value on Recurring Basis (Detail) link:calculationLink link:presentationLink link:definitionLink 1103 - Disclosure - Fair Value - Summary of Changes in Items Measured Using Level 3 Inputs on Recurring Basis (Detail) link:calculationLink link:presentationLink link:definitionLink 1104 - Disclosure - Fair Value - Fair Values and Related Principal Amounts Due upon Maturity of Mortgage Loans Accounted for Under Fair Value Option (Detail) link:calculationLink link:presentationLink link:definitionLink 1105 - Disclosure - Fair Value - Summary of Changes in Fair Value Included in Current Period Income (Detail) link:calculationLink link:presentationLink link:definitionLink 1106 - Disclosure - Fair Value - Summary of Financial Statement Items Measured at Fair Value on Nonrecurring Basis (Detail) link:calculationLink link:presentationLink link:definitionLink 1107 - Disclosure - Fair Value - Summary of Total Gains (Losses) Recognized on Assets Measured at Fair Values on Nonrecurring Basis (Detail) link:calculationLink link:presentationLink link:definitionLink 1108 - Disclosure - Fair Value - Quantitative Summary of Key Inputs Used in Valuation of Mortgage Loans and Mortgage Loans Under Forward Purchase Agreements at Fair Value (Detail) link:calculationLink link:presentationLink link:definitionLink 1109 - Disclosure - Fair Value - Summary of Key Inputs Used in Determining Fair Value of ESS (Detail) link:calculationLink link:presentationLink link:definitionLink 1110 - Disclosure - Fair Value - Quantitative Summary of Key Unobservable Inputs Used in Valuation of Interest Rate Lock Commitments (Detail) link:calculationLink link:presentationLink link:definitionLink 1111 - Disclosure - Fair Value - Key Assumptions Used in Determining Fair Value of MSRs at Time of Initial Recognition (Detail) link:calculationLink link:presentationLink link:definitionLink 1112 - Disclosure - Fair Value - Quantitative Summary of Key Assumptions Used in Valuation of MSRs as of Dates Presented, and Effect on Estimated Fair Value from Adverse Changes in Those Assumptions (Detail) link:calculationLink link:presentationLink link:definitionLink 1113 - Disclosure - Mortgage Loans Acquired for Sale at Fair Value - Summary of Distribution of Company's Mortgage Loans Acquired for Sale at Fair Value (Detail) link:calculationLink link:presentationLink link:definitionLink 1114 - Disclosure - Mortgage Loans Acquired for Sale at Fair Value - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1115 - Disclosure - Derivative Financial Instruments - Derivative Assets and Liabilities and Related Margin Deposits Recorded within Derivative Assets and Derivative Liabilities (Detail) link:calculationLink link:presentationLink link:definitionLink 1116 - Disclosure - Derivative Financial Instruments - Summary of Activity in Notional Amount of Derivative Contracts (Detail) link:calculationLink link:presentationLink link:definitionLink 1117 - Disclosure - Derivative Financial Instruments - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1118 - Disclosure - Mortgage Loans at Fair Value - Summary of Distribution of Company's Mortgage Loans at Fair Value (Detail) link:calculationLink link:presentationLink link:definitionLink 1119 - Disclosure - Mortgage Loans at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value, Excluding VIE Securing Asset-Backed Financing (Detail) link:calculationLink link:presentationLink link:definitionLink 1120 - Disclosure - Mortgage Loans at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value, Excluding VIE Securing Asset-Backed Financing (Parenthetical) (Detail) link:calculationLink link:presentationLink link:definitionLink 1121 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Distribution of Company's Mortgage Loans under Forward Purchase Agreements at Fair Value (Detail) link:calculationLink link:presentationLink link:definitionLink 1122 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value (Detail) link:calculationLink link:presentationLink link:definitionLink 1123 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value (Parenthetical) (Detail) link:calculationLink link:presentationLink link:definitionLink 1124 - Disclosure - Real Estate Acquired in Settlement of Loans - Summary of Financial Information Relating to REO (Detail) link:calculationLink link:presentationLink link:definitionLink 1125 - Disclosure - Real Estate Acquired in Settlement of Loans under Forward Purchase Agreements - Summary of Activity in REO Under Forward Purchase Agreements (Detail) link:calculationLink link:presentationLink link:definitionLink 1126 - Disclosure - Mortgage Servicing Rights - Summary of MSRs Carried at Fair Value (Detail) link:calculationLink link:presentationLink link:definitionLink 1127 - Disclosure - Mortgage Servicing Rights - Summary of MSRs Carried at Amortized Cost (Detail) link:calculationLink link:presentationLink link:definitionLink 1128 - Disclosure - Mortgage Servicing Rights - Summary of Company's Estimate of Amortization of Existing MSRs Carried at Amortized Cost (Detail) link:calculationLink link:presentationLink link:definitionLink 1129 - Disclosure - Mortgage Servicing Rights - Summary of Net Loan Servicing Fees (Detail) link:calculationLink link:presentationLink link:definitionLink 1130 - Disclosure - Assets Sold Under Agreements to Repurchase - Summary of Financial Information Relating to Assets Sold under Agreements to Repurchase (Detail) link:calculationLink link:presentationLink link:definitionLink 1131 - Disclosure - Assets Sold Under Agreements to Repurchase - Summary of Financial Information Relating to Assets Sold under Agreements to Repurchase (Parenthetical) (Detail) link:calculationLink link:presentationLink link:definitionLink 1132 - Disclosure - Assets Sold Under Agreements to Repurchase - Summary of Maturities of Outstanding Assets Sold under Agreements to Repurchase by Maturity Date (Detail) link:calculationLink link:presentationLink link:definitionLink 1133 - Disclosure - Assets Sold Under Agreements to Repurchase - Summary of Assets Sold under Agreements to Repurchase by Counterparty (Detail) link:calculationLink link:presentationLink link:definitionLink 1134 - Disclosure - Mortgage Loan Participation and Sale Agreement - Summary of Mortgage Loan Participation and Sale Agreement (Detail) link:calculationLink link:presentationLink link:definitionLink 1135 - Disclosure - Mortgage Loan Participation and Sale Agreement - Summary of Mortgage Loan Participation and Sale Agreement (Parenthetical) (Detail) link:calculationLink link:presentationLink link:definitionLink 1136 - Disclosure - Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value - Summary of Financial Information Relating to Asset-Backed Secured Financing of Variable Interest Entity (Detail) link:calculationLink link:presentationLink link:definitionLink 1137 - Disclosure - Exchangeable Senior Notes - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1138 - Disclosure - Exchangeable Senior Notes - Summary of Financial Information Relating to Notes (Detail) link:calculationLink link:presentationLink link:definitionLink 1139 - Disclosure - Exchangeable Senior Notes - Summary of Financial Information Relating to Notes (Parenthetical) (Detail) link:calculationLink link:presentationLink link:definitionLink 1140 - Disclosure - Borrowings under Forward Purchase Agreements - Summary of Financial Information Relating to Borrowings under Forward Purchase Agreements (Detail) link:calculationLink link:presentationLink link:definitionLink 1141 - Disclosure - Liability for Losses under Representations and Warranties - Summary of Company's Liability for Losses under Representations and Warranties (Detail) link:calculationLink link:presentationLink link:definitionLink 1142 - Disclosure - Commitments and Contingencies - Company's Outstanding Contractual Loan Commitments (Detail) link:calculationLink link:presentationLink link:definitionLink 1143 - Disclosure - Shareholders' Equity - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1144 - Disclosure - Net Gain on Mortgage Loans Acquired for Sale - Summary of Net Gain on Mortgage Loans Acquired for Sale (Detail) link:calculationLink link:presentationLink link:definitionLink 1145 - Disclosure - Net Interest Income - Summary of Net Interest Income (Detail) link:calculationLink link:presentationLink link:definitionLink 1146 - Disclosure - Net Gain on Investments - Summary of Net Gain on Investments (Detail) link:calculationLink link:presentationLink link:definitionLink 1147 - Disclosure - Net Loan Servicing Fees - Summary of Net Loan Servicing Fees (Detail) link:calculationLink link:presentationLink link:definitionLink 1148 - Disclosure - Share-Based Compensation Plans - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1149 - Disclosure - Share-Based Compensation Plans - Summary of Restricted Share Unit Activity and Compensation Expense (Detail) link:calculationLink link:presentationLink link:definitionLink 1150 - Disclosure - Other Expenses - Summary of Other Expenses (Detail) link:calculationLink link:presentationLink link:definitionLink 1151 - Disclosure - Income Taxes - Schedule of Tax Characterization of Distributions (Detail) link:calculationLink link:presentationLink link:definitionLink 1152 - Disclosure - Income Taxes - Summary of Company's Income Tax Expense (Benefit) (Detail) link:calculationLink link:presentationLink link:definitionLink 1153 - Disclosure - Income Taxes - Reconciliation of Company's Provision for Income Taxes (Detail) link:calculationLink link:presentationLink link:definitionLink 1154 - Disclosure - Income Taxes - Components of Provision for Deferred Income Taxes (Detail) link:calculationLink link:presentationLink link:definitionLink 1155 - Disclosure - Income Taxes - Components of Income Taxes Payable (Detail) link:calculationLink link:presentationLink link:definitionLink 1156 - Disclosure - Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Detail) link:calculationLink link:presentationLink link:definitionLink 1157 - Disclosure - Income Taxes - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1158 - Disclosure - Segments and Related Information - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1159 - Disclosure - Segments and Related Information - Financial Highlights by Operating Segment (Detail) link:calculationLink link:presentationLink link:definitionLink 1160 - Disclosure - Selected Quarterly Results - Selected Quarterly Financial Data (Detail) link:calculationLink link:presentationLink link:definitionLink 1161 - Disclosure - Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1162 - Disclosure - Regulatory Net Worth - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1163 - Disclosure - Parent Company Information - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1164 - Disclosure - Parent Company Information - Condensed Balance Sheets (Detail) link:calculationLink link:presentationLink link:definitionLink 1165 - Disclosure - Parent Company Information - Condensed Statements of Income (Detail) link:calculationLink link:presentationLink link:definitionLink 1166 - Disclosure - Parent Company Information - Condensed Statements of Cash Flows (Detail) link:calculationLink link:presentationLink link:definitionLink 1167 - Disclosure - Subsequent Events - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink EX-101.CAL 15 pmt-20141231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 16 pmt-20141231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 17 pmt-20141231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.PRE 18 pmt-20141231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 19 R39.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segments and Related Information
12 Months Ended
Dec. 31, 2014
Segment Reporting [Abstract]  
Segments and Related Information

Note 32—Segments and Related Information

The Company has two segments: correspondent production and investment activities.

 

    The correspondent production segment represents the Company’s operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of MBS, using the services of PFSI.

Most of the loans the Company has acquired in its correspondent production activities have been eligible for sale to government-sponsored entities such as Fannie Mae and Freddie Mac or through government agencies such as Ginnie Mae.

 

    The investment activities segment represents the Company’s investments in mortgage-related assets, which include distressed mortgage loans, REO, MBS, MSRs and ESS. The Company seeks to maximize the value of the distressed mortgage loans that it acquires through proprietary loan modification programs, special servicing or other initiatives focused on keeping borrowers in their homes. Where this is not possible, such as in the case of many nonperforming mortgage loans, the Company seeks to effect property resolution in a timely, orderly and economically efficient manner, including through the use of resolution alternatives to foreclosure.

 

Financial highlights by operating segment are summarized below:

 

Year ended December 31, 2014

   Correspondent
production
     Investment
activities
     Intersegment
elimination & other
    Total  
     (in thousands)  

Net investment income:

        

Net gain on mortgage loans acquired for sale

   $ 35,647       $ —         $ —        $ 35,647   

Net gain on investments

     —           201,809         —          201,809   

Interest income

     24,022         150,714         (2,388     172,348   

Interest expense

     (15,899      (72,078      2,388        (85,589
  

 

 

    

 

 

    

 

 

   

 

 

 
  8,123      78,636      —        86,759   

Net loan servicing fees

  —        37,893      —        37,893   

Other income (loss)

  18,290      (23,657   —        (5,367
  

 

 

    

 

 

    

 

 

   

 

 

 
  62,060      294,681      —        356,741   
  

 

 

    

 

 

    

 

 

   

 

 

 

Expenses:

Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.

  49,872      86,404      —        136,276   

Other

  3,357      37,644      —        41,001   
  

 

 

    

 

 

    

 

 

   

 

 

 
  53,229      124,048      —        177,277   
  

 

 

    

 

 

    

 

 

   

 

 

 

Pre-tax income

$ 8,831    $ 170,633    $ —      $ 179,464   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total assets at period end

$ 654,476    $ 4,249,820    $ —      $ 4,904,296   
  

 

 

    

 

 

    

 

 

   

 

 

 

Year ended December 31, 2013

   Correspondent
production
     Investment
activities
     Intersegment
elimination & other
    Total  
     (in thousands)  

Net investment income:

       

Net gain on mortgage loans acquired for sale

   $ 98,669       $ —         $ —        $ 98,669   

Net gain on investments

     —           207,758         —          207,758   

Interest income

     33,727         94,435         (5,300     122,862   

Interest expense

     (26,808      (43,714      5,300        (65,222
  

 

 

    

 

 

    

 

 

   

 

 

 
  6,919      50,721      —        57,640   

Net loan servicing fees

  —        32,791      —        32,791   

Other investment income (loss)

  17,715      (9,055   —        8,660   
  

 

 

    

 

 

    

 

 

   

 

 

 
  123,303      282,215      —        405,518   
  

 

 

    

 

 

    

 

 

   

 

 

 

Expenses:

Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.

  78,552      69,699      3,284 (1)    151,535   

Other

  861      38,487      —        39,348   
  

 

 

    

 

 

    

 

 

   

 

 

 
  79,413      108,186      3,284      190,883   
  

 

 

    

 

 

    

 

 

   

 

 

 

Pre-tax income

$ 43,890    $ 174,029    $ (3,284 $ 214,635   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total assets at period end

$ 472,089    $ 3,838,828    $ —      $ 4,310,917   
  

 

 

    

 

 

    

 

 

   

 

 

 

 

(1) Corporate absorption of fulfillment fees for transition adjustment related to the amended and restated management agreement effective February 1, 2013.

 

Year ended December 31, 2012

   Correspondent
production
     Investment
activities
     Intersegment
elimination & other
     Total  
     (in thousands)  

Net investment income:

           

Net gain on mortgage loans acquired for sale

   $ 147,675       $ —         $ —         $ 147,675   

Net gain on investments

     —           103,649         —           103,649   

Interest income

     19,733         52,796         (88      72,441   

Interest expense

     (11,289      (20,441      88         (31,642
  

 

 

    

 

 

    

 

 

    

 

 

 
  8,444      32,355      —        40,799   

Net loan servicing fees

  —        (754   —        (754

Other investment income (loss)

  10,545      1,612      —        12,157   
  

 

 

    

 

 

    

 

 

    

 

 

 
  166,664      136,862      —        303,526   
  

 

 

    

 

 

    

 

 

    

 

 

 

Expenses:

Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.

  64,912      29,038      —        93,950   

Other

  1,253      21,501      —        22,754   
  

 

 

    

 

 

    

 

 

    

 

 

 
  66,165      50,539      —        116,704   
  

 

 

    

 

 

    

 

 

    

 

 

 

Pre-tax income

$ 100,499    $ 86,323    $ —      $ 186,822   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at period end

$ 1,004,399    $ 1,555,264    $ —      $ 2,559,663   
  

 

 

    

 

 

    

 

 

    

 

 

 
XML 20 R142.htm IDEA: XBRL DOCUMENT v2.4.1.9
Shareholders' Equity - Additional Information (Detail) (USD $)
0 Months Ended 12 Months Ended
Aug. 13, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Shareholders' Equity [Line Items]        
Number of common shares sold under Sales Agreement 11,300,000us-gaap_StockIssuedDuringPeriodSharesNewIssues 3,817,611us-gaap_StockIssuedDuringPeriodSharesNewIssues 0us-gaap_StockIssuedDuringPeriodSharesNewIssues  
Weighted average price of common shares sold under Sales Agreement   $ 23.73pmt_StockIssuedDuringPeriodSharesPricePerShare    
Proceeds from public offering of common shares $ 249,400,000us-gaap_ProceedsFromIssuanceOfCommonStock $ 89,600,000us-gaap_ProceedsFromIssuanceOfCommonStock    
Sales commissions net   970,000us-gaap_SalesCommissionsAndFees    
Reimbursement paid for every $100 of performance incentive fees earned   10us-gaap_PaymentForIncentiveFee    
Performance incentive fees earned   100us-gaap_PerformanceFees    
Reimbursement agreement effective date   Feb. 01, 2013    
Amount paid by underwriters   1,136,000pmt_ContingentUnderwritingFeesPayable 1,788,000pmt_ContingentUnderwritingFeesPayable  
Initial Public Offering [Member]        
Shareholders' Equity [Line Items]        
Reimbursement paid for every $100 of performance incentive fees earned   20us-gaap_PaymentForIncentiveFee
/ dei_LegalEntityAxis
= pmt_InitialPublicOfferingMember
   
Performance incentive fees earned   100us-gaap_PerformanceFees
/ dei_LegalEntityAxis
= pmt_InitialPublicOfferingMember
   
Amount paid by underwriters   5,900,000pmt_ContingentUnderwritingFeesPayable
/ dei_LegalEntityAxis
= pmt_InitialPublicOfferingMember
   
Reimbursement agreement expiry date   Feb. 01, 2019    
Maximum [Member]        
Shareholders' Equity [Line Items]        
Reimbursement payable in a 12-month period   1,000,000pmt_ContingentUnderwritingFeesPayableTwelveMonthPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Underwriting cost paid   2,900,000pmt_StockIssuanceCostsPaidByAffiliateContingentlyReimbursable
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Maximum [Member] | Initial Public Offering [Member]        
Shareholders' Equity [Line Items]        
Reimbursement payable in a 12-month period   2,000,000pmt_ContingentUnderwritingFeesPayableTwelveMonthPeriod
/ dei_LegalEntityAxis
= pmt_InitialPublicOfferingMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Management [Member]        
Shareholders' Equity [Line Items]        
Payments of contingent underwriting fee to manager   651,000pmt_ContingentUnderwritingFeePaymentsToAffiliate
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ManagementMember
944,000pmt_ContingentUnderwritingFeePaymentsToAffiliate
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ManagementMember
0pmt_ContingentUnderwritingFeePaymentsToAffiliate
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ManagementMember
IPO underwriters [Member]        
Shareholders' Equity [Line Items]        
Reimbursement agreement expiry date   Feb. 01, 2019    
Payments of contingent underwriting fees to underwriters   1,700,000pmt_ContingentUnderwritingFeePaymentsToUnderwriters
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
1,900,000pmt_ContingentUnderwritingFeePaymentsToUnderwriters
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
0pmt_ContingentUnderwritingFeePaymentsToUnderwriters
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
ATM Equity Offering Sales AgreementSM [Member]        
Shareholders' Equity [Line Items]        
Amount of common stock available for future issuance under Sales Agreement   $ 106,900,000pmt_CommonStockValueReservedForFutureIssuance
/ us-gaap_InformationByCategoryOfDebtSecurityAxis
= pmt_AtmEquityOfferingSalesAgreementMember
$ 197,500,000pmt_CommonStockValueReservedForFutureIssuance
/ us-gaap_InformationByCategoryOfDebtSecurityAxis
= pmt_AtmEquityOfferingSalesAgreementMember
 
XML 21 R112.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans Acquired for Sale at Fair Value - Summary of Distribution of Company's Mortgage Loans Acquired for Sale at Fair Value (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loans acquired for sale at fair value $ 637,722us-gaap_MortgagesHeldForSaleFairValueDisclosure $ 458,137us-gaap_MortgagesHeldForSaleFairValueDisclosure
Mortgage loan acquired at unpaid principal balance 610,628pmt_LoansHeldForSalePrincipalBalance 447,386pmt_LoansHeldForSalePrincipalBalance
Agency-eligible [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loans acquired for sale at fair value 290,007us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ConventionalAgencyEligibleMember
311,162us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ConventionalAgencyEligibleMember
Mortgage loan acquired at unpaid principal balance 277,355pmt_LoansHeldForSalePrincipalBalance
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ConventionalAgencyEligibleMember
304,749pmt_LoansHeldForSalePrincipalBalance
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ConventionalAgencyEligibleMember
Jumbo [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loans acquired for sale at fair value 138,390us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ConventionalJumboLoansMember
34,615us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ConventionalJumboLoansMember
Mortgage loan acquired at unpaid principal balance 135,008pmt_LoansHeldForSalePrincipalBalance
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ConventionalJumboLoansMember
35,050pmt_LoansHeldForSalePrincipalBalance
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ConventionalJumboLoansMember
Held for sale to PennyMac Loan Services, LLC - Government-insured or guaranteed [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loans acquired for sale at fair value 209,325us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= us-gaap_GovernmentMember
112,360us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= us-gaap_GovernmentMember
Mortgage loan acquired at unpaid principal balance 198,265pmt_LoansHeldForSalePrincipalBalance
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= us-gaap_GovernmentMember
107,587pmt_LoansHeldForSalePrincipalBalance
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= us-gaap_GovernmentMember
Mortgage loans acquired for sale [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Loans pledged to secure assets sold under agreements to repurchase 609,608us-gaap_SecurityOwnedAndPledgedAsCollateralFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
454,210us-gaap_SecurityOwnedAndPledgedAsCollateralFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Loans pledged to secure mortgage loan participation and sale agreements $ 20,799us-gaap_PledgedFinancialInstrumentsNotSeparatelyReportedSecuritiesPledged
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
 
XML 22 R54.htm IDEA: XBRL DOCUMENT v2.4.1.9
Derivative Financial Instruments (Tables)
12 Months Ended
Dec. 31, 2014
Derivative Assets and Liabilities and Related Margin Deposits Recorded within Derivative Assets and Derivative Liabilities

The Company had the following derivative assets and liabilities and related margin deposits recorded within Derivative assets and Derivative liabilities on the consolidated balance sheets:

 

     December 31, 2014     December 31, 2013  
            Fair value            Fair value  

Instrument

   Notional
amount
     Derivative
assets
    Derivative
liabilities
    Notional
amount
     Derivative
assets
    Derivative
liabilities
 
     (in thousands)  

Derivatives not designated as hedging instruments:

              

Free-standing derivatives:

              

Interest rate lock commitments

     695,488       $ 5,678      $ 17        557,343       $ 2,510      $ 1,261   

Forward sales contracts

     1,601,283         52        6,649        3,588,027         16,385        1,295   

Forward purchase contracts

     1,100,700         3,775        34        2,781,066         1,229        7,420   

MBS put options

     340,000         374        —          55,000         272        —     

MBS call options

     —           —          —          110,000         —          —     

Eurodollar future sales contracts

     7,426,000         —          —          8,779,000         —          —     

Eurodollar future purchase contracts

     800,000         —          —          —           —          —     

Treasury futures sales contracts

     85,000         —          478        105,000         —          —     

Call options on interest rate futures

     1,030,000         3,319        —          —           —          —     

Put options on interest rate futures

     275,000         193        —          52,500         566        —     
     

 

 

   

 

 

      

 

 

   

 

 

 

Total derivative instruments before netting

  13,391      7,178      20,962      9,976   

Netting

  (2,284   (4,748   (12,986   (8,015
     

 

 

   

 

 

      

 

 

   

 

 

 
$ 11,107    $ 2,430    $ 7,976    $ 1,961   
     

 

 

   

 

 

      

 

 

   

 

 

 

Margin deposits with (collateral received from) derivatives counterparties

$ 2,465    $ (4,971
     

 

 

        

 

 

   
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member]  
Summary of Activity in Notional Amount of Derivative Contracts

The following table summarizes the notional amount activity for derivative contracts used to hedge the Company’s IRLCs, inventory of mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities.

 

     Year ended December 31, 2014  

Period/Instrument

   Balance,
    beginning    
of period
         Additions              Dispositions/    
expirations
     Balance,
end
    of period    
 
     (in thousands)  

Year ended December 31, 2014

           

Forward sales contracts

     3,588,027         45,904,253         (47,890,997      1,601,283   

Forward purchase contracts

     2,781,066         33,418,838         (35,099,204      1,100,700   

MBS put options

     55,000         2,087,500         (1,802,500      340,000   

MBS call options

     110,000         230,000         (340,000      —     

Eurodollar future sale contracts

     8,779,000         3,032,000         (4,385,000      7,426,000   

Eurodollar future purchase contracts

     —           4,087,000         (3,287,000      800,000   

Treasury future sale contracts

     105,000         482,600         (502,600      85,000   

Treasury future purchase contracts

     —           439,200         (439,200      —     

Call option on interest rate futures

     —           3,530,000         (2,500,000      1,030,000   

Put options on interest rate futures

     52,500         1,687,500         (1,465,000      275,000   

 

     Year ended December 31, 2013  

Period/Instrument

   Balance,
    beginning    
of period
         Additions              Dispositions/    
expirations
     Balance,
end
    of period    
 
           
     (in thousands)  

Year ended December 31, 2013

           

Forward sales contracts

     4,266,983         72,719,643         (73,398,599      3,588,027   

Forward purchase contracts

     2,206,539         56,191,824         (55,617,297      2,781,066   

MBS put option

     495,000         3,335,000         (3,775,000      55,000   

MBS call option

     —           2,310,000         (2,200,000      110,000   

Eurodollar future sale contracts

     —           19,852,000         (11,073,000      8,779,000   

Eurodollar future purchase contracts

     —           660,000         (660,000      —     

Treasury future sale contracts

     —           180,000         (75,000      105,000   

Treasury future purchase contracts

     —           75,000         (75,000      —     

Call option on interest rate futures

        42,500         (42,500      —     

Put options on interest rate futures

     —           260,000         (207,500      52,500   
     Year ended December 31, 2012  

Period/Instrument

   Balance,
    beginning    
of period
         Additions              Dispositions/    
expirations
     Balance,
end
    of period    
 
     (in thousands)  

Year ended December 31, 2012

           

Forward purchase contracts

     398,400         23,800,622         (21,992,483      2,206,539   

Forward sales contracts

     756,691         38,995,923         (35,485,631      4,266,983   

MBS put option

     28,000         2,585,000         (2,118,000      495,000   

MBS call option

     5,000         90,000         (95,000      —     
XML 23 R152.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes - Reconciliation of Company's Provision for Income Taxes (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]      
Federal income tax expense at statutory tax rate, Amount $ 62,812us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate $ 75,122us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate $ 65,387us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate
Effect of non-taxable REIT income, Amount (74,480)us-gaap_IncomeTaxReconciliationTaxExemptIncome (63,564)us-gaap_IncomeTaxReconciliationTaxExemptIncome (24,943)us-gaap_IncomeTaxReconciliationTaxExemptIncome
State income taxes, net of federal benefit, Amount (3,380)us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes 2,419us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes 8,140us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes
Other, Amount (32)us-gaap_IncomeTaxReconciliationOtherAdjustments 468us-gaap_IncomeTaxReconciliationOtherAdjustments (11)us-gaap_IncomeTaxReconciliationOtherAdjustments
Valuation allowance, Amount 0us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance 0us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance 0us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance
(Benefit) provision for income taxes $ (15,080)us-gaap_IncomeTaxExpenseBenefit $ 14,445us-gaap_IncomeTaxExpenseBenefit $ 48,573us-gaap_IncomeTaxExpenseBenefit
Federal income tax expense at statutory tax rate, Rate 35.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate 35.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate 35.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
Effect of non-taxable REIT income, Rate (41.50%)us-gaap_EffectiveIncomeTaxRateReconciliationTaxExemptIncome (29.60%)us-gaap_EffectiveIncomeTaxRateReconciliationTaxExemptIncome (13.40%)us-gaap_EffectiveIncomeTaxRateReconciliationTaxExemptIncome
State income taxes, net of federal benefit, Rate (1.90%)us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes 1.10%us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes 4.40%us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes
Other, Rate 0.00%us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments 0.20%us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments 0.00%us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments
Valuation allowance, Rate 0.00%us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance 0.00%us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance 0.00%us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
(Benefit) provision for income taxes, Rate (8.40%)us-gaap_EffectiveIncomeTaxRateContinuingOperations 6.70%us-gaap_EffectiveIncomeTaxRateContinuingOperations 26.00%us-gaap_EffectiveIncomeTaxRateContinuingOperations
XML 24 R48.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties (Tables)
12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
Summary of Management Fee Expense and Related Liability

Following is a summary of the base management and performance incentive fees recorded by the Company:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Management fee:

  

Base

   $ 23,330       $ 19,644       $ 12,436   

Performance incentive

     11,705         12,766         —     
  

 

 

    

 

 

    

 

 

 

Total management fee incurred during the year

$ 35,035    $ 32,410    $ 12,436   
  

 

 

    

 

 

    

 

 

 
Summary of Mortgage Loan Servicing Fees Earned

Following is a summary of mortgage loan servicing fees earned by PLS:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Mortgage loans acquired for sale at fair value:

        

Base

   $ 103       $ 262       $ 204   

Activity-based

     149         300         —     
  

 

 

    

 

 

    

 

 

 
  252      562      204   
  

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value:

Base

  18,953      16,458      14,128   

Activity-based

  19,608      11,814      4,276   
  

 

 

    

 

 

    

 

 

 
  38,561      28,272      18,404   
  

 

 

    

 

 

    

 

 

 

MSRs:

Base

  13,515      10,274      —     

Activity-based

  194      305      —     
  

 

 

    

 

 

    

 

 

 
  13,709      10,579      —     
  

 

 

    

 

 

    

 

 

 
$ 52,522    $ 39,413    $ 18,608   
  

 

 

    

 

 

    

 

 

 
Summary of Corresponding Production Activity

Following is a summary of correspondent production activity between the Company and PLS:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Fulfillment fee expense earned by PLS

   $ 48,719       $ 79,712       $ 62,906   

Unpaid principal balance of loans fulfilled by PLS

   $ 11,476,448       $ 15,225,153       $ 13,028,375   

Sourcing fees earned from PLS

   $ 4,676       $ 4,611       $ 2,505   

Fair value of loans sold to PLS

   $ 16,431,338       $ 16,113,806       $ 8,864,264   

At period end:

        

Mortgage loans included in mortgage loans acquired for sale pending sale to PLS

   $ 209,325       $ 112,360       $ 153,326   
Summary of Investment Activity

Following is a summary of investment activity between the Company and PCM:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Purchases of excess servicing spread

   $ 99,728       $ 139,028       $ —     

Interest income from excess servicing spread

   $ 13,292       $ 1,091       $ —     

Net (loss) gain on excess servicing spread purchased at fair value

   $ (28,663    $ 2,423       $ —     

Excess servicing spread recapture recognized

   $ 7,828       $ —         $ —     

MSR recapture recognized

   $ 9       $ 709       $ —     
Summary of Expenses

The Company reimburses PCM and its affiliates for other expenses, including common overhead expenses incurred on its behalf by PCM and its affiliates, in accordance with the terms of its management agreement as summarized below:

 

     Year ended December 31,  
     2014      2013      2012  

Reimbursement of:

        

Common overhead incurred by PCM and its affiliates

   $ 10,850       $ 10,989       $ 4,183   

Expenses incurred on the Company’s behalf

     792         4,638         3,146   
  

 

 

    

 

 

    

 

 

 
$ 11,642    $ 15,627    $ 7,329   
  

 

 

    

 

 

    

 

 

 

Payments and settlements during the period (1)

$ 99,987    $ 121,230    $ 85,554   
  

 

 

    

 

 

    

 

 

 

 

(1) Payments and settlements include payments for management fees and correspondent production activities itemized in the preceding tables and netting settlements made pursuant to master netting agreements between the Company and PFSI.
Summary of Amounts Due to Affiliates

Amounts due to PCM and its affiliates are summarized below:

 

     December 31,
2014
     December 31,
2013
 
     (in thousands)  

Management fees

   $ 8,426       $ 8,924   

Allocated expenses

     7,088         2,009   

Unsettled ESS investment

     3,836         —     

Servicing fees

     3,457         5,915   

Contingent underwriting fees

     1,136         1,788   
  

 

 

    

 

 

 
$ 23,943    $ 18,636   
  

 

 

    

 

 

 
XML 25 R121.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value (Detail)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2014
Risks and Uncertainties [Abstract]    
Portion of mortgage loans originated between 2005 and 2007 72.00%pmt_PercentageOfMortgageLoanUnderForwardPurchase 0.00%pmt_PercentageOfMortgageLoanUnderForwardPurchase
Percentage of mortgage loans secured by California real estate 25.00%pmt_PercentageOfMortgageLoanForwardPurchaseAgreementOriginated 0.00%pmt_PercentageOfMortgageLoanForwardPurchaseAgreementOriginated
Additional states contributing 5% or more of mortgage loans New Jersey Washington New York Maryland  
EXCEL 26 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0`!@`(````(0#7?8LIC@,``)A=```3``@"6T-O;G1E;G1?5'EP97-= M+GAM;""B!`(HH``"```````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````#,W,M.VT`8AN%]I=Y#Y&U% M[,]G5P06M%VV2*47X-H38N'8EL=0N/M.S$$52D&HD?IN0)!XYB>+9X/>__CT M=MLN;LQHF[Y;>5H&WL)T55\WW>7*^W'QY2CW%G8JN[IL^\ZLO#MCO=.3]^^. M+^X&8Q?NZ6G\,`A2 MO^J[R733T;0[PSLY_F36Y74[+3[?NE_?3S*:UGJ+L_LW[NY:>>4PM$U53FY2 M_Z:KG]UR]'##TCTYO\=NFL%^<&-X_MX;=J_\_8*'Y[ZYCV9L:K,X+\?I:[EU M8_BWK?^K'Z]^]OW5\N5#]DS9K]=-9>J^NMZZ3V!IA]&4M=T8,VW;Y?Q]N2V; M[G'N%^Z?WVS]^9L./,CN[YL/?N,<(62."#)'#)DC@2YA@2YAB2YAD2YAF2YAH2YAJ2YAL M2YAN2YAP2YAR2YAT2YAV2YAX2YAZ2YA\2YA^2YB`2YB"2YB$2YB&2YB(2YB* M2_\MXYK_,D=5MM79QJVJ/O"'\'3N2_>[_=GG8S]8MTE\-&\?X'%5^.[IH\$=9,:I M,4_+PO\]K4>^[VY[WJ)[\!``#__P,`4$L#!!0` M!@`(````(0"U53`C]0```$P"```+``@"7W)E;',O+G)E;',@H@0"**```@`` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````C)+/3L,P#,;O2+Q#Y/OJ;D@(H:6[3$B[(50>P"3N M'[6-HR1`]_:$`X)*8]O1]N?//UO>[N9I5!\<8B].P[HH0;$S8GO7:GBMGU8/ MH&(B9VD4QQJ.'&%7W=YL7WBDE)MBU_NHLHN+&KJ4_"-B-!U/%`OQ['*ED3!1 MRF%HT9,9J&74"T\U<%J"`=[!ZH^^CSYLK M$SO+=N5#9@NIS]NHFD++28,5\YS3$$X4UD^&'!Q0]47P```/__`P!02P,$%``&``@` M```A`!%!7EXQ!0``Z%\``!H`"`%X;"]?8^[L+KF[1>0<4A3(M4T_`"'1EA!9,D3VC[]]%VX@.T#ZLP[$ MZ\6`9)@S6,^\-_N&,^\__/UP6/TYGJ?]Z;AN[,8UJ_&X.6WWQ_MU\_OG7][E M9C7-PW$['$['<=T\C5/SX?;''][_.AZ&N?[1M-L_3JOZE..T;G;S_/A3VTZ; MW?@P3#>GQ_%8?W-W.C\,<_UXOF\?A\V7X7YLO7-]>W[]C.;VFV>N/FW7S?G3 MUBPUJ\]/C]7VVT\_W=WM-^//I\T?#^-Q_HZ1]J_3^Y/G0XWX_SNKE\ M-;7/OZD6;ZK73?M]A[R)_?%&[D0O=B=ZU05]"A5!%HN1/:#(?-Q]VP/]:'?DWWRU?HAI.CCD/4,37J&*).4*-. M0-3IU*C3(>HD->HD1ATO1QW/J!/EJ!,1=;HE,>=23[Q@SN6KKR5&1]A3U-X4 M=,?Z11'YJI\+,JQ.6+T6%2'3[6()]2K`\AZC"#KU2%4 M+>()B2,:3T=]-G@R7LWL'IE=?FGG.[O\RLXW=C,UK5>+F%I6-B)ZB) MRP(REP5YL1.XV.G4,6T=!K6\Z<8]MZSFTHQD:IW:GVJ12@U]IP*U%7TG!]E= MKC6SU"Q7FEEHELNZK.HF-1(F!$)SBAT7-7Z%B8&-"WM?BME924WE")B_J5U8*-K6*.G0* MQH[)1S6K14QW/&,[R-@!W`>2:.TONRRKN5_!$S[1I M\L+"N+`(\L(B\`EU:GBV#O%9WO?CMI^\R<8]-GF#@OL360W-&;$YJV,Y8RC; M_S"?S:6&?$+;>$3;Y#/:U2+6/O*;,5Z,Y2(S:\QRB9D59G-R=G?,[E[.[I[9 M7:\\47;)FSC=Q^]M\KFOLIE?: M]^NOZ7S4`,3X(QY<0/21MV^X>R-OWG#O9MG6S36:&*9Y7C2IKG`G8^R8?I4' M[_(P^3*/:I%PQ^3+*JI%=$A^[<);EUQ29455+JBRGIK4Z9XXW9VZ66J.NUWR M"7_C$7^3SVA7BY3N12TB%'Y[13ZE;3RF+1=]6/.17ROX5K%L#7]%N=$S_IA: M93%C=I=/D1J/D69UNF=.=_D,``` M#P```'AL+W=O3$>HD]HGG4T_-UHZ<;>?W[PS8] MN7-%F>39FX'Y;3@X<=DR7R79^LW@R\WEK[/!25G9;&73/'-O!H^N'/S^]I=_ MO;[/BQ_?\_S'"02R\LU@4U6[5Z>GY7+CMK;\+=^Y#)_UMLG0?\N5^Z[*J$2E<:BN87VZ273EX M^_HV2=W79DP^R$=G*2VK"Y62>56;P83+/-[)WY0['?O]TF*3^>C MX6AP^K;=Y%5QLG*W=I]6-]C>LSK\%8VC:.K_I7?%U\3=E]V7_/+DX5N2K?)[ M_T_AVL=V-8(!]_5'WY)5M<'GP^&P_=F_7;+>5,\_A/PIZ=<>Q.^I_SS)ZNT] M>R3&2<476954C_''K/%^DN,(O=<_8F=F<%*\2O"7XN/*>,-9Y1Q.S--D9>&B M^+U-;;9T\<)_M62)Z1F)1"\0B:^LT`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`^I M3SG<7CXY_-KMA!`#'2F@S_/M-FGBN\Y8R.<^[Z"`2^3.YLSS2/%<)\H-CAU5 M4WR!<*\>A14,\4A!C&P7_X%"+LZS6)Q\G3N$$#,\4@Q[H2;7EOXORWPK8FG. M](X4O6S&D<0W9VQ'"ENOT#P#VABZ=#U',J^HX7J)H78D'L;`%&>#$KALH+]" M*24B<ZI7]N_W>/J'=%^@BY$G4S[SX:,HYCC>-^MTOK MM(,TB[)H$U^B5@<1=3TKK&$RQXK,:[?>HXS(B\?8G^TW/-@X3J,A\SA6/%X[ M7QUA"Q_+*77`6*/VD$L,[4?!V)B^.W9)(JX^(:C&I5D=^`3!7-/J%?&29,8YHF".5Q^ MX:#;2UV$:I)L4CB'E7#0G9+O`[2Y8J)P;G?7+^1J"H00MMH)*:://,T.P(1J MLA.:*J3#9:'P-VI*4E)(MWL[6!=*)09\J@`/%X92B0&?*L"/5H;:W\SW5/$= M+@^E20SX5`$>K@^E$@,^58`'"T2NGR,4EW1RBF\/T_$:3YB$\I*4%-]>J5?D M'4`252:)'&3[V1RJ]0X),=OHAKRD8!,.0L'9672FT)85VR%#&.@S!307;H>^ MS1"?*8C#]9L\'J;X3%%\O(#S5G'Z0?%)#E$0+X)%G#2)(3Y3$!^OGI1)#/&9 M@CA4+@L8Q>)%@D6+Q+B!Z)HD6#Q(B$$5?MD%1T2+%XDA/CJA#C8T#-YD1#" MJQ/B6$//Y$5""*].B&-MIL`.GQJBJQ/B4)LIKL-"8+D38K#1..EM#5>G'%,E M7)H6?GS`!(KF"!;A;S)R<\BT!0\6X6\R8Q'NAO151>N!.\1BO]U:7!S1PZ5M MS_DI@$7/A/`]0NR%'P=S!6M8B+*UK`2FQ3A!DS> M5KB&E3BD(UR#24GQ&E;BF(YP*28E!2S=MMZM,"/$/+'NV=YP"D%.%VW9EDT%GY*:7SNI%9,I5&-%3\ZKA29UXSY4"W1]C$F<8T M4]`ZZ)\&C=W78]K=LTTPHEHK&G+8,NBT_)7635SC#/RSM MSX@FBU\=5T(+RP]2FP%&8Z%0DIY2E!_VU)_.]W]V>Z$D=ZH_7;7C-V^E(Z-$ET7HT=V8:,XL1C1?/&KGE'B6J@&3BP5H75# M(:-'>&$I3E(&8SN64KD\W/D05J$-Q%**]+"4M(K3E-'#O;`4YTZ#R1Y;I5#O M^4HV9!;$0H3F%"LIU,-*`E`,]UA*L1Z68J\;T9+QJS!6O3X12T7HH)%5>N#7 MLZHG)0X00SZ6^B?8>U+B`$5?QNB97[CI)*4$['KT%Y8"DVWAAU=>Q`85[*VO M5`/+YU"A)%C7T[^PDL`*$S_V^G'6#QHE69"N.@[[02G)@H!=#P+#G36VRHC^ MC%_U8`]+":M$@\;H:6!82F`EVC1&CP;#4@(KC`/I!/5PL(7A8.]0^$JT:HR> M%(:EI*\$['ID6&_PZ(!:6B5HU[/#XXU(7Y!RW&!>R*Y2L!]7ZD>@Z.$8/4X, M*XD(Q%"1C5*)/=P>E9X2#WD]9.Q=+@61HG%C]&PQW!'E'4488=".]'3QP-0\ M[NX.?&#B9F7TH!'7F$!W5?A&7*V,'C5ZJ7Y[M:E=_556&"6WI_(X&\4]UD9- M*`FR]?31*S476C%7?[I`""5!MIX^!N?K,9^>P17N[M M]7X[=\?^$[$_0;:>0XHN\&*Y<:L]WC]#"P(#_?B>04JGK9?C7$BR/ MG8TL[O0<4BCYT,/;)6G2O-<@B9)5E)Y*"B5O"-XH?GJC\TK,TPWFD'1X>BH9 M4,)'Y*<(XT-64I0+)3JY#^[6%850$FSJL:10ZO+`TVL+I&0PB&2;5/X.=_,9 MS6@B*,>JAV982CSJ,(IDJQ3E@>L.C M2\)D5"2W-U5U>6#*@,,42F)[>C894$)CGY5ZNU-7T+"22'>81[*C%.=A*>ES M$3)Z/*E>1.D#U]:5-EWBOWO]1OY@^GDR;%R1/ MG__7@K?_!P``__\#`%!+`P04``8`"````"$`MZG>GD8'``"6'@``&````'AL M+W=OZ7'QY^_NGN MK>T^]R]U/2S`PJ&_7[X,P_%VO>XW+_6^ZE?ML3Y`SU/;[:L!?G;/Z_[8U=5V M'+3?K644)>M]U1R6:.&VN\9&^_34;&K3;E[W]6%`(UV]JP;@W[\TQ_YD;;^Y MQMR^ZCZ_'F\V[?X()AZ;73-\&XTN%_O-[6_/A[:K'G?@]U>AJ\W)]OAC8G[? M;+JV;Y^&%9A;(]&IS_DZ7X.EA[MM`Q[8L"^Z^NE^^5'<&I4OUP]W8X#^;>JW M/OC_HG]IWW[IFNWOS:&&:,,ZV15X;-O/%OK;UC;!X/5D]*=Q!?[L%MOZJ7K= M#7^U;[_6S?/+`,L=@T?6L=OM-U/W&X@HF%G)V%K:M#L@`'\O]HU-#8A(]77\ M]ZW9#B_W2Y6LXC12`N"+Q[H?/C76Y'*Q>>V'=O\?@H0SA4:D,Z*!O>N7*YG% M(DY^;&6-C$8'3354#W==^[:`K($Y^V-E4+8^%FK)FA8`]TS9X@$YZQ@3;^_ M&B>*=A"CJ"F!8@J1%%%.$2JB$#.%9/$90MQ0U(WWZ5LPI$T0OBPYFQW#52!$ MCTECXU?R!A,T$":P\/,#:@?=+\'=\X)F*6.$D'1,"!4GFO6787^>)4E.QYNP M7^@T22]$$C91R/_]2%HPXYW1>0N$)"-OD8F,)4I)^M,T\;0P<4E_%&O?3\*> MS*%MP2P!6+@*A`0)P!M,T$"8I'.86#`-8,XV08$0%\!4*LTB7!*`E%G"=IH) M`:G4VA<+0MPJ;%"^WE]Y"V;$O5G<0PA!XED<9RS$9=B?Q%)RVF&_$HGV_81V M/H>V!3/:WBS21HBC#=N$TP[[XS31;+U,V*^C-/?C"6T!5?;Z<(]H1GRB"M;B M_1*9RTADD9]Z=*UT5DZ(-(U9+AF"$)%*M+=!Z5M!N3I;!,I/6.!R5@@*AT%R M*LURYE])`3+-6<(9!]!CK;E)8S\#I6YE):!N=?K'FB=0C(@+OA9AZC@,NG"C MI(X9Q9(BA-)3)W`>M"%4XE>(.F'U)W#B_=TJ4*T(>2YY#H,39WG$\KHD_5IQ MR32N'Z,/5>:L`Y2WU:'K>:-JA;SYO(5`C,N;.$F#^N;2/D3H*(Z%#^J(,-1& MI&+IHT/I6SFZGCZ*%P3_K.LYT^W"GGUAUP9*,VDQ80NE8T7H>CHH66$T<< M=-Q#@,JU8"7&$`LB2R(?'AIWJTW70NAASDY`E`:L$VJ"$6 MA-3J4N"M0EU/'O6,DF=EK1"AZ&4J8]1*UI].XAZ.3Z+8]Y.PRUF:.:*I9HJ( MI43A0*[J*>D7'%.&](/D^+*&E8/VBTME3\Z2RQ%-F>=^,<>)"X=!XE++B5Q2 M@(H2MFB&`/(X]I6)!AV6_OITD19-J<,Q@J9RX4#(7:2I3/W<+NQHQB'R*.-W M8$-MB"2-_-)0_DPIKY-[.55,$@L#K8X]6*6@-J/ M,9-LFNP$!)UR1Y_@ERSC)G(V5"8OG7OE+,4=T?2F*2*6ZX4# M!2>`28L)6V@\9ZFHG*JH"#3.936"\O$8+5?\.EDZ(]BO5A,1Y?U^3U#FLS14 M?D]#^0'`@4[,=1J%?UCI+QF:5UA#^L'/2W[,DE.)2@=EX7PD%%S)"P<*,P*' M^1838DA<[57F^GH]HGF]9B)8.!#NCA0N+:R`E`20*!T@JE*LQ,_LFF<)B0#H[R+2;$4#I,P-Z_LJJI5%`''XLGI M@2#>^UZCF&Y==WH81U$W!+_P%0[D4Z"?VMXUHE6`'YJV^'TP[Y&PO=V]R:W-H965TW,#`D&$JJ7J;J5=:;7:R[-)'&(UB2/;E/;O M=R8&$T.7P@,DSO&9 MTK0M:"U:EI$WILCM\O.GQ4[(9U4QICU@:%5&*JV[>1"HO&(-5;[H6`M/2B$; MJN%6;@+524:+?E-3!W$8)D%#>4L,PUQ>PR'*DN?L0>3;AK7:D$A64PWZ5<4[ M=6!K\FOH&BJ?M]U-+IH.*-:\YOJM)R5>D\^?-JV0=%V#[]=H3/,#=W]S1M_P M7`HE2NT#76"$GGM.@S0`IN6BX.``T^Y)5F;D+IJO4A(L%WU^_G"V4X-K3U5B M]T7RXAMO&20;RH0%6`OQC-"G`I=@ M@"'T-2_>'IC*(:%`X\<39,I%#0+@VVLX=@8DA+[VOSM>Z"HCH\2?3,-1!'!O MS91^Y$A)O'RKM&C^&E"TIS(D\9YD!.K-\WCJ1^,P^9@C,'IZ>P]4T^5"BIT' M+0,154>Q`:,Y\**O!+)C5%BG_S,*#I'D#EDR`KT.VQ44YV49A]/Q(GB!E.9[ MT/TY*'(1JP,"*P'ZK$@P/A3Y?M(/6A",6K`(*.[>+`#W4=Q)W'/$*+001PFD MZ'HE"(9"#P.'TXDE-NH,:&SEK@8+3NBQ&QHK-8)*74X&;LH(^+/>T]G1FE%@ M,%&4](4+_5.)JS-`;#TX"J&3A\DY]-)EA;C)50BMD]@`1J(!'25.)J'S.6FU MU2D^.7::HS@Y5_QQ3G&3JSB=C4X$&PPDSN8=7$U=T.I=T,R"'*535^GEG"+8 M50C14TML;84/$)`&8)D@P`QQ8S"LVH,&=IP^2&K5A=*R\76QP#,;Q+=M5.J+L8 M7_.3]7N87/TY']@',#DZNF'?J=SP5GDU*X$27TSB23-[S(T677^"KX6&F=%? M5O`7@<&I%_H`+H70AQL\4^V?CN4_````__\#`%!+`P04``8`"````"$`8SW$ M/LT%```O&```&@```'AL+W=O&ULG%C;CJ,X M$'U?:?\!\3X!VUQ"U.G1)*W>'6E'6JWV\DP3)T$=0@3T[>^W["+@,DF@YV6F M4QP7QU6'@ZF[K^_%P7F559V7QZ7+9K[KR&-6;O+C;NG^\_?CE[GKU$UZW*2' M\BB7[H>LW:_WO_YR]U96S_5>RL:!#,=ZZ>Z;YK3PO#K;RR*M9^5)'N'*MJR* MM(&?UD>9'%S,LJBDYRNTVS^1#F;T4\MA@DDH>T@;X MU_O\5)^S%=F4=$5:/;^5:5=;EM9I#.0Z+#/2=>XD&F^[M-#CM0976;`ZJ!>]:G5&F0+2"SVED$];F\,]B26O--+=)+ M`5U#.U[ON1]%=]XKU#!K02L$P2/0@RAB/40(OX-X0+!C"7NW68I1EFJ1Q3+I MTNN-K!`RUW56.UL;`4(`2O-Y`FH1M-JL@!_%%@4$!3T%(T`H!)3"[0XI\-*% MW73%C^+0NC-B8NQ?S*,DY!2Q)HC(![WV[`DW4+%9GMO<%)AR8PEG]-8K!$6: MG(B2)(A[:>C>K0EB'L:QZ+M+R$64G)+XN'C4(DHRF%L4$8(4>1@('MCU(PC! M%*3+02C&0XH![.]V'=4B2C&)[8<0,8$NHUU`\UHROU(\]0JS_&&\>&J1S:Q7 M#CYZB,'JA3R&'G>EP?Y2@(@,=9+:)3_#4"VB#,'![`8CR'@TC0"AP,"+/E\E MO6K4'UJ4P<*,4!J6F=^6#T/[O>T1+>A&FRS$]3XQY:V&E$;8H1.;["ZXA,X) M;RRM[Y#%H6^+G"+@"0Q[(=+B*=^=3@]=VJ+7/]VH<69X.8K:C-#;6_8^S:48 M.C3$"1!T@L%'W]. M$'$8&D<72L^R<]7#\8.E^IPHLP>XCH=H30LUYXH)33=$5?BB#)I M&!%*XU/>S(?>?$%*",)>,1X'OOWJ:-.TB"@4_)J4+.L>D1):[YB4$'6^.1>\ MM\162B8"#",,17<.I\6S+'UB#X?6#C>QOI-6'%%F#XT(H:$^/DP[F$9#KQIU MI19ET#`CE(;ET;>;):8V.@[)293O9,H=#TS7'! ME5H4TA-"429/30BE(;EW1-I MH/="TNX-<^'(+1!ETC`BE(;ET2-2&GKST)7$V8C5:(Z%UG?MFEZ^-C:!@>IG M1(2F.^)'.N?2;6=.;*`@3'*^W/<6"X;S61Q?%K+:R;4\'&HG*U_4[)7#1V`7 MQ;GPBBU@Q`>G9BN^AGFQCGO=!1C7GM*=_)%6N_Q8.P>YA93^+(9*5CCPQ1]- M>=(SQ:>R@4&M_G,/@WD)PT-_!N!M63;G'VJDW(WZ[_\'``#__P,`4$L#!!0` M!@`(````(0`ZL:@0HP,``.8+```:````>&PO=V]R:W-H965T3:)`6N3.++-LOOW M'=N0M0U;T+X`&9\YG+ED/+.[E[H*G@D7E#7S$/7C,"!-P4K:;.?A[U\/O7$8 M"(F;$E>L(?/PE8CP;O'YT^S`^)/8$2(#8&C$/-Q)V4ZC2!0[4F/19RUIX&3# M>(TE//)M)%I.<*F=ZBI*XCB+:DR;T#!,^2T<;+.A!\#)9A[>HVF.!F&TF.D$_:'D(*S? M@=BQPQ=.RV^T(9!MJ).JP)JQ)P5]+)4)G*,S[P==@1\\*,D&[ROYDQV^$KK= M22AW"A&IP*;E:TY$`1D%FGZ2*J:"52``/H.:JM:`C.`7_7V@I=S-PT'63T?Q M``$\6!,A'ZBB#(-B+R2K_QH0.E(9DN1(,@3UQ_.DGXQ3E&;762*C2`>88XD7 M,\X.`70-_*=HL>I!-`7F4V1&1Q?K>Z%"C(KD7K%H+HA"0'V>%TF<);/H&9): M'$%+`X)WH@,A%[$Z(50&%6]N&2(0W*F&7/BJ!U#5R_4XB51.GLB)*V!Y`>(B M5N>(0>Q"\G/(..T@3AB#CX2AG*"!K#1"K@?='^C$+0UHJ!M(97+E&W++X&B" M)O!3.WRWU4^I54[S$`+O2@N:AIXF`QKI]D`H34;N^.R>Y_9Y@I*W MD!W]H-77?[TUE).K'XU2KZY+`[)RZAMRR^!HRCZB23E=K;,!69I\0VX9'$VC M02L'T(.-Q6N#W`$DR#IW@U"7P,U51N;*\$;1 MV_PUX_&(LG)Z9LEMBRM(#7A+T&VE1N9:N#*WCRA;F/%[L^0VQA6F9KHG[(9R MFYO`RYC_8L!ZI5K53.\D.7MG5PY@,K2J>;S*#8&.PZ@VZY;91FK"MV1%JDH$ M!=NK50K!_.BL9LU;JC5/+VK=`6Q9+=Z2[YAO:2."BFS`->Z/8!)SLZ>9!\E: M??6OF83]2O_,"9/#VH3[#;TQ3\```#__P,`4$L#!!0`!@`( M````(0"[1J'7_@H``-HY```:````>&PO=V]R:W-H965TP.L`,L%GNX5F3:%B*)AJC$R=MO M=U>)K*JNB.3-3%S\V/J[JZM^DA(??OMQ/"R^-^=NWYX>E_%=M%PTIUW[O#^] M/B[_\^_/GZKEHKML3\_;0WMJ'I<_FV[YV]-?__+PT9Z_=F]-VO-Q>[%_GE]7W?NYV3[[DXZ'51)%Q>JXW9^6 M,,+]>8=O?MV)PN,,BY.6PO5G_WMG_OKJ,==U.&.V[/7[^]?]JU MQW<[Q)?]87_YZ0==+HZ[^S]>3^UY^^5@Y_TCSK:[Z]C^CV#XXWYW;KOVY7)G MAUN!T'#.Z]5Z94=Z>GC>VQFX95^_QO:G2Y>KIP2_0?_?-1T?^O>C> MVH^_G??/_]B?&KO:-D\N`U_:]JM#_WAV(7OR*CC[L\_`/\^+Y^9E^^UP^5?[ M\?=F__IVL>G.[8SK`#[W\5Q[[:&79'M#___ MC_WSY>UQF19W>1FEL<477YKN\GGOAEPN=M^Z2WO\'T`Q#@6#)#A(9M7C\>0N MJ?(X+\9'68$B/T&SO6R?'L[MQ\+N&ON9W?O6[<'XWHY\G1GHZ.?ZJZG:.;I! M?G>C^+'L+#J;G^]/2925#ZOO=E%W"&T`LC710S$GZBOA5M"-:TA@907WJNU: M2-6IS:J>CZM(=Y(0N>8"-@K"B3HDTH@C)D2JO$?8-%(^C=OR'?RXM(,/RU>E M23^P7[`-0)G?.&X%:QDP),"TV.33);VMQ<%V$Q,M-M]B'38`$2TR8$B`:;%% M,5V+@_FZ6"V56!>`2K\UXR**DRKE1$V)-*^J*!'[UP#AY\/4%G/4.IBKC:M4 MU,$&(+)R,F!(@&DIYVAQ\&@6`2):9,"0`-/BW(^TEML[RL%\790L`E1`%N,H M*B.QYVI*)&451T7!\VR`"+.XYFI=(QQO*>ZD0/50[%"3`)$5E`%#`FP%8]O3 MIB^AIT?SB121$T0,C7!!KB%/SFD,[9NV+"6I2$%6RRPIHB"K#*G*2"Q0DM[)I"W-[-0%WU2#*V<37@^[JC%X`N*LOJG5B5J&% M4\UQE4NO\&,_+NDBDM:/%R8DPH6YSCQ]$:&/CV65='O_\74L(X9&N"#7GJ<+ M@F9.5T@K6:`PJ[F25`K$44B8&`B_R%RO:]!$[\3,0ENGNJVO9KSW;V+2_'$A M9<10A@MS79H(&ZE7Z.ECF26='P7)B(E)A`E*9KF#IX..)O<^4FBQ4:H4+"*9 M=V%9L/U!6;")<(YI:?5G<=$VK>+2;8,4*=@@8FB$KZ+=,]/3FCAZU&.1HH+@ MO"%B*,,%N4X_>9\ECN8KI!0L4I#6I`SKL69$GEB"UXY!("S8Q/5HHM=EMAB_ M&8/.3@O6Z@[NQTC_A_KPGT:;LZ$1OI#"(VX7K+N'GI!9TO=1D(P8'$E9J5G> MD$"/YRN4B[1LD(+,JOBWO(FD-EFJZK?"UVO>%0FF=57I![1#X3YP[3$P)>PA,2 MW"PG0*$)J'?+#%&WG6&(W'9L#NX^B\YA6@?Q9\G.)S?.!JFA\=9!Q-`(%R9, MZ_8V2>%V9\3RD:*"X+PA8BC#!=G,T94:$>3H8(5D!TF!NGJ#Y8A=E=GQ$#X%&;96ZK96RX["%+8!-,LKJI47-G4C,F+>!U7B;@^-(Q)4GN_ M4B1#F?-I"-<;R83F=D$'28'"#I+FMG]83^0^7',HMS,I$]EF#(>2V`Z4D:;/ M9S++)E.PNY$.@A1V$/5)#4/T1S4<$=N.ST$XZ\0.HCJL6/!-"M10GG40,33" MATNB2IW>=Q_.ESDX4#7!F-+4R*&(4E>,83-(1-V=[MU M>#IHXD-7@FLHI+!UQ/;I=3@)SJ2E:8@D:I5QI#$_MR`*O25 M:#+&\*;.YS#+`S/P,EY@P2T*4NKFJ/'@K_>6^<7I7+9P2M_6R0\A^*RWMUN/[W+I3A)3;+R'(PLI&:1XH* M@O.&B*$,%^2Z__3D@E?PY`;/,G.@U(*N;QTT_<&@VF=Y3ZYY3W`!@!3LP M+P0U43.D<-]H!U4#'Z5L06$[(U6CVDU0ZT!AK:>)*IDQNF9`%,VS'"D'9^&; M(7!XI$"S^LTQ$NIV,?U!N2/<5Q-TXTXK<7]6X`/B&=,&J:%^ZB!B:(155#'+ MF#P]^D444E00W(<-$4,9+LCYR.02+QP=K)#8]AND(*O:%\,U$GI6^X-!5F=Y M3:%Y35#G2&&=5^Z'*=SZ:D;X6V5!&"3"DBF$T]PNJ&#"_#,!EY>7+U"^5E/?>N@ MZ0\&-3[+90K-9<(:!PIK/+7/VT4%US@.$&K!P!#A!BR%T]PN<4^/ECA26+^9 M)I@CFF(D%,6S+*@$*^$;(?!QI-1^7M\Z:/J#7K4PI&B@L"]AHBA#!>T*"RD?I%0F$(JHU$ MN+99?N*>O(27%_)&'"DHCS37'LXQQ/[20!:\0/[#@@8*),?J3\1P('6+F/Y@4-;"AB:6M69' M1;`QKG;4&W8I(X9&^"K.,IX2_&#$L)$:"J4.(H9&F*!JEK-X6C:^H*R1@K0J M/P"K$="3VA^42:UF68JG`ZDRF4CA#BRT+^P8XJZ#@S)'(BSS2KC+[3+W=*!8 MECE26.9Q5K"O+.!I$&>2R#DWO]\PB"B:9QF/?54N[*5!G2,%[\RHOQEDA+)E MW#MY[H.(7GC%#MY`.S;GUZ9N#H=NL6N_N=?G8ON;TCX*K_9M[*M]_CVX57_` MOEGWOGUM_MR>7_>G;G%H7NRIT9WKVV=X-P_^N+3O_G6O+^W%OE/G__EFWZ%L M[&M1T9V%7]KVB M3_RG;Y^>F?_WCXJ)OO[5M9=@OHX=@^+M^Z[G2_6K7;M_)0M'?U MJ3Q"S4O='(H.?FU>5^VI*8N=;G38KV00)*M#41V7V,-],Z6/^N6EVI9?Z^W[ MH3QVV$E3[HL._+=OU:D]]W;83NGN4#3?WT^?MO7A!%T\5_NJ^Z4[72X.V_O? M7H]U4SSO8=X_151LSWWK7YSN#]6VJ=OZI;N#[E9HU)WS>K5>04]/#[L*9J#" MOFC*E\?E%W&_28/EZNE!!^BOJOQHK9\7[5O]\:^FVOVG.I80;5@GM0+/=?U= M27_;J2)HO'):?],K\-]FL2M?BO=]][_ZX]]E]?K6P7+',",UL?O=KZ]ENX6( M0C=W,E8];>L]&("_%X=*I09$I/BI__VH=MW;XS),[N(T"`7(%\]EVWVK5)?+ MQ?:][>K#WR@2IBOL1)I.0G!OZN6=S&(1)^.]K-"1GN#7HBN>'IKZ8P%9`V.V MIT+EH+B'GM7,TL&9P914FR^JD6X*ZA:6X\>3#,+UP^H'Q'!K1#F*8`OT(JK8 MN(HPN$A68/#B$N;.78:PBO[XGUVJ1LPE]XB23,=9S6QC%1`#$!K;P/6!E1B6 MV)YY$/4STS',413U0UL%9.B(#JU6:'SNJM'C$F;3!S^(Q"6X:`%%J5Y`$89K M5K^QZV6P3N2E/3$(Z3(]-DI,C8DL#2\=HS$4)=K8)RFSB-9O2+V0ZRRY"(BS M9(XS)>;.G%5#$3H30@3I96#M?&/7I^MTP%=*?4U;4M6(^I-!U"\)1@Y%Z"\5 M:<;LV=7K07OJL64QX7JR*S&U!0O*;:'(+&B41MP7J<\"$5]\D_524,**SP:0/ M#!HD]9^B=3IDD7%^Q!J2V<:'R"2'IT"5A3"[A$9(<75R2@FD\`A`C'MOI M$CJ\8NOTX9'$]NPA3$&]4D49I MF+));$BUM+8M-:AX:X5O&J_4`>&C/-_VN5'9 MJ87M/*G%6#ZRL1#`D!CVHLH>W2NCL9[%:N+#V93:J>-1-4MNHA@?@ M<%8S6$],&B^U>ZAI$[E`U8!#?R4)F_00>_Q0I5M18GL>P4;E-S=02(9G9:X(\Y>0:X>ED6 M;%=N3"T:%'+HG"EGP5ZKZ9806>@8.\->W5K@*[!50I>.$7TDGQ##(X\Z>89U M/[Q50H97?)X.!*VFL_<\ZHS*!#X)A,S8&\*&2,(XRP+9+Q\U>!.W0Y?;8)0_ M\8P*]UW,%G%C:L_3"+/^-8$ZG(7T$-%L9[:'"$;E)\)`)34U"_2A4M-U%9E# M!*,:"A?V,1ZNFQ@?>AG/EBPW*O20)!%[N=J0>KCB&%K168P/?8P/G5P[8_RR M)TT[]_0;SJ*Y5H]?C"&MK3.":><9GA'[.I%"+ZGY&<&H3'+``3=U7NR(1*:9 M")*!BYZ0$7O:(T6WHCGN0P)R&HV&:=IG"'+<]&(F(JW7=[K]9E$]1#J/,>', M_DIB*9K%>JVF\/$PPJL%XD7HQ&*_H)LKK5M2BY]7!J!!;(0FDBQ-U[:$QH>1>^(RN03WH$%=/@Z> MT@OWR"%5VAEDEU`9C M^TB&(:W'$AQ5]O!6"1U^%KIA]^VB/.8@;O:>NC M6SE;D)]-C(J/CYMOH)*:NPG?L?>0SL]T1C5@#KO@E=3<3>B.772++&8W&[E1 M6:EEEU`;"JJ3KUYB1/!(9AN5/3RVTR5T^%GHCKW';9[91F4RF]S%F]S!;E`@ M`J*@[F[B=CR)VT;%<\0X]$.=FKN)V_$D;AL5FHN<2RE2W6.#VKN)W+%+;KC( M<%;8XK0)F%5";-9Y-9JAXO.[&URBR#TH-MTQ).+1":Y M"=VZE6.1H]NH<(>%H>!OO*;^NC]&[^O/W,2EMN<"PZCXN)A#`Y4T:(S:(Z9\ MM'8N,!)4#0<+Z[EIZHMA?-IS.$$L0__V29P_ZHR*CV^"=B8[/>%1&=[+ M:8Z"!%68.C(E3S*S/K8BEJ"X_,\U=7<3KA,7UYY7%*/"!!)KMH0;4AT/7:\D MLT"NU113/ARNPNC&HP6=H+5@]&"+R3)L6[: MEM.M:-0\+W5&A=^2]>F$41NHQ*CA1Y?X3>*A;%[+3;G?MXMM_:X^J)3PX<*E M%#_VS,5]+M5G&PO=V]R:W-H965TP_#X82$C:*%"EZ[I5ZJ1IVI_7CCG` M*L;(=IKVV^^,$Y0LW93E!<%P_MT]=X]9W;RHECR#L5)W.4VBF!+HA"YE5^?T MQ_?[R14EUO&NY*WN(*>O8.E-\?[=:J?-DVT`'$%"9W/:.-(.EZ9FMC?`RV&3:ED:QW.FN.QH("S-)0Q=55+`G19;!9T+$`,M=UB_ M;61O#S0E+L$I;IZV_41HU2-B(UOI7@V$;O M/AE9/LH.L-DX)C^`C=9//O2A](]P,SO;?3\,X*LA)51\V[IO>O<99-TXG':& M@KRN9?EZ!U9@0Q$3I9DG"=UB`7@E2GIG8$/XR_"_DZ5K`==[Q8&;TC:!K, M:7ON+9@LD7Q0%NH8M?Y-*FKTD+6GY!3=CBHLCN>Y2./I8L6>L:EB'W0;@O`Z M!B5C!,-RQIJPCN.:WN[R(;4/]JE]UWTMM^'!<9KT[333_TGC@W%L1\5G63QR M0^80,_CP1,_L-)'O\10]^&]=?E-.4U_"%FUIVEK10X=8X M6J"733@<8>%T/QALHQV:>KAM\!L&.*4XPN!*:W=8^.,W?A6+WP```/__`P!0 M2P,$%``&``@````A`$EDQY](!```HP\``!H```!X;"]W;W)KS_S[K>["T`W,X.0R8\JOBE=5SP]Z^>FER*UG5HF,ERN;SHAML3+E^ZP\ MKNS__GW\.+.(Y( M3ZQ(Q(R?60G?''A5)#5<5D='G"N6[%52D3LN(:%3)%EI8X5%=4\-?CAD*7O@ MZ:5@98U%*I8G-?`7I^PL;M6*])YR15(]7!3@UHZ)^C&3)6TKO8B:%[\0I#IJB[A-$0_8 M-]^[,W<>T""AEZ3S##-,&M$$0_`0ZD(G8#A$>:2$.$&Q90N]]EMXD2YG4 M8QFWY54C&X3,U-"2&=0G`_ M.L"CE(:=Q@R&\9\PE$DFPQ$)(:BA&$5>$)B+W.H`C_B1WYF%09&"\>A3?%]# M"CT@U[OWID%I*]0CYNU'''M:1Q2]=L*+&I1.`_-4Q*0AG?*WM4317]_WHP:$ MJZ+>W(N[IP*JR4!X?DB[>9HDI9?^/DET8)WDB)XHHFXL`T+ZGF0@O(`$71LF MRQ%GOV.C0VL'EIWMH3M11.D;U2(FC1'[OH,&.N^4L!"ET]`B)HV>14N?G#8I M.O3JH4LUH,8#2.RYG6X:86&99JG4]<*W=C;BYG>P1&.>4A:B&A+QW`T'-`T$ MB8)YY[?F,/_(\>G0\FGD[Q;P1LQBQ]3NDA8X\)2U$Z32TB#$-M^?< M]TE+99D.'I/^RVX#PIV%)`X';F`@_,!WZ1O2@"7JOA#-2+ M;^493<:=]@LX(IV3(_N65,>L%%;.#E"2S"*PA@H/67A1\[-ZC]_Q&@Y'ZN,) M#L,,7MC)#,`'SNO;A;Q!>[Q>_P\``/__`P!02P,$%``&``@````A`-(W^CO/ M#```[4(``!H```!X;"]W;W)KC$CV[@"SP&*QEV>WXR1&QW%@NSO=?[^DBI+JPD2R_9#+ MT2FZBE7%0TF6/_WV<_\\^[$]GG:'E[NY6JSFL^W+YG"_>WF\F__GWU]NJOGL M=%Z_W*^?#R_;N_FO[6G^V^>__N73V^'X[?2TW9YG;H27T]W\Z7Q^O5TN3YNG M[7Y]6AQ>MR_NR,/AN%^?W;_'Q^7I];A=W[=&^^=ELEH5R_UZ]S*'$6Z/4\8X M/#SL-EMSV'S?;U_.,,AQ^[P^._]/3[O74S?:?C-EN/WZ^.W[Z\WFL']U0WS= M/>_.O]I!Y[/]YO:/QY?#0,UX*ZR]M!OYYG-UO'];?G\__.KS]?;M[ M?#J[=.%F9/VS_?VVNS\_ MW;[Z?S8?\_(*DP%`R2A$%2YST<3]R?$XVS M8.S>+ABK9)%4N6$$X[.V9]7G_^=#R\S5S).8=/KVM?P.K6C=Q-"P31 M3]1[\^0FR`_RNQ^E'B7BK>0N5F_D:A9/?IVE_1NTT]T`*6MKUL^_YH#A@$4`<=)5 M*W;RXT1X\MW>`5+;5E:Y669)0@L:$I,A4PO.`":YM,YXH"X0V M?A*,FUTKR1B(H7E]`*MJ@DLI)0LG;1A-*FM9UH5CD!BA#WBP"2"#% M-8%X(QJ(TRXVMPV0E`JA+/*:ONP-*S9]L84!"Q0F`DB8Y35A>B,1YM""T"%` MZL),%R6-LK8W+#>:6[@,DY>P,&"!PD0`"=/O3=#:_7&/>3(-3ZT47Z*!!#G, MRS1G/:CQ<==B.0O6X.,JS0K:H18.9VVUE]G0"R2JFD8UK=F\$8W.U2CSK@$2 M1%0'9V=:'*V5"(2U3A-871DFB]PU M)'HIV6W2A%1A[2J7O8NYW,0&DW9ZZ&QXX4:U.G$V0.ZQ,+BT9K2J&A4V!6'M MR1:E6TC1*Q$MIB\W,<$$91XC-%BOYI<'"WL`%BS;*#0*6(,;6B!&(!8CU%6O MW\S5\WD8H-DL#.9&XUH9PNC2@@J"P45L>-`E9H6%5E;)W4@=`U0CYL-L+"@W2[16QO M(6*$ZDF15,89F#$?@A1X80W`6(S04+V(7%[J_]"-# MX84>6"&4-"\905."JG+6"280<"!(=&D@$8F=4#XQB>5+2Y,`:W!#"\0(Q&*$ MNAH1T0FN@CR.+.G^A`"`MZ7K`M@^F/=TFS&*%Q M>,5B_3JA=D#G:!R*+1M-@M00M@,",0*Q&*&N1C1T@JL@;F-ESB50)QPQ`K$8 M(:[Z2N"S.EX=K=7H@AY8774D*F7IUXRQ*@N^#@8&*G2,T%`B,NK)'U]A24$. M:8&L6+\U@15"<=?\V&FWI@2E^$4:$P@X$"3$-!`OEQ=7>NJM>$[X1<E"YW%:1LI-)38&%7.6($QV*$NAJ1R0GE$9/)%5NOFQ1877FD M>+(8BHIJCRP0I6GA6+3KADA M%5<6`V$(UF*$!N)5C6GHA$!`"T>J/`-6V'\7?/^MZ?%4,6$S_?&^RC%"P[A* M7[.8OBJV9C2!-ODM%WLBY3M%4Q_?"CSSL(A-`XO5JAV/CZ[R$#:L/^J%+?A`VN8 M1BT0(Q"+$>JBER;DHK]M-Z&\0=#&RIO+GLXX8@1B,4)2IS`,8$S9,5BA(81D=8O%4C M+%57["S$]*R^SC%"0W)NX2(:R8QGB\SPZ^8YL+K,E(LJDAG.*<0M;Q$5F.!$ M(81&Y?60M<:$1(&*ND%1"O@'E9H<6*"U!7-2TZ,L?:8_.B2F&XTO0/E5.MM: M\03QSTDT@=4EJ%HH=$?>_1GK)!#PSJ1<)#1?N4BQ">^"\P6#M`C-5T2I)^0+ M%)?EBV6DR8'5>;Y:K%A6]"C#!`8.!:D]#>4J)<]C2IXP_6H"Z[W2@S'"41:D MZ6V'TNOXHO2\*%[>/2"E+!ML1]WD2'!AWR00(Q"+$3K;3*:G:6`.4.,@NVQ6^<8Y[\1Y""@F'C%6PG35]&,-A=+9 M\4(I+I+UEDW7)K=)XC4>6&C6!6($8C%"9KV(2/;X)JFU&KWI&EC857&F*S@6 M(]15EV3<=A]+<>'9=#9=REDRF\`:%C_E/MI'7G2KKR\U,,%@F`2+$1J@U[J+ MUY4"%))V`+_NW@06W3XE[/J^CK!4+6Y&]*R^`S!"0V(J/9(ST#\6"M\^%<`: M2EV M$ML^LI`Q:]-;#UGJ#,0Z=94F%U%-YO<4`VO(EBKUI=7*75K15?//AG]IO`&D)+ZP(%)C[#JX6!*#RN_C:81`HOHNSCE9?:%@A(;DU1P5RLWPG M58)ZNY_]?$:VVH$U.*8%8@1B,4)=]6HV?39!^VB[B9U4":QN,2P75&)7[F/] M;+73S*18N$N"^)4)$Q-,AHFP&*%!7J7,94R9Q6XJL'`7N&<&N4!'6*Y7V';& M]*RA"][3Z9+I]$@7Q/19L;=OVC'=@X3N\\=^'U'QIX+DA0LM3/PC5>@E+X^8 M8(+S]IYBEUNS4UT\$OT=D>MLA3QW?(;3TO-ZA M_IKVP$@)*DG[3%R;"JPN7RMW;8I=:F+;1&90\:?;8ME">MU*IPV#M/FCH5ZE MX&54P5D^FL!"H8H;D(Q2+>B90%U$EA"^+[!A$!E<%='\<2%MK40ILCUL$UCP M2*BX3$J/LA,:$XZB;L((R4]UU5Z@M>(A\"=.F\`:W-`",0*Q&*&N>O5E73,N MH!5H]HB`!A9V%>P&Q`B.Q0AU-:+U$PH#M)XU.-]AN2\2@/NDPXY`JH:.L]@6 MQ_2L?LW""(0$WSH`S]7OM\?'K=X^/Y]FF\-W_XT"RJE"C\*W'33JUK1?#;#L M#[@O&WA=/V[_L3X^[EY.L^?M@S-=+;RT'>'K"N"?\^&U?6;]Z^'LOF:@_?/) M?:W$UCVNO5HX\L/A<.[^\8OJ6_=%%9__#P``__\#`%!+`P04``8`"````"$` M'T[08E@"``"(!0``&@```'AL+W=O&ULG%3; MCML@%'ROU']`O*^QGS5)E':E5JIJGIY)AC;*,980&Y_WP,DFV2S[:[Z M8AN8,\P,!T\?]K)!6ZZ-4&V&DRC&B+=,%:*M,OSSQ_)NA)&QM"UHHUJ>X0,W M^"'_^&&Z4WIM:LXM`H;69+BVMIL08EC-)361ZG@+*Z72DEH8ZHJ83G-:^"+9 MD#2.AT12T>+`,-'OX5!E*1A?*+:1O+6!1/.&6M!O:M&9$YMD[Z&35*\WW1U3 ML@.*E6B$/7A2C"2;/%6MTG35@.]]TJ?LQ.T'-_12,*V,*FT$="0(O?4\)F," M3/FT$.#`Q8XT+S/\F$SF?4SRJ<_GE^`[<_&-3*UVG[0HOHB60]AP3.X`5DJM M'?2I<%-03&ZJE_X`OFE4\))N&OM=[3YS4=463GL`AIRO27%8<,,@4*")TH%C M8JH!`?!$4KC.@$#HWK]WHK!UAGO#:'`?]Q*`HQ4W=BD<)49L8ZR2OP,H.5(% MDO1(T@/UQ_4T2D>#9#!\FX4$1=[@@EJ:3[7:(6@:V--TU+5@,@%FYVP,^;SN M#"RYFD=7Y$L!;>`TMGD:C^(IV4*&[`B:O0*Z1LQO$;TS"0&!SRK!^Z7*?ZMS M8$@8H[.ZY,SK',GYA?3%SM##27.[M\>F_FXXHR#)1G!?$HN78_"Z`D M&?H`7ZS._[9Z):[_/^)JVC M%?]*=25:@QI>0BIQ=`^=K\-5"@.K.M]3*V7A"OC/&OYX'!HNC@!<*F5/`W=9 MG_^A^1\```#__P,`4$L#!!0`!@`(````(0"?H447?@0``&P1```:````>&PO M=V]R:W-H965TK&TR>7')65!BD9%E<`;\XI6?11,N3>\+E'Z& M$+LT2ZL/%=2V\F3Y_5CP,MYEL.YWXL=)$UM]&83/TZ3D@A^J&81S$'2XYLB) M'(BT6>U36('<=JMDA[7]C2RW=&X[FY7:H)\INPKMLR5._/I'F>[_2@L&NPUY MDAG8@3DUHZ)ZB65(6TK MN8B*Y[]01"14&X3603R@K_OIC(9S,@^FHSA(I!;X'%?Q9E7RJP55`W.*I11&UXMY`DEH=IGN;*MUF``P-8\#B`'0:KU'7"# M10\!17Z'H#48"+Z)<#M#4KRV837MY@>+>6]FU"Q4_KI]5QNSU?LH"0D-V\$& M%)2OOB^WH:38A"(1)6U@3`F*_%$J[`M4G^=1/_3;P095\`B5%`^HNL!(A2(M M2UJ#,?7"G%J>I^E*E8,F"P5%&H+68"#(IXYVI&_G1(K-U0\+!37C*<$^3`E9 M+$*_RZ$KM4K'P'&JQ<20KG=WQ1#TR-O>4HO&LU-W8GI\EX:= M)YI.%G_D)Z7GS?*5>C^N6C38%. M4ZOTO*$9C^2MY[YW8J"+3I5/X\/R%40]&N4+#YS*$8R'[)8,_7;H.+7HD_+! M"+7G1#2BXT\!TO/BVT:HU&9VQLJG,=W1\L'.VG8B/PH^`>LY])UY&UHUO'7U M'^JD,>LN;UJ+>;QZGGPG!GKK5/DT[MQA:"T&!GW(@Y7:3-.P?&K1>/G4G4WY MS$GG`B97SYQOEP]%2!-ZJ9ZFD?)I#'?LD%/L MK,O'UPZ@B=7SY@DL]%8=:\1\Y#4/4CC^QFYT4G_>&0-RX>46[WXY*X]LR[), M6`F_R(LKA7?JMA4OU4]D^43EM:37OI67;=GNM!UPUSW'1_8C+H]I(:R,'2"D M.UL`;XFW9?Q2\;.ZD.UX!;=<]?$$OVHPN'FY,Q`?.*^:+W*"]G>2S?\```#_ M_P,`4$L#!!0`!@`(````(0#BHL?[N`(``.`&```:````>&PO=V]R:W-H965T MDTIT4?))LX39(LEE2TV#/,]"4*;25OK2?1 MO*$6])M:=.;`)MDE=)+JS;:[8DIV0+$6C;"O/2E&DLT>JU9INFZ@[APWM?O, M155;Z/8$"G)US8K7>VX8&`HT43IQ3$PU(`"N2`HW&6`(?LH]4^E0HV.Y,ZQY!BF'<(-M.=YD2;3 M;!X_@ZEL#UIZ$%P#B)PB5@>$ZP7H"R+!MV.1[]M^T.+`3HMK@Q.W]!O'>4?) M(/$Y)`V($R5@T>5*'!A:?51P2@:9EQXS#FI71QLGF<>GF5VC1M"HOWOA@OJQ M"Y;?3(<*/(:0K.];$EV_E=[[MQH`WC<&YOC8F,ODN:"AO$'VI<>\R4LG08"7 M-P"$MR?N9?\CSP4-Y8T"OQ\NCP&+@L,P^=>G(#B:'%'?9*_*GS3^0Y1<5WS% MF\8@IK;N%"'0B;`;#KB[U`U)'%[``=/1BC]178G6H(:7$`KM`S^T/Z+\PJJN M_\S7RL+1TC_6\"?A\&DD$8!+I>QAX1*$?]/B-P```/__`P!02P,$%``&``@` M```A`$X^`0#G!```'A$``!H```!X;"]W;W)K/#??$'!TL)OV2*=25?7R[)@!K&`/LIV0\_?=XPUX M9IP+*0\)V&L6:^W+;`^++R_UP7N6;5>I9NG3&?$]V91J4S6[I?_W7_=WB>]U M?=%LBH-JY-+_(3O_R^KGGQ8GU3YV>RE[#QB:;NGO^_XX#X*NW,NZZ&;J*!NX MLU5M7?3PL=T%W;&5Q6985!\"1D@4U$75^,@P;V_A4-MM56A MZ$%_MZ^.W86M+F^AJXOV\>EX5ZKZ"!0/U:'J?PRDOE>7\V^[1K7%PP%\OU!1 ME!?NX<.$OJ[*5G5JV\^`+D"A4\]ID`;`M%IL*G"@P^ZUZO3K]VE:;[U4C(=J0)YV!!Z4>-?3;1E^"Q<%D]?V0@3]:;R.W MQ=.A_U.=?I/5;M]#ND-PI(W--S]RV9404:"9L5`SE>H``N"O5U>Z-"`BQ9-??5YK2]\JGKE?UOPBB9RHD86<2`>K/]]F,)2$- MHX]9`E0T&,R+OE@M6G7RH&K@.[MCH6N0SH'YX@QU7+V^914\:I*OFF7@`A<= MY.=YQ2B)%L$S!+4\@]8(@IZX@JB-R"X('4'-FQL7`A!\50VQ<%5SR.KK^;B( MU(L)H01"E$1;&C+)?[IB-R5R,8*GU MFJS(W15Q9"U(S1660>BXVPUJL&.0Q&ZP$12C/4XIB[ECST30,&0I=0*0FXB$ MA"(:>\-2'WU&O09/U+OI01`F)TPX$8YV\[Z(X]0M=_,^2PA[H];CSPC7X(EP MMUD1A,(Y(SQ-'$1F(2B#H#I[4FXB:)2(V$B,%7<]RHU]\OVVT&!7?C(F%%L4 M0>>FB#FA[D:260CP%Y$QMK@_F@B8)1$E8UU9\M//R-?@B?R1&.4C:.QJ3JW^ M2\S^&U9D[@IF]2@:LC%\1N!)QWA1D]4R2&'[-Q.D!]G'(V%895MEE+@="H-+=B<.(TQ)HBZNPD M#2&T3K=;"*H!#B*W$-Q&V$;T(#2,O-\S%,>F;8`Z7[X^H]``Y2)^)1=(=(9$ M]+5DH:%F[,!J(WVDQMZGB$+IG$`2W(%G(6@:BZE\Y!##U!S3;%>0GHJ& M]AO#C[/4]!"Z`M?Z\1TV.;00$=A;'9.9A1"A8&XQYA8BC1DQI43\+!6?"V:$S&\)IR*F3IMR"I"(EQLYF.]"#TG!P8R9P MO)I.H!&<0E]3:PB')!(.(K,022K<9Y3<`C">\/$AQK:A!^;G;>"8-6TP2B<9 M010^!G(8Q4DTR8@%(5"5[L.R/L;JO"(+385(C8=)](+'5#S%U;+=R4P>#IU7 MJB=]!*704->K>#Q>Z^/Q<,"]WH#3Z;'8R=^+=E06UA*9C%T18OG6_S0 MJ^-P9'I0/9Q+A[=[^!U"PI&"S`"\5:J_?-`GZ-/EEXW5?P```/__`P!02P,$ M%``&``@````A`%"EO0N5`@``)`8``!H```!X;"]W;W)K7Q(;#\3GGWLOJYEG6Z(EK(U23XB2*,>(-4[EHRA3_^GEW=8V1 ML;3)::T:GN(7;O#-^O.GU4'I1U-Q;A$P-";%E;7MDA##*BZIB53+&]@IE);4 MPJLNB6DUI[D_)&LRBN,9D50T.#`L]4S$[5\NZ*5@6AE5 MV`CH2!!ZZ7E!%@28UJM<@`,7.]*\2/%MLLPFF*Q7/I_?@A],[QF92AV^:)%_ M$PV'L*%,K@`[I1X=]#YW2W"87)R^\P7XKE'."[JO[0]U^,I%65FH]A0,.5_+ M_"7CAD&@0!.-IHZ)J1H$P"^2PG4&!$*?_?]!Y+9*\7@63>?Q.`$XVG%C[X2C MQ(CMC57R3P`E1ZI`,CJ23$#]<7\4C:ZGR73V?Q82%'F#&;5TO=+J@*!IX)NF MI:X%DR4PGYP%'9W7?UD%CX[DUK%X+G!AH#Q/ZU$23U;D"4)E1]`F@&`D.E`R M1&Q/")>@X\UZ"P0$=ZHABW/58ZCJV_4XB72'SD0NA@(V;T"&B.TE8AP/(=DE MY'K:008VQD,;[\MW8&B<7GR0\2NQ#VP30'X4_,+V?"'K+0RT0/'[D;ZOQ8%3 M#$9?2QG/SZJY":"Y;X?Y;!R?Y;3M[T_A^*P+*12_O[]8S%YK%72':0W-++DN M^9;7M4%,[=TD)O#9;C5<$ANX)/Q(D6X#AK2E)7^@NA2-034OX&@TJ3 M-B>U:%GF/S'E7V\^?E@?A+Q7%6/:`X9697ZE=;<*0T4KUA`5B(ZU8"F$;(B& MHRQ#U4E&07.X9GWG>W`#^GEK"#[6O\4AR^,EY6&=L\A M(Y/8*G^Z98I"18$FP'/#1$4-`<"OUW`S&E`1\FB?!Y[K*O/C))@OHA@!W-LQ MI>^XH?0]NE=:-'\="/54C@3W)/#L21`.<#I'\^1MEM!%9!.\)9ILUE((:<.9C5]8(S2<:SKRPYA@C?"S[25%AKL9%?5W2@$>2R432F1,GB9;I MT7XBF5PB:<`CR<5$TIF=)%ZFRV.E3R07ET@:\$@RG4@Z+ZP!CR2G$^K,O>0L2:.7)9>72!JPD3Q>.Q0E4V$':)_-;P_J!SA*47SLO2NT6\-N2S5,ENP3JVOE4;$W*Q;!&`YOW?K?POK' M]M(-!MB^'2G9=R)+WBJO9@6X1L$"1EFZ_>T.6G1VB^R$AKUK_U;PG66PY:(` MP(40^OE@OA##EWOS#P``__\#`%!+`P04``8`"````"$`VE9J^A0$``#$#0`` M&@```'AL+W=O&ULE%==;Z,X%'T?:?\#XCT! MFZ\0)1DUH.Z,-".M5OOQ3,!)4`$C[#3MOY]K3(AM,A5]:1/[^/B<>Z]]G;&R+<:SIL@JVI"M_4Z8_77WQY?- ME78O[$P(MX"A85O[S'F[=AR6GTF=L25M20,S1]K5&8>OWRHE]45PYV MW="IL[*Q)<.ZF\-!C\4\)R MB"C0+'$@F'):@0#X:]6E*`V(2/;6_[^6!3]O;2]+2@:V)*UF2A!M`9B80ORQ M:+$(4J%J1*X1K[T$]77?QRLQ!U)E0-,$J9X?0`'>VF!XC!N60&)BD$>CJ,I)E4Q`5[!17>/O&8!#LY\"P)L6O!BPX($A;V%R`M] MV/J^MPRP"D%!'(<0"0.3:AC/`YB*T3R$G_$@P+J'(#:S(#%^;\'0E7PPE\HY M:1T%O]4;?4:O`.MZD1N8@B5(;KSP4(RF`4TT#`ZQ/\6D&B;P0[!P]Z_%7/1D MY<;[^!@*L.XA#.Z\LO(E1L9\@5=&527JM+$T5><6Z+Y2$QQ_1K``ZX+AVHB, M0I<@&73/72%O>@X3%8,?G^=4Q4S/LV8"05.9'_8>;=J87#D#:B@>'#RX3A(= M$P7^U&HZ8,Q3H^L7K6AVV2#9N/0K,S2O[P$UZ`^0MU*+5EXX&L;O+U6SB#3( MPK2HNQ!=:[X+V>-T%Y-B0A(UN(@B_?H87&B8AYE*#1XC4[H-T=;FVY!-4+<1 M>L:90!)U.Q2NC[76,_A003CTDQI(=R+:W7PGLCD:3GS3B=I" M/8RQOO_@1`7!I14]N`/$DUK<)K*I(QS&\8/6(!_-\E%9D^Y$$E)5S,KI13R( M,;2B<71\K#]A\1HSQO?B$2_&G7$"WM!M=B(_L^Y4-LRJR!$HW64$+;:3KW#Y MA=.V?\H>*(?7<__Q#+^6"+PAW26`CY3RVQ>QP?C[:_<+``#__P,`4$L#!!0` M!@`(````(0"NKP_?R`,``/$+```:````>&PO=V]R:W-H965TZD=/D56LCPZ9_#P<['JN"9JRX-+052-+3 M.A>@GY^KCM_9FN(]=$W>/UZZ1<&:#B@.55V)EX'4MIIB\_G4LCX_U%#W,PGR MXLX]/,SHFZKH&6='L00Z!X7.:UX[:P>8]MNR@@JD[59/CSO[$]EDQ+.=_78P MZ$=%KUSY;?$SN_[95^67JJ7@-JR37($#8X\2^KF4KR#9F64_#"OP3V^5])A? M:O&57?^BU>DL8+E#J$@6MBE?,LH+_E^K M4IQWMA\MP]CU"<"M`^7BH9*4ME5&$%$1Z1WA'10\F;*"P<$CZK!"U.U#ZOZ\_6XBY1) MALBU+B#Y"41'I'.$[^J0;`Y9359H9?C_IPR9!`VDV`A>1[J&!$'!T$#2R=1\ MD2DO-$W0!*JU;ULJP3L;"IZ6U'4]0PN"8FR+*`B->*K&B1\8I61J.`ZF%=-4 MPS9ZOVH)UE6':T-4@IA@$&TL<(JQ:(B1@$R2L&G55&_*U?1&OZ-7@G6]Q/6- MKR8(0E%!'*U]?152->[Y;FSLO4R-D]!=C>F:[OAW=$NPJ3N8#!G<2A#TNFXU M[@7!VLC/U#@)O5=TRYO8..8"6*>WNULFZ?IAI\6C,:@?0:A_04@03GM]`*0J M@/C^)!"[!W=0_HF7"ST6^HN^-1%!BEI3<$:H^(>:!HX<5*.8]T[?+R47KF M%]KQJE*/PB@T>C4A"+J92LP]G&IQ(SG3@HMXLD57+6^?]ZO&NTI535QBMCB, M5K*A\`0/8S^<&:X"O/D1+X>SB4$[XU$\3EXXF#2T/]&4UC6W"G:14Q6!DW9\ MBQ-?(B>^868;`S!P=?F)_IWWIZKE5DV/D.HN8]CF/8YL^"!8-TP!!R9@U!I^ MGF&TIG!+NDL`'QD3]P&ULE%9-C^(X M$+VOM/\ARKU)G$^"@%&'J'=:VI%&JYW9LTD,6)W$46R:[G\_93N0V'0S[`5( MZOGQZE79KN67MZ9V7DG/*6M7+IKYKD/:DE6TW:_<'_\^/A.@6GL?+`VDPG[&.M!#9L;[!`A[[O<>[ MGN!*+6IJ+_#]Q&LP;5W-L.COX6"['2U)PHZ3;EXWK>LQ]L:\GY#$2[/W.KABKZA9<\XVXD9 MT'E:Z'7.F9=YP+1>5A0RD+8[/=FMW$>T*%#@>NNE,N@G)2<^^>WP`SO]U=/J M;]H2Q%0I\K^0H6>U>KGU0%OO=.17;X6(M_V.DKH?N#@'+'D)%, M;%&]%X27X"C0S()8,I6L!@'PZ314M@8X@M_4]XE6XK!RPV06IWZ(`.YL"1=/ M5%*Z3GGD@C7_:1`:J#1),)!$H'Z(![-@'J,X^3V+IQ6I!`LL\'K9LY,#70/_ MR3LL>Q`M@/FEN+!*]< M2'0LI>\'ER15\7(-2E4[9"BAG)Y#4_.N-O*)=A6[B>FL%R#!F'II#VUWT88(=MO(QQ]UBW9_U$M MP;9J9.VJ7(.TZM#.:3.-VANCT$%=JB#\S&@$9_#4:=GAOS^7U2I3/)QL=K,, MJ,'S*!V[5'MNQ@,K]V((ZPS0/!WC1JL@>>/F%29!EDWXRMKBWS(!TY7Z>8!IFL`%Z<\`O&-,G!_D M''B9S]>_````__\#`%!+`P04``8`"````"$`0L&^26,$``"_#@``&@```'AL M+W=O&ULG%==CYLX%'U?J?\!\3X!@_F*DE0% M--U*6ZFJ=MMG0IP$#>`(D\G,O]]K+B&VF4ZS^S(3[./#.=?7]^+5QY>FMIY9 M)RK>KFVR<&V+M27?5>UA;?_S]^-#;%NB+]I=4?.6K>U7)NR/FP]_K"Z\>Q)' MQGH+&%JQMH]]?UHZCBB/K"G$@I]8"S-[WC5%#X_=P1&GCA6[85%3.Y[KADY3 M5*V-#,ON'@Z^WU)8G<25K2GOH6N*[NE\>BAYM`:EM-N?QR:'E7;&OP_4)H45ZYAX<9?5.5'1=\WR^`SD&A<\^)DSC` MM%GM*G`@PVYU;+^V/Y%E3D+;V:R&`/VHV$4HORUQY)?/7;7[JVH91!OV2>[` MEO,G"?VRDT.PV)FM?AQVX%MG[=B^.-?]=W[YDU6'8P_;'8`C:6RY>\V9*"&B M0+/P`LE4\AH$P%^KJ61J0$2*E^'_I=KUQ[7MAXL@6WAQ0(+P]RP.*AH,YD5?;%8=OUB0-?!.<2ID#I(E M,%^=H8[)ZZ^L@D=)\DFR#%S@0L#^/&\\-W%7SC,$M1Q!*8+@3$P@HB.R*T)& M4/+FRH`#@B?5$`M3M0^[^O9^7$7*18;(1!>0O@'1$=D)H2M%3#@( M]UUJ)$F&TW28CHVUN3I);X8TP:$N6)ZYWV>O7*0+)Z[K3Q'!D"-H5![2A-X2 M;P!D*H#$@1L:"91K`.*%RJ9I'J+_XT$NFGF@A@<$H0?B17ZDSVB_];)=@_>1!Z(W(I@A23IXYD"L#FI;DOVB1X%D(0SU$ M*8(PA`\TH)$!R#2`1V=G-]<`)%3/KJ:=0-6]/Y`#VE1/;L<:DWA$C1G@T^1V MC#")=8`;^&82ZX"0TMLK=/6RO]R=!@2[D5KUH`(;!2`=46/P?9*892W3$<2G MT4P_O@ES_"%0*JLN7W::^^5C7U+E4Z5"C;%'T*B>Q)2&Q@G+B`Z1(3#.0FY" MH!+]XAP2V8[NMX#-2[5`7+,$I`/GVD8/ONM[WBR!D.>:8?/6E&L<>F_2MT#V MJ/OU8T>#MT]]TY]_)B%(J23$',G5$5V/[#^*GOMZB_R6G5458D0M'5%3U+S8 M*-V9CHAH8/2G7`,D:O?17<@N9+B@H/'],@TW@#=0\7A^'G$2Z*#+[] MW`6`]YSWUP=YQ9FNGIM_`0``__\#`%!+`P04``8`"````"$`%"@\J4`"``#K M!```&@```'AL+W=O&ULC%3;CILP%'ROU'^P M_+X8R))-(LAJ-U':E5JIJGIY=HP)5C!&MA.2O^^QG:L2=?<%,,P9S\PY.'_> MR09MN39"M05.HA@CWC)5BG95X-^_%@\CC(RE;4D;U?("[[G!S]//G_)>Z;6I M.;<(&%I3X-K:;D*(8367U$2JXRU\J926U,)2KXCI-*>E+Y(-2>-X2"05+0X, M$_T1#E55@O&Y8AO)6QM(-&^H!?VF%ITYLDGV$3I)]7K3/3`E.Z!8BD;8O2?% M2++)VZI5FBX;\+U+'BD[IJ-N!),),#MG8\CGOC.PY&I>7)$O!;2! M;FRG:3P:Y60+&;(#Z/4.Z!HQNT4,XA.$@,"32O!^J?+_ZAP8$L;HK"XY\WH' MKP'SZ`-VEF87+ZYV!IK+G5T^@W?S<44%!LJS@G@T/ED+$@(H288^P#B*LVL` M#+1/^1X@2`SS&MK9T17_3O5*M`8UO(*-X^@)ADN':0T+JSK?MJ6R,&7^L89# MA4,`<03@2BE[7+C_X71,3?\!``#__P,`4$L#!!0`!@`(````(0`.;F2+/0<` M``PC```:````>&PO=V]R:W-H965TQ,*"(16IT<#-;,[TJRT6NWEF28D09.$".C)S-^OZT(HNW*!\-#I4,?& MQW;9AO#RX<=^-_E>U$U9'993YKC327'(JU5YV"RG__S]^6DQG31M=EAEN^I0 M+*<_BV;ZX?777UY.5?VMV19%.P$-AV8YW;;M\7DV:_)ML<\:ISH6!UA95_4^ M:^%KO9DUQ[K(5E)HOYMYKAO.]EEYF"H-S_40'=5Z7>8%K_+W?7%HE9*ZV&4M MV-]LRV/3:=OG0]3ML_K;^_$IK_9'4/%6[LKVIU0ZG>SSYR^;0U5G;SO@_8,% M6=[IEE\L]?LRKZNF6K<.J)LI0VW.\2R>@:;7EU4)#(3;)W6Q7DX_LF?NQ]/9 MZXMTT+]E<6J,_R?-MCK]5I>KK^6A`&]#G$0$WJKJFX!^68E3(#RSI#_+"/Q9 M3U;%.GO?M7]5I]^+[<``^#O9ER(U MP"/9#_EY*E?M=CGU0V<>N3X#^.2M:-K/I5`YG>3O35OM_U,@IE4I)9Y6`I]: MB>G"60K<&V. MFD$,)&>C$V(+D`P8C41O@NAG`; MLIB?(8@&9`&E$5Q-YXZ&$(+$-=T8!_[Y`M)QB0(%,G&%)U-Z@ALGD$V0!*9- MMUTJP,LI$.Y#&D?4%@6*9%I$?A@0?Z7F.IO'<<@P&8X`O@^8,P"9#JXS31>Y M?#\KA)!%(3A?0+E3@4))(5Q`T?.()XW#Z)YSQ01"6TB M]_-""%E$^L131!2(,47%<^8N.MBG)V)U:DG$^+`D^!@)1#O"M&^GG@!;=$,< ME42!%-D@"FE(4G/=\]VHCX>J/^8ZF[N+LWIDMQ@O2`V]GW="R+*?9%6B0-K^ M>>3[89_ZTL+41'@L6#"CUB@.)H*%C,W["",6\2,LA)#%HG>32CH%&I-TE@3. MN=A.NC$2B#:#OF%&[W;6230A'+FDHB4:991?ZPPWSV"#1-,CZ71_]S/5*N^T M!8TR#5-R_1EN8K!AHK$1P^[G.5/MD/0(DL:)1G4Y$CK^IR.-5!R;&T]X(,X`P MO@O<@LX"H>E2S0B+1'0'VB*<7&7,#A3-=SQWU;()=]I7F4+!MC`&UP4)47H9 M14H7OXB*^[V/`RJZ\7A2JH=C4C$I'`E3J"Z@KF/,*SI^&!$YL;F'7!?&/ZO. MC!'!5$5+'D]5-7)"E5B5,(6ZMO',56-K22=P)&NL(N.]45.!1)-*"4\5SM.B MO'"B47VK3:TSW#R##7IH*O`&304:91IF304F!AL&H1H?9D]($8_%$=E:B4;U M&SP0#X@LMM9XH%&X*(6DYZ2# M4/PBRKC]P60>&@\\(45#:(T'&M6'VV:OAT=R-"]O+G-]#57.3&EL_T/#@#=H&-"HWNLL\,PI+B9; M,[T@@.-*!+@M$.*'#]=VVD-C@#=H#-"H>SONTK!`]R6_J.OJCA-=U2@?PP9R M3_5BTAM[O^E4Q!W;=0(OO!U**N"1<8GK"_?9,8>'(>;1VX`S]J$1P!LT`FB4 MO6>D%U*T;'1YNMA2%R9:)31:ZTSW#R#_.D_-`1( MJ?M/C&G+3[5<;RHWSV##'AH"_$%#@$9UR0?W*3B;+SPI("*W[Q951A"1$?FA$\`>-"!K5!Y0\3;.CDQ(1U^E;OBZ@=(I@QAB!F3TT%O8L7 M#A@\`CR?52]#)/`RA'QS8'9>@'<1CMFF^".K-^6AF>R*-8BZ3@0EI%9O,Z@O M;764/U2_52V\A2#_W<);)P7\D.LZ`%Y75=M]$>]+G+KW6%[_!P``__\#`%!+ M`P04``8`"````"$`O$]NU+P#```7#0``&@```'AL+W=O&ULE)??;YLP$,??)^U_0+P7<$((1$FF)5VW29LT3?OQ[("36`6, ML-NT__W.&(H/UJ3)0Q+(]X[/G<]WSO+#4Y$[CZR67)0KEWB!Z[`R%1DO#ROW M]Z^[F]AUI*)E1G-1LI7[S*3[8?W^W?(DZGMY9$PYX*&4*_>H5+7P?9D>64&E M)RI6PB][41=4P65]\&55,YHU1D7N3X(@\@O*2]=X6-1O\2'V>YZR6Y$^%*Q4 MQDG-MDDZ`]G)VE]=^11G#[7//O&2P;9AG72*[`3XEY+OV;Z%AC[(^N[9@5^U$[& M]O0A5S_%Z0OCAZ."Y9Y!1#JP1?9\RV0*&04WWF2F/:4B!P!X=PJN2P,R0I^: MSQ//U''E3B-O-@^F!.3.CDEUQ[5+UTD?I!+%7R,BK2OC9-(ZF0)]^_O$F\0S M,HLN>_$-41/@+55TO:S%R8&J@6?*BNH:)`OPK".+(#__CPQ"TC8?M5%C"FH) MR_&X)LF<+/U'R&':BC9CT00KMF/%-'B1^`#X0@FQVY3GZ;1XY<)[3SL=- M"!LC"IL,ZYBVU@WT:$B*_6B=H/#5I>\2I(U@D6V$))R^Q&80C,A"L&X@A!`C MG(]>BW'T,1DD?F,T!+:,7KO`BV88;3L2A'%@OWJ'"!3R8N?J/*@6#T$CS+$Q MF@YT[MD,\)U\NADD=8LMB!=^NGD%-KH&5HN'L,D`UF@ZV,F8#0O"L]&@O,ZO M0=5BC$J@TPQ8CL&>K0>88/^<+G\M='%\CFCVQ')@&R M2.:V">8?=/\+_*9?VXTU)L--0-JFWO86XDTP3&+#M/S7F&!^W;2MZKS`;UJ\ MS4^2:([7?D.,RJI+^PY^O&[8UN/?-AN(:?/PWL^G\7!H53;&:^.!7#4?&O6P M"OL6:493*^JJ$+9(&*-U'`Z,D4$<39%!7R-#'WF&NWNT0["(R`<5B#: M#FT%#DT('C30R_L,8?ZKI@ALBC%_GYDV]WA,P-\*G,C_[2!L$GA!?Q@SN.9H M:TY^%3VP[[0^\%(Z.=M#%0;>'#)0FX.MN5"B:DYX.Z'@0-I\/<(?$`9'I<`# M\5X(U5WHH_.I^TNS_@<``/__`P!02P,$%``&``@````A`.+1>3>5!@```!T` M`!H```!X;"]W;W)K??WIZ:[LO_;&J!@L\G/N-?1R&RZ/K]N6Q:HK>:2_5&?YGWW9-,<#/[N#V MEZXJ=B.I.;F^Y\5N4]1G6WIX[&[QT>[W=5GQMGQMJO,@G735J1@@_OY87_K) M6U/>XJXINB^OEX>R;2[@XJ4^U7C;X=SVQ4O)\C[&PN+1[3X_C07ZMZ[> M>NUOJS^V;[]T]>[W^EQ!M6&=Q`J\M.T7`?UM)TQ`=@WVYW$%_NRL7;4O7D_# M7^W;KU5].`ZPW!%D)!)[W'WG55]"1<&-XX]AE.T)`H!_K:86K0$5*;Z-WV_U M;CAN["!VHL0+&,"MEZH?/M?"I6V5K_W0-O])$!-!79WXR@E\*R=^<#,9D&,$ M\#V1X6HW7CE49/A69.8[?AJQ*%Z/WY6U&$O+BZ%X?NK:-POZ%:[?7PK1_>P1 M/$\UE16X5OE'18;"""!C"34@:72$H M#>@#FD;XPX:>TA`D:%V]C%D87"\P%FXK0>'8NJ*2.35PS8!B@B:@,:V75I`V M-B1^7=HDFW.6(4E,,G9'&"5!$)/JYSK"9V'*M+K)?M`1+&8LFO-&24`1[T]" MD&@2,:FKQ#`6CVGX3N2A#_OT,$/BH5@9G-[ZVHA^63]V1I81-<,EWRJ4UC&&A>L6')B0(*UI M;FMD)H5KY9!6*#TPR9LM7,?@P(3,:(&]W\U,BI)^0H-"TW96J&F!F0,G@OZ! MXXWV,Z'X3JH3/,^D<$59:`*A2;>G)!5,3RGUC+6?9&Y6)I;%1A*+*'*2'J*@M+ M(43H]I2D9*&48*ZF^U"BYN;.Q?0.I\YLX;H%UU@(C1;0C?M0RA,LW'4P8>:P M!#7&8>2&A>L6')A0&RVPE7THM0E5:F$?2M2TDI[#0A^O)2YMSDP"$19,X"8A MQJ/,O)%PMD*-;L]6:A?.UFQUK'`>:&*,#A%CNU("`7`F`0MM+?1'"_]&F9&J M1=((<4FW3-,V.?H9%JY;4%W]!?U;GY=&UNK`I%#S+LL-"]$X2DGAR`Q*F1'APUW-%6"C\7:+H M+XIB@B^V52B]DR5OMG`=@SN92-IM"B(>K4!'K"B(0LUAY(:%ZQ8<&)&VE1:5 M8H67VMQB$C5ML[5--?4DVS MO0T19.2,SI6CJ2RID^*R+-Q^*/EB]0T* M5Y2%S(3F:7W\_O$3"#3-B)[3"C1EQ!P\SXF;0B,CZ?<."E=76R2ZB$K*U M^!5%QQAX'W1/.WZ=WE\_\` M``#__P,`4$L#!!0`!@`(````(0`A+R4>W@@``.XR```9````>&PO=V]R:W-H M965TR^?4G.R)KAP?+ MJZJ?J1&.W]/=XM%MWVM#F5WTYRJH^IY;MI#V:L_VY=%=VJKE_W/\R@\]EA>_?;R[%IRZ>]6O?W*"VWP]CF#V?X0[UM MFZYY[F_4<`LPZJ[Y=G&[4",]WN]JM0*][;.V>GZ8?XKN-JMLOGB\-QOT;UV] M=^3?L^ZU>?^EK7>_U\=*[;:*DX[`4]-\U=+?=KI)7;QPKOYB(O!G.]M5S^7; MOO^K>?^UJE]>>Q7N3*U(+^QN]^-SU6W5CJIA;F)C8]OLE0'UW]FAUJFA=J3\ M;O[_7N_ZUX=YDM]DQ3*)E'SV5'7]EUH/.9]MW[J^.?P'HDB;.@\2XR")[A%T1I$J@3.HI@K-JXB69XE"V7P[%*MW7:9 M3+K4%W&7L>T1)"NSSWIE&]+`#*BMH08N;X\6JQ"3E4>K.#NOS.SA&D3I.#5I M8%.GDJFU^&&N5G'>]&B5CIL*4X.H@,!%T;+@UC:TO[@M\G,W\Z4R]_HMT6+' M5W0>&'R!*#6^+,\;?Q\SE$L,:;%CR$K0-8C\AOQ]S%`A,:3%W%"VM',&-'DP M<+0_'#A]*EDE/UU,^B)N3Y6\E3AK$)&<)@UL9VZYATY&(P48]75Q`6@A,LDQ2 MOCL;'`62*!M+8W\FWRT+Q1&WY&)PZM34P5]^6C:`Q M)^PF\G=R4R(X1\#9B=H"43B$`ZRUYV`(8Q&YC=H)H94\:U21W*8M;%]B$9V- M>O+40A6=?N"U75JQQN+5R#-J9_56.JQ1!0E<)/:QA=T0MF@9CYO'-T8$X]B% ML;I%M4L+5?[2"G1R4R(.QUX.VZ6%JH`I&,+NY*9$=-:?ZJQ[+O?80E$PA##& M9`A%W(Z!R+3F50CMFU54T=R&ZTP+WQ<1G&,@J\HC\B''^7R%*CK]0&2GM$08 MCKT8=DJ+DM;^W+G!,2!J^7(L/+XM(A+'+HE]A451:YG>X!`70T;M M<,@N+%39\\*9%>AD.Y6(V&S4W)1;6"@"3TX`66\P@(F(V4;-;:D`CO`(_KQ4P9<.N[$\0A+IL283D!O-)3P5-5`X.] MGFAG.'XB6B=>6MM?7*"*9O7`;_NP2$10-NK)VT!4T>D'3-O3IR+\&O5D4:$* M8?1>(*CM)T=9PI\Q3B9L2`3C5:L>475:H M"IB"(>Q.;DJ$Y13P>KFL4!2,X(!H\_DJ&$$1KU.`+?6EP#C>R0"#4$4RF[;P M;1%Q.06HJH5=N@E$%9U^@+%36"("IUX"VZ<5JNQLP/RE>$[(=X9\5T0,3ET& M>TXK5`5L40B/"^*F1`A.O0AVRFH`+B]GW"M_)S5JBBTP\HMHLJTSB\^DL+HW96 M/^8@(`55R#KRI02D"NL>K^6[(B)PYA+84U2H\N=*H).;$N$W\^+7+BI4!4S! M$'8G-R6"<@9PO5Q4*`K&;P`TYP!W)6)UYF-U-J8&IM6`8Y7#F$FDA4\O8G(& M0)TXJ5!%BVH`L5-4(OIF7OHZJZ>`C1+K%X@-#G(Y543\S5S^^HJ*,M;RO,$A M+IK2SS)<#R"C=@!D%Q6J['DA:0*=+']R$92-FIMR3RH485$Y\6/=XSYR5R)6 MYUK-747J613^V\P:522K:0N?7L3D')@\452HHM/#=::%3R^B;^ZE[[BQ@!14 M05"L[W$VO#,:*X[;$O$W=_GK*2I4!?+W"OSF(OP:M9TISL]6J`J8&DA\X4S( M15`V:F[*4U0#@?6T3OQ89S!^%JOU\U7Z"\W+O_3E/F9G#H<&9I]/++S.D]TB M-N=`W:GB&M@\3D]:6!87(@H;-8^-RF*[N%`%"1-G8_T`AUEW=#M&CQL3D;B` MVUQZ>^,I+U3Y,SG0R4V)0%SX0.R4%ZH"IF`(NY.;TN"\^DZ^`,S2G7++"T7! M"`ZHUM47CJ"(VX6/VW;NK%%%C@W:PK=%Q.<"X#I16*BBTP]0MF\%"Q&)C7JZ ML"AL(^='81P$HU:,=6X$:3=<2B"*Q&SC=I.K_.("571Z(+IIX=-K)%Z-NY56VZMW3BQ408JN"CN#>7?H2>B5 MB,-&[1BS[])19=<.Y'"@D^^6",(K'X2=PD)5P!0,87=R4R(TJ]<'[!"ZA84B M>'+:$T$8`[N=",+K!?#T_:%J7ZI-M=]WLVWSIE\=B-53O>=6>*UA'=VM8_V` MN-6^4:\[F/;%N4.];7`J7ZH_RO:E/G:S??6LAES>Z*.DA?<5X(^^.9E'XI^: M7KUG8/[YJMXKJ=2S[\L;)7YNFG[X0Q\VYS=5'O\'``#__P,`4$L#!!0`!@`( M````(0`ULL3(H@8``(\C```9````>&PO=V]R:W-H965T64(2U!`B8+OM?W^V M9S89VS@!7K:-Y^OQ>&;XX`2>/GZO3MZWHFG+^KSQV6SN>\4YKW?E^;#Q__G[ MRX>E[[5==MYEI_I<;/P?1>M_?/[YIZ>WNOG:'HNB\X2'<[OQCUUW60=!FQ^+ M*FMG]:4X"\N^;JJL$Q^;0]!>FB+;J4G5*>#S^2*HLO+L@X=U,\1'O=^7>?&Y MSE^KXMR!DZ8X99V(OSV6E_;=6Y4/<5=ES=?7RX>\KB["Q4MY*KL?RJGO5?GZ MM\.Y;K*7D]CW=Q9E^;MO]<%R7Y5Y4[?UOIL)=P$$:N]Y%:P"X>GY:5>*'TVQW_B?V#J-%W[P_*02]&]9O+7D_UY[K-]^:*GKKU+Z MVTX.BB[;Z4TJ7OY:]M M5U?_@8BA*W#"T4DHHD<[G_%ES.+%8R\!1*0V^#GKLN>GIG[S1->(-=M+)GN0 MK85GN;/(N3.Q)3GGDYRDI@IU*\KQ[9DM>?04?!,YS%&T!9&X!*XBKBM26Q'. MKY)`!'B-4NS=C#(45>S/_WN4)5]=W:N-;$&R5'F6.TO)@!:`2`T-X/[" M4BQ*3'8NTA,;2X,HNBU-!K2EHS%+2_'&%[NX)ETLO3"6!E$"A0O#%=/M*;7S M^6IQJYL6F&@3FA/9.H^+(B=9`29Z`%L0+52`'SA?&JV5:G;&5\O;#K4(%U,B ME).L")=&A""""!EC6XH<-#2*R-!G0EEZ-65J*K5W?T@F7,8@BU2]A8G8+M?+$T$8S;%$%\=T(IV)/'48M8ZR'TH\O-37+"L[L9%2YDJ>9W=F3W!S<3@PH MJU.*H!^*BBK24'1$SX]DY_#E@;3B+X6DR6=&>(R5(B/Z\J,0S08Q&E6.G@$7 MIE$/:A*>Y:G&OMZLA@:5N3ZFJ=^H!S>)S&P0FE'E"`YTR3!+C6DLU.^/DF*85 MAD]BM)IEA6BV-*K,QH"6=ACUX"8QFL,96$DL.J)G2/)S,*4YT%;\O4=I5-'E793FHRBMU%;7F(V-*NB:V,A-BE8\ M)2["Y:WO]<1,0K7\TO<8U:AR]/4`5/-)J%:SK/19?4UI;*(V'\5MI7[(;531Y5W51LZP`36JCJK^['48]N$G4#@=1&U40G)T]S1P[LV

V#V M>MEM?#':AJ`BW45']#R-8GTM/RR1RAX/(C2IS?3B1.(QZ<)/('0)U16O0^ZY);E2YDT?)?OO*J\=G M;R6I402.!I$;571Y%[FC4>16 M:JM&UN[AYP\H09(P\UR"7L#.EA$Y6>JIF41O^7CD\;D;57?Z"-P,Z*-)&(\& M81Q5$$0P`S#[CJD1`;)![9Z+]$M;!!^8U!D1*_G**)'@XB.*MKJ+J)' MHXBNU(];':"-!5HD!JY2]`)V'K,;]+7,Q).XKF99(9H%0E7_.<5AU(.;A/-X MT!D<5<[\:?8[^9O$\KB7Y48)MZ@B'49']$R-8GD\B.6HHLN[6!Z/8KE26]UC MLAQ54"#6\S!2$]Q[&CD)YO$@F*,*@NP[NNB".X<"\9;"A$.!FF6ETFHD0#X^ MU^UY*(EN0-#S5!+>?X#7`ZJB.11I<3JU7EZ_RG<;N'B\=AV%]RZV;+WE\@FV M,9Z*]S'4>'`UB-J(`/77U1S^Q?ZDZ\ M"*'^>Q0OOA3BX?Q\)L3[NN[>/\A7-JZOTCS_#P``__\#`%!+`P04``8`"``` M`"$`^\J8P:("``#(!@``&0```'AL+W=OTJVLJ. M%?B1:7RY_/AAL9?J3C>,&00.G2YP8TP_#T-=-DQ0'=7"EEDI0`TNU#76O M&*U8>\P5V_QD'7-2W8MRYU@G?$FBK74`+]N>*^/;J)\BYV@ MZF[77Y12]&"QX2TWC\X4(U'.;[>=5'330M\/9$++H[=;G-D+7BJI96T"L`L] MZ'G/LW`6@M-R47'HP,:.%*L+?$7FZPR'RX7+YS=G>SWXCW0C]Y\5K[[RCD'8 M,"8[@(V4=U9Z6]E34!R>5=^X`7Q7J&(UW;7FA]Q_87S;&)AV"@W9ON;5XS73 M)00*-D&<6J=2M@``OTAPNS,@$/K@CGM>F:;`21:D>900D*,-T^:&6TN,RITV M4OSQ(G*P\B;QP02.!Q.2!I,XS:?O<4D.+G`\NL1!/$U)FKW.$OJ^7$S7U-#E M0LD]@JT'Y+JG=B.3.3C;?";_S0>"L357MLB5@EK#3.^79$IFB_`>)E$>1*MG M1'F4C47KH\C.$(A.6!#5$.OY<1UQK/@I3AR-[[1Z3D3(6+1^131"A+2&B#:Y M!/;GRZBV"'08G9++)V.&E9=,W`ZR::\')T8`DS'`RS>VX@)#?Z<;DVG\I/V5 M%^5NHFF2C\'6_JH#&W'`=AD&\3*'%9]QQ.,[K;QH$($_04CFT))@]NGB7\T( M)GL/C!6?P21/8+QH`.-/S#Q*E@734X$G\2\C_Y3U=,N^4;7EG48MJR'\*,BA M&^5?17YA9.^V[T8:>(6XOPU\,1@,/PI`7$MIC@O[H)R^0>\D(FU=-BZ:.6[#AEJVK3#<>O^ M\_?3I]1U&*^&INKH0+;N&V'NY]VOOVPN='IF)T*X`PP#V[HGSL>UY['Z1/J* MK>A(!I@YT*FO.#Q.1X^-$ZD:N:COO,#W8Z^OVL%5#.OI$0YZ.+0U*6E][LG` M%CZ/GVK:CT"Q;[N6OTE2U^GK]=?C0*=JWT'< MKPA7]95;/MS1]VT]448/?`5TGA)Z'W/F91XP[39-"Q$(VYV)'+;N%[0N$7:] MW48:]&]++DS[[;`3O?PVMTF"+ZI!B]LU2%D]?OYN(H4 MBTR1068*R+\#,1'%/2+T34AY#TD7*XPP0C.,]^4+,!2.9A_&B?GJ7&'D3I`& M%O9`J0T84B#WNJ/O2Q'@K0MQWC*)<6I)49A$%0."6O?M@B@,2)2B-$H#DZ4T M($$:8M]?($8`L)$>#T"`S0"@7F/SW;D"Q3*"Q`\R;,X7^GR$$K0(4\6KSR,_ M3=!MO2$\_AGA`FP506357ZXP6A'8`Z4V8$A)3"GB,/AX6XE%II*U3[>-`Q"+;6RNG MN<)HWMH#I39@2,I,2>]O,`&V/;78J0CQ*K?@L=$,-Q;,V7^CR._&!) MFB$(<59%RW&LRA,I MD/(RB#"R#K/"`"097JQ2E3G/8WE69&A)E:E33/O%9?+S0:@KR`K"*I`-Y_;U[+L)I#AV"ZTUZX[/:U/!3MM#Z51XCLZN90=/!K\S)K3TU9 M;/N+#ON9,9\[LT-1'369X:&Y)4>]VU6;,J@W;X?RV,DD3;DO.AA_^UJ=VG.V MP^:6=(>B^?QV^K2I#R=(\5SMJ^Y;GU2;'#8/Z1(S\%S7GX4TW0H$%\_8U5$_`W\VDVVY*][V MW5_U>U)6+Z\=3+<-=R1N[&'[+2C;#3@*:::&+3)MZCT,`/Z?'"I1&N!(\;7_ M?*^VW>M",YVI[23Y[+MHDJDU":;M[:K#_])D3ZDDDF,(8D)HQ_BQM3P M;-UV[LAB#5G@\Y+EYB'`8/O[@,_+Q7??AS,D<=4D=]\'+*U^*/!Y&*[[T.',I*S"C,SIKGU3F:R1OJ2"XJN>'ILZO<)K&.H@O94B%U!?]`A M];G89&E@C`T/;'U6G`>6*V`&;EXL!1>9I29,W_7U M>W907(4=]"P\@B67&%BQX@J8!A^+`BXB?RCD"MW3YSA-Q$4FD<1<`GETG">Y M*B(WEEX5F3A3QD4DS9HKZ)AS+O'LR]]!\PQ;(YKGC^=7J&$G5HK?,IQ+XK[4 MEU)C]1NQJ/T5!0$%(041!3$%"04I!1D%:PIR!2!/8*._PQ.A7FC@^+@AS*DG M4N/V>XKAV+1\5FK M:MRV+)]LBBF*FP;-GZEQW;<@!2Z:M2J`3DWWR2K,58%N>H9B$9H[>,ZBN1./ M@A_O6^(J,H>>3L:XE"*EL"D(*`@IB"B(*4@H2"G()'#Z8OJD>W3QKW'AZ?@))\55V$G+)`-82HUB)`4!!2$%$04Q!0D%*069!-)(W3=< M.N-K+/`LDZS+'`E,Q]/'A86\A,8->?GQ+BO4V$.=/KB64J-X2$%`04A!1$%, M04)!2D$F@?30-2U_?,ST3X.U&G=,]K3(U;AEVO9WBE$<"]4.[V,#A1H;:)GD M*;J4&K]?1?.I2<:]PF&7[`6!&H93+*GP4`W/IS;YVQ$.T^0Q#CLD>8+#/DF> MDC#>:#,U:DP=@TBI;T8"1D)&(D9B1A)&4D:R@F?F_,Y MZ6G71&&[%C$Z1XH/JU*<951C/WY`ZO+H@PXMK,481*-]*T8"1D)&(D9B1A)& M4D:R@7R_UT"":\T&$GS0;>CBM'&'F_)P`IY>CH"62:9RV>=<:*J;\K*1!$P3 M,A(Q$C.2,)(RDC&R9B17"5['X@RA&G3C.I9'#[7L+).<)9?B6V)8[*,M*T8" M1D)&(D9B1A)&4D:R@9PW0YU\U[=&<=NQR/WD:D9LHC@]_(2)\M"!322#6NI2 MI)I(2<`T(2,1(S$C"2,I(]F%B&]5#9\,=XW"IDNV]AR'C;$KQ7Z*L\1/^"F/ M(-A/Q'DY(XN9D,A8VIY4*C,/ZC!S2BIM^TB7=Z MH[5P@ANME;,J7]C)MR>'LGDI5^5^WTXV]9MX&6?`Z@S=W M_8^O\*:VA"^+X;"L379UW9U_$7_@\N[WZ7\```#__P,`4$L#!!0`!@`(```` M(0#JO.+`%0,``*`(```9````>&PO=V]R:W-H965T\ M).![?'SNN;8OR]N7MK&>"1>4=2L;.9YMD:Y@)>UV*_OGCX>;Q+:$Q%V)&]:1 ME?U*A'V[_OAA>6#\2=2$2`L8.K&R:RG[S'5%49,6"X?UI(-(Q7B+);SRG2MZ M3G"I)[6-ZWO>PFTQ[6S#D/'W<+"JH@6Y9\6^)9TT))PT6()^4=->G-C:XCUT M+>9/^_ZF8&T/%%O:4/FJ26VK+;+'7<R(*,!1H'#]23`5K0`#\6BU5.P,,P2_Z_T!+6:_L8.%$L1<@@%M;(N0#592V M5>R%9.UO`T)'*D/B'TD"4'^,^XZ?1"A:_)_%-8IT@O=8XO62LX,%FP;6%#U6 M6Q!EP*PR"_^9&:2DYMRI27HJH`54XWF-$B]:NL_@87$$;0P(3L``\J>(_!(1 M>`/$!8LA]KC*`*O[=_Y-*-6FJTD\'>IW(QD`2[;/*+!\-3`2`-6,!;R^L MP%#B4>9!&,Q6-ICPO/)H8+)R>,W*"KRR(8G!<^2=+34Y&TRLRY:$_F(J+)^$ M4S\[X<"3U6%:.Z'P2RTJMA+DF%9+3H?A^'N.]=QHFIQC2H%GJLZ M9VN\,ABC*DB"N5?9$U6J M+XU._=O;68'GJF9.;`S&J$+HPJA).!Y5=Z(JO4:5`D]5P1TTEV5`9J_[03H_ MA=`S%(F)HV0QTFV$F8Y@+LR6\!W)2=,(JV![==O[4/AAU#2B#7QZ;V8X]/KZ ML:F-!\(%96UJ.I9M&J3-64';0VK^_'%[%9N&D+@M<,U:DII/1)C7FX\?UB?& M[T5%B#2`H16I64G9K1`2>44:+"S6D18B)>,-EO#(#TATG."BW]34R+7M$#68 MMJ9F6/'7<+"RI#G)6'YL2"LU"2"D3,T;9Y5%)MJL^_S\HN0D1K\-4;'3)TZ++[0ED&PHDRK`GK%[!;TK MU!)L1HO=MWT!OG&C("4^UO([.WTF]%!)J'8`AI2O5?&4$9%#0H'&<@/%E+,: M!,"GT5#5&9`0_-A_GV@AJ]3T0BN(;,\!N+$G0MY216D:^5%(UOS6(.=,I4G< M,XD/ZL]QUW+CP`G"_[,@K:@WF&&)-VO.3@8T#;Q3=%BUH+,"YHLSK6/P^C>K MX%&1W"B6U(1N!Q<"RO.P<6+;6:,'2&I^!FU?`$T1NPM"95#Q9J,%!(('U9"+ ML>J7ZW`1I\!*W(5UJQ>`>U#KSH0L$9X]A61+2!P,D(E8[RUB%1C:8Z3-\[V! MM\_*5F/\P=!NOI"-%B92H,+CO*EJ>W`:_IT_M2DUP>^0+M^.9Y(T)M*EM^-@ MEJW=-)[$R71_-H[[3OSL>"(?#LO;Y:M-4_G0F[.";S7([_5'R2RZT]&PC_JA M-S.?C<.>XX>#MXGX\#WBU::%^.?LZ'[0("W/<4)_+G\2AVD1#0+U*1O'(\]] MKLU$?_0>_6K30K\_??]6@W3S)$D2S_3MQG''==S%61P#XB`(GE^@'>C!KN=> M0_B![$A="R-G1S6T7:CKL#K<)S>N.E^S]2W<,_U41D,`YGR'#^0KY@?:"J,F M)5#:5@1-P?5-H1\DZ_IINV<2)GS_LX(+G<"8LRT`EXS)RP.\&`U_$39_```` M__\#`%!+`P04``8`"````"$`#'C=:MP%```I&0``&0```'AL+W=OS?=RA2$CGC)G+W81,?'8[F##D\-+/Y^IZ?O5=95EEQV?KA:.Q[ M\I(6^^QRW/I__2F^+'VOJI/+/CD7%[GU?\C*__KP\T^;MZ)\KDY2UAY$N%1; M_U37UW405.E)YDDU*J[R`D\.19DG-7PLCT%U+66R;P;EYR`:C^=!GF077T=8 MET-B%(=#EDI6I"^YO-0Z2"G/20WY5Z?L6K71\G1(N#PIGU^N7](BOT*(I^R< MU3^:H+Z7I^MOQTM1)D]GT/T>3I.TC=U\(.'S+"V+JCC4(P@7Z$2IYE6P"B#2 MPV:?@0)5=J^4AZW_&*Y%M/"#ATU3H+\S^599OWO5J7C[I"J*9T7]ME<0#`[(:-',P.^EMY>'Y.5<_U&\_2JSXZF&Z9Z!(B5LO?_!9)5" M12',*)JI2&EQA@3@?R_/U-*`BB3O6S^"%V?[^K3U)_/1;#&>A$#WGF15BTR% M]+WTI:J+_!]-"DTH'61B@DR[(&$TBI:S<#:_(PJ\KTD%?II4(,HTFBV6]^0R M-U'@9Q]E:"Z!KDY3;);4R<.F+-X\6,&@O[HFJA_"-41659[`7.F:='7_K[)# MO5601Q5EZT/KP?`*ULKK0[A81IO@%28X-:3=#9++B%N&FDT5EV&`:T!/DF(( M"PA`4J<+IMW6=7O5M.DKLDJ_?>].`Q"[TX/$Q)0Q&;MJ&*4L9RZ%4PK4;>*2 MQ"W2>-&1'-FP8&W9[71^+%\-@FFWU(;SY;1[03,5.TV:=C6*,<`PP#$@+,#) M&MKK_JS5H*:]NSF"VN&L-60EA#'!G0W_?+4(.( M#+1.=IHTU9V%\XG;I^WR91C@&!`6X$B`+<"6\/&Z4622^MPMUDZ3YDWJ\_F- M18T!8@*-GX>H9U@]J$-'5-YSN!TW2NA8SLDCB3YXS_=S2 MA`%A`8XF=<*QMNR/YTB1B98EFB--ZG.),<`PP#$@+,#)=N5F.VP&U*!/=R1- MLK+&`,,`QX"P`"?K$#S0+K)*>PI-\W&QFU&DVBM4;<."7<3:N59HS<<=J^MJ M@G"""!MQ!2FC'+QJ0FVKX#QVBB$6HEGMMN0^C4V,?GX803A!A(VX`I0-6@*& M+:10FR<2@LQ\9UAFDYJ%M)L=QFHZ)0QF&+H8:#)Y]["=3&$CKDYEDO?KU-:* M=**3Q"ZT#+C9Q6*",()P@@@;<9-7UGA_\MI0(;E^M=$#2&C9KDD>(XQP.$&$ MC;C)*U.TDO^DU[6%HHKC\X?ZQ@([6=\$,4$803A!A$'T"E7KTUZ`K@IEA<-5 M:.-$*O#Q([3LU90>(XQP.$&$0;0*?+9R52CS&ZY"6R52@4\BH66H1@5&&.%P M@@@;<9-6'F@E/7"+TL[YV>JW_-4DCQ$68H031-B(F[RR0I3\`,?3!NI6?DD< MK[59J\$7*W2BBL.6U6Z2C""<(,)&'$$1LO"/V[EA8^M>8<MIRB6]:-OWCN#*NU;J*D=?9>"49X%Z+E"!MQE<#ZP&M+ MW3)\,B5J%)D2?':--,OLC`MW9]2=XE)N?:5CAG+;O;N'O5+]TF9;=Y4JAT5= M-$"I]F4(VAO@8H6[*-*L6?-5:CJ9D@8RA-YL&$$X082-N%K^EYE'VI0=+4O\ ME75G6'VJ,4$803A!A(VXR2,S']@\VJX_V8O5U9]KZ@1A!.$$$3;B)G^7ATM%N_>[@J[O)PN$N^T>WX)&)8M@KBX83#":)N MKM7;]"W/#&T)6H6^F=:7I;DLCS*6YW/EI<6+NG6.H`L[M+L1?XS4_1C"=^$: M+C(!#[H'<%%]38[RMZ0\9I?*.\L#A!R/%K"P2GW5K3_4Q;6YHGTJ:KBB;GX] MP9\D)-Q\CD=`/A1%W7Y0+^C^R/'P+P```/__`P!02P,$%``&``@````A`'F5 M\VP4!@``]!T``!D```!X;"]W;W)K&ULG)E;;ZLX M$,??5]KO@'AOP`9"$C4].J'J[I'V2*O57IXI<1+4$"*@MV^_8X^;^!(GP$O: MV'^/QS/#SPZ^__91[;TWUK1E?5CZ9!+Z'CL4];H\;)?^/W\_WV]#]9ZW][^/67^_>Z>6EWC'4>6#BT2W_7=<=%$+3%CE5Y.ZF/[``]F[JI M\@Z^-MN@/38L7XM!U3Z@83@-JKP\^&AAT?2Q46\V9<$>Z^*U8H<.C31LGW?@ M?[LKC^V7M:KH8Z[*FY?7XUU15TP[H_2)P7 M7[;%%\M\519-W=:;;@+F`G347O,\F`=@Z>%^7<(*>-B]AFV6_G>RR.*I'SS< MBP#]6[+W5OG?:W?U^V]-N?ZC/#"(-N2)9^"YKE^X],>:-\'@P!K])#+P9^.M MV29_W7=_U>^_LW*[ZR#=":R(+VRQ_GQD;0$1!3,3FG!+1;T'!^#3JTI>&A"1 M_$/\?2_7W6[I1]-)DH81`;GWS-KNJ>0F?:]X;;NZ^@]%1)I"(U0:BB04^YEW^<-_4[QY4#@V0!EOG*IA"?RRN#)?$QW_D@ M,134+:3C[8',DN0^>(,8%E*T0A$\`B<1U169K8C"DR0`!T]>PMI-+Z.;7O)! MNI=T?C(O%K)"R4S$F:\L4QHT!R`TJ@/7P\/%D&)EY61&S?"@*#Y/K31H4\=# MIN;BI0^K.`4=,C,U5HVB5"2.IDF:Q+&NR#1%&,^3&3DI-.>@?-6X\/*YG1@^ MR'22IJ<),#4HF@HG[^(TGNG]F=8_"\DYOIJ#TS$.\D&F@XGI((K008@B3>=& MG#--$<;PH)X5FI.I[N3UZN)BT[GHG!Z,'HJ4ZE(:M*GY%J4\_]>GYN*;A8TB M96JE09MZ/F1J+C97;14VBF)1,Y%9T]B)^4ICZB`-`:RH`>E7T6*4Z9Y5TE*% M_IWG%QG+')U:Q,@%6M]^W,0HTSFKG*7*$3S9>S-ZG)^]RXD@;75:1<8NL9(J MI:#4%CT^G*']IT?BPJ<"2XO31.&RS)32HD\_"-6D%ZNE"@,_G<;&#I9I_83. M'1CDIQ4U,CW+NA>IA>VE[RAK-&%VZG$;!6G2B])2Y8Z?"NDK\3,0W3-^EUB= M&#O9BBALEA6FM.B1&H1KTHO74J4^7RYBDT'(%FJ+.^Q6RI,NL7\^3HU)T;Q6R*9V,=C1:SIJ*DRJT[ZXX M.8K:]!*U(Y-;4J56F8O:=!"UA?KF*5NJU.E=U*:#J"W45HJLU6NG:3(U?G]D MT@JF<):Z?IWQPZOZ^/?;5L4HTT6KU*7*746ZP%U%T2B"BU&FDQ;!I0J=I#&) MC%^YLA]YD88.B$<&Q'N&\2+,S8=1V.:G._Y:2[PC45LT<$6#8"[4-^M+6T&V MS)C2HJ=I$,0CQ+.1'JNX=8A;9V]I!CH' M43Q&&L.G`@+K)8I4J=.[*!X/HKA06ZL_%ZI(P$JJ9(+2)(R4-[$R1W@PEY(P MFD_#\\\:/3ZC:![WHKE4F<"6+O:@.=R"C3A0B5%6%(W=;B55IWN#2U%$I$O) MQ2CB)1O>056LV;*,[?>M5]2O_`*-PKO;4RM>[JW(8D7YZ<-HS^#23[0'IPZX M%/7W=<7?B]XNJ]]^!\``/__`P!02P,$%``&``@````A`.,H=(@1"```4"H` M`!D```!X;"]W;W)K&ULG)I=C]HX%(;O5]K_@+@? MB/,%C(:I"E5W5]J55JO]N,Y`@*A`4)+IM/]^;1]GM,5^[?/&/N=Q MH'[Z\.URGGS-J[HHK^NIF`7327[=E?OB>EQ/__G[\\-R.JF;[+K/SN4U7T^_ MY_7TP_///SV]E=67^I3GS43.<*W7TU/3W![G\WIWRB]9/2MO^57V',KJDC7R M8W6Z255]>;P^[\G*34[P4YZ+YKB>=3BZ[Q]^.U[+*7L[RN;^) M.-NU<^L/UO278E>5=7EH9G*Z.1BUGWDU7\WE3,]/^T(^@5KV294?UM./XG&; M+J;SYR>]0/\6^5N-_CVI3^7;+U6Q_[VXYG*UY3ZI'7@IRR]*^MM>-AJELV011$+*)R]YW7PNU)33R>ZU;LK+?R`2 M9BJ8)#231-*]Z0]GX3(12>J?90Z.]`-^RIKL^:DJWR8R:V3,^I:I'!2/3R4=28SZJ07JH5-=R.[X^BV4:/,V_RC7<&=$&1+($WD4A56QM1=1- M,I<&WUW*9^$B"1>KE"JV1!'$ M,M4Z!3$ITQBOCS(9]Q9(FT9J$#>9"FIA`Z)4FWR0+H,(>=#IN*62(%JE0;?: MQ&;Z(S;5(,LFR^4-B&)MLTMB\.?N(\86U-AP?BDQ-92@!]8Q-Z"!90MC5%=@ M"7>+%5ITXDJ=7PP._M13@Z@[L8QXZH$(93]J(!96U,+PPBBQM_!`A$*C!A): M2,+<__AZ%']^J_2,"O)%L-79FE[8/1'V;8]PP-M?=7H4-XA"0/X8E3NA>SKI MZBF4LN0980X`3,&5\F(3H.HQY^ZDYA1LD;GAM!*`9FS*+C@CZMM1F,*[HPSV M'E\NRL4`1!6'8<]0)QNIQ9YT>Y:\ZS.4'$;IL$LF03P>] M1Q2@"]]V`;:X5N]^_+@3[DZZU7=Q70"B/078T=P3'EZ>/<47@@J'1RTTO,(FJOUQ[YDAP!;OC.-%TZB`C5'* MWL*WI+O+)FI/`939\V=S"-BE]JRSSJCIN;N@KKY*LM=.DJL.H-YC&**$S0H4UM,DJ/S&N; MUO+G`?Z]+@05F)!'GW?94LDJCI=)SRMQQ&`^TJ@+ZM;YI^=6WQ]H-L,[>T\G7<6[4!\! MLO$;@Z/\6JXK3V*YY!M,NI,.O]37#YT!D?,,L)@%*EP+J(7:8(SWU``@V5>* MH,+A40L)'SO([2]%/8H#R2I%HX(<7Z6I2+I"@_PABB2,DK@GPV/&\'$9KD=Q MF]9):%2F%-T^`>E&,FB4@7VD437*,LJS*@:5NQ1[.NEF*R"CE_CA7(L!W\.E M:$0]GMH#@+*#>F)G@<>3ZPR(^4D8@PKE/VZAX1GC/>&![9[R4]^+Z$\NN(6& M=Y![1/FYR&V7'Z@@:9-P)?@Z;6.LB(-EG'0I1VTRAH_,:IOECI,P!M5[;;E\ M$LF@40?4_5]38Q?4K9/0J'I2O>7[4*K?A?H8D.TIOY;K-*RAJ[N3[&S"^#^< M_UK-.15W!ZR.NS$J5'ZXA89G7/>$!PQ[RB\!%0Z/6FAX150$1)77_O)+@,-X M9QP_NAB5.UU(IQ`]/[HDBI_,GC^;]2B^2=:I9U0]]D:`.V'@'L<$/$!^CZB@U4.#QJH>$=;!Y1;"XV6V==`BHX1,)@F81=29D=&@'H MA`%Z9$K;H'8<;G#_$>ZT^((7JO+(? MY($I>"_8CJJ#41P)-R$Z@H6:]_*"X6Z??[> M(>_SW;)C_D=6'8MK/3GG!SEE,%O(7:S@1B!\:,J;OG3V4C;R)I_^YTG>W,SE M[;)@)L6'LFS:#^K.X?M=T.?_`0``__\#`%!+`P04``8`"````"$`M8?2E6$# M```*"P``&@```'AL+W=O&ULE%9=;YLP%'V? MM/^`>`_@D!`2):F:M-TJ;=(T[>/9`9-8!8QLMVG__:YM:(RIDBP/A(]SC\\] M]W+Q\N:U*KT7P@5E]1[I,Y83NO]RO_]ZV&4^IZ0N,YQR6JR\M^(\&_6 MGS\MCXP_B0,AT@.&6JS\@Y3-(@Q%=B`5%@%K2`U/"L8K+.&2[T/1<()S'525 MX3B*DK#"M/8-PX)?P\&*@F;DCF7/%:FE(>&DQ!+TBP-M1,=69=?059@_/3>C MC%4-4.QH2>6;)O6]*EL\[FO&\:Z$O%_1!&<=M[X8T%U+0QUS=@N!P$/V@*_"#>SDI\',I?[+C5T+W!PGEGD)&*K%%_G9'1`:. M`DTPGBJFC)4@`(Y>155K@"/X=>6/86&:R\/*CY-@.HMB!'!O1X1\H(K2][)G M(5GUUX!02V5(XI8$_EL2-`[&Z11-D\LLH5&D$[S#$J^7G!T]Z!I84S18]2!: M`+/*+`9_/LX,4E(QMRI(AP):0#E>UBA-DF7X`AYF+6CS`:B/V'8(93W(>=<$ M-MF:SFM18%?+..JOM!F"QGW$=HB(3R0]=>"2K>XZQU00..M[)\>2=-+7L#$@ MW[_T?N36ST1H[WI6)7UMUU5+!3D:DWGL6&9`CF5. M2;<=R+5LUI=UWC(%=N2D2>K(,:#.LFD0]7_H?N0DL#410\O45\L:">>U*?!` MV]S19D`S7J=GD?/>;%I4US=1$+EMTB*& M?8+4S+RZ431Z4!)GL4V+LMTPD_F#Y=5TM):_LBAFIL+QY,IP$B-K\IK99]_I M%T5-14O&A:*8&7JI*`;5%>6:^0?;']7QEDUF-V,^]@W>D^^8[VDMO)(4D'H4 MS&!D2-?I#NF,2]B#Z]`![3@)?_"@`<,&8["[4/'O?Q:[_`0``__\# M`%!+`P04``8`"````"$`Q2B*RX<&```]'@``&@```'AL+W=O&ULE%G?;Z-&$'ZOU/\!\7Z8W<5V',4YQ;Y>>U(K555_/!., M;73&6$#.=_]]9YD%[\R"(7E(XF5F^'9FOOG`^_3Q>W[ROJ5EE17GM2^"T/?2 MKD7YM3JF:>U!A'.U M]H]U?7F3`F7Q^77M\N'I,@O$.(U M.V7UCR:H[^7)XY?#N2CCUQ/L^[N(XJ2-W7QPPN=94A95L:\#"#=#H.Z>5[/5 M#"(]/^TRV(%.NU>F^[7_(AZW4>3/GI^:!/V;I=?*^M^KCL7UUS+;_9Z=4\@V MU$E7X+4HOFK3+SN]!,XSQ_MS4X$_2V^7[N.W4_U71DN($`."WEV>Z-2`C\??F[S7;U<>UKQ;!?!DJ`>;>:UK5 MGS,=TO>2MZHN\O_02)A0&$2:(`K0F^LRD`]S,5^,1YDAHF:#G^(Z?GXJBZL' M70/WK"ZQ[D'Q")'USA:0'\31[75HJ[!''>1%1UG[T.[@7D%]OCV+5;1ZFGV# MI";&:--C1"VVK86N!>#K0,+6;9#]:6^Q:&.-19=!@]O@`L3NP$EV7]="A9T) M00(ILI'H="E(UWU$VFGMPTTZ`&(E%MT-$"4:-4W<+&RM!0(AONG"6%,[]K&AC"D.LYFSC&S0:PH%771Q:=2Q*W\>A MC1T<@N4#C89PX%47QXKBF%8>[>3@87S=H%%S1^P0:X%TB`!NVKG0&,;)TGB- MLL5862CL%0I##[;))1$X!NUYX3+&&+4UD8'ZY0-+TY;9/`2+%?F);!<*6$]$ M"_"TV@F-=8%^Y<[^&N-;EQ?AFW MMI:K=[0\F_83F>J._:7+5&NP&YBXTL)4@:)-)8>9R<1@A`"]*L#545A3W^## ME18?O)&1>;=:#>*33"CNXVNL'97B!#565J^;E19?&`@5D0S>0I`>E$P_IA6Y M\7)0LFF[,58V2M2?9H7"T//=&J_3!H/47J-J:JQL&.C7`^-=4UZZ4]YEI#&R M"C-G<]ZU6*PFE8Y-_HFED$WX>R#O=C@1A+A%W60X3A(G""$%ZQ8`3 M6+^V0F>T68=78I+1D(P3LP'JHH([E&;Z,8(8Y_^(YDJT:A'#Z_Z2=@'3NZWC MH!1UN#VS4:HQU9E(-5=]0(-9*V^D(S_V"H71HR[C&BQ1)D8TV%C9C+<$A\)X MEWI(5SUZ&.^(AW&[U58HVH\#PUF___.I..$[`>U%A[/+\"8T>5HR*RU((#"E M#'D+(#E43$/NTZ&QIO!ZGHV-E55"L]+BDP'M=OW4.=#QBHG+"#X4AQ&Z-C%I M_M"OQ7>/P#1[3'.FC7'E:@]DT?GF!ZWL+%HK%$:/FHSS4:%00%#K"RCGVQ]C M9<-`OV:%PGB7&"A7#%P^&J.V,$O^KDKF/&H!)5T(>8VL`[^Q")F5Z, M`,1Y/T9BM&H!`F7Y=Z=;Y9A$[%EHH"^8KDQ36>7J"[#ZUGI-E3?&RJ:3)3FD M/:,>!1EG=>,U^EQMK"P8]@J%\2Z%B/`MP2Z>RVICU-6N*P,R@5\.A'B@S["= M`T6JISA[$1F7W`AG/T'LO/0:HT'$&*.]K((EQ4O&%,6L9[J%^3XU(E0`&VN/ M_AJK%@VC]I9=EH&8#);IS`A8U`D&]O:XA(2``SK[:=\!RRX'4M)1>HN'><73 M.CS,RM/RD&[3TZGRDN)-G\1).$GH5KM3PA>ICX78^@9.#YNCMEEW`0[O+O$A M_2,N#]FY\D[I'D*&P1*4K,3C/_Q0%Y?F".VUJ.'8KOGW",>T*1P[A0$8[XNB M;C_H0ZUK>_#[_#\```#__P,`4$L#!!0`!@`(````(0"WF!HL!0,``#,(```: M````>&PO=V]R:W-H965T^)&"?.9PS,QZO;QZ;VGK` MC!/:;FS?\6P+MSDM2'O8V+]_W(.[3#+>R4E#5(P"L[N+QC&!4JJ*G=P//F;H-(:VN& M%?L(!RU+DN.,YJ<&MT*3,%PC`?IY13K>LS7Y1^@:Q(ZG;I;3I@.*/:F)>%*D MMM7DJ_M#2QG:U^#[T8]0WG.KEROZAN2,Q5]IPKP@UD%+M&I%C_I^2LFATI`M6,P)'VMBJ<,\QP2"C1.$$NFG-8@`'ZM MALC.@(2@1_5_)H6H-G8X=^+$"WV`6WO,Q1V1E+:5G[B@S5\-\B]4FB2XD$2@ M_K(?.,$B]N/Y^RRN5J0,9DB@[9K1LP5-`]_D'9(MZ*^`N7>F=0Q>7[,*'B7) MK6117.""0WD>MOXR2M;N`R0UOX!V&@1'XAED(M(>(3,H>;/1@@N"!]60BZGJ M$*KZ4OCB> M?'JG,9'J&YG`=+J0C18,*5#[_\^H#-K8X'>H:!*&@U55PIW&)*HI9D&T6,Y- M0&H`?'\13P"9!BA3AF0X.E/)T:N'LF\"&325_%P=+5EC(B5YDN%TO#=;3*7V MNW*8C/MU?BWU_7Z505.ID9F\G<;,=79C/UR8^^EX/UHF$S?9>'N6Q*,C:\A/ M3/EO]ZD$F[)A%DQT[33HTA6AYX438ZD!F"^3P#0&TUY^9=04>GCKV=9@=L`I MKFMNY?0D![,/&1I6]9VQ@SM#35AWV("9W:$#_H[8@;3&ULG%C!CJ,X$+V/M/^`N$_`0"!$24:3M'IWI%EI-9J9/1-P$M2`(TPZW7^_ M91G\V[YB=;(M(.\W M$B3I);;\T@M?YFG-.-LU$PCG(-%^SK$3.Q!IM?8]KRBH#742%=@R]B*@WS(Q!(N=WNIG68%_:BNC MN^14-#_8^2^:[P\-E'L*&8G$YMG[$^4I*`IA)D@C9040@+]6F8O6`$62-_G_ MG&?-86G[X60:N3X!N+6EO'G.14C;2D^\8>6_""*"5!?$:X/XP+Z=]R;>;$JF MX7@4!QG)!)^2)EDM:G:VH&O@F?R8B!XD04-TQ:T1A!L@0YD(#9]A.]V01P@V+&$W$V6_BA+L4AGZ<5=>)G( M&B$SJ;/(;*,,:`1`&I-`<+,!+C*)15!J10&0R3&-I@G[?,8%$XM,/H'!!S'X^)C$\?7YLJLVZCR9!6X8=0$TP2*=X/T])\`Z M,3*+3*40A,R\`+B9I=0`TV`67;EKU,2;2[&%^]0$V*`6!Z9H"%**J`QHCX[U M1PM'&M]J8M'H5D.00D$9T"@0\!8U?<%AO'7D*EV'_F9K08'LW:OXV#@W)G5N M`XX]K@]!K]6-P.R>%J0(U(T(C[^RU0D)SU1ZY4&QT&EU0F;/$`3=$&MX4N(KW2(4HMG3*B:_(AGQ;' MG?$=UJ)4&HIYZS0^9,]DR)\-DUNWH!L5P@CFI,[-<.;'/(CT+3KR>X5"D*K0 M9>1>RQA^_.`>ZQMSY/?VV,6']<>WAC0\J8ME&/9(.Z/GCNVQBS,/DAJ>U$AY MAH/?)R71NG/#'@N[MW9[6!0QX65T/:JUZ^2(_O@/F;2')@T6TIW6!@Z,+4JE M@>L&:`B+5.SOL;;QT%C5$O7?8RT(CQIDZ-2H(>X<&SW#HQ_;;'*57K+^9FM! MJE3HSV-'1\^PZ`>%ZUMU?[_)T'#)D@>`H=.C!KAW?!2W/K6Z(SV.1JQ6=>#E M)F,N;;P,#)X@=<30$1*OT7C++&F]IQM:%-Q*V4E>V%7& M^$9.P'PCK'F\D4\H/M%9O4?````__\#`%!+`P04``8`"````"$`KS]0 MKZ<*``#S.@``&@```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`V`%)GH@=11-DA=`7UO!(%UHKPG;6J!6<=J5UU[T='4@^B),." M$M@X(!11VH@HH!!I0_+D#B'+B/Z?9>A!JH%P&8LPO;]`6[@-@.*V@70E2QZ0 M*$`XJ2:87UH]Z'FI%G[?VCQCC`"2M82#R@!$K*2#+DIRN7&*`"*(T[F<@E4\ID M!]$Z61T*D+C=:7:F2T].NG.$E@`"LJM4\--$TD5(^T'B M;+]2PE@H.<55]E-NT92S=9`,!D[2*H^3_ABTFE420!AF+"]-GF\0I:T=`S7' M"&WP%ZQ;ZO3TP@):*@#%7]>0]B3EP$C*6-O%=,9@+H2QL`@#R%2Z"#+F#J7` M@%#PDR!-GJ^8\M8&,ITWV`WA742,UT8@4S+EY1&),920=@A$2.OGN"X(\!7U M,G?K$K:=&A12*RLB<802TP8PGQC8!JX8WZ>-OH,JJ>#[9$KG2^0L@85@O@[9$IW1Z#NB0[=HWA(NDAY2+NT;TVF#RV#:MG(!QJ-<&.!2+LCS M?:+5UC8RG3:8#J;M4BZW-9G^\"2E<"0SK0O7`8UP+BS*2UK MO2ZURY$#(REC9EY^K0W!M#!C2[0,9H`O3.!,RH&1E"_SM!&^MI<[/3$>D1A#B6GQGT\,+`-7S)8KMZT8N?(D M9>A.$M[ZEHIY^P]3BZ;RZKAH&13T9I0PORI).F;W<$FR(N[?/E+:S+9&:(/M MX#);FA4!!NQ?!+%@Q$H"6$6%S1S/$!9A_]:(4E)$:#<:N!+ MRH$D93S+TB*'I5GR94!=M;.,?<90$H"J=L"=C0"B(.V[C')GYC9-R2+;Y$26 M,`H;@T+W&RLB<8028RXVD1CXU(B219V;W97,BD@MTI>4`TE:>.9M M(XS!F_R:UOF7DZ\G*2-WDO+5]H(L;X0OF!'FZ[B'16[+`K/S)>5`DC".9YE= MBV;2:PF9`7EZFB"BV;\"]$;:EO4C4$A$;,B$D=H0;7OH!:8 MIA4QN-6(B!D4)@;C^HC$&$J,6=9$8K9U62(6`\9MM;ZD'$A2WLRN_&R9XXWPMYV.H>0Q8`::!-/4@Z,I(QGF5OL M,#=4"Z,#`.H*'H=%?Z,R!<<(5?`D9YTDS0O!'+Z":W=ALC'^=6,,GH3;1A6> M?5.S,:A>)$HK(G&$UI59VD39`-,:T[/.VNZ7LIA')(X08@ESKFG$VE'4`2P] M,QAWH_J2<]RK`3>09$=MO7,H`88PQ3.I!P821EKDT&]Z1>#1*-IA2TI M,QB@E`?\G8Y)&WD66=AK;'ON)`$4*=I!2IQ9W@AQV^H<*I;XS,Z7E`-)RGB6 MV24.L[-4S(`&:PUS>&J-`9Y:S_*[Q/8[[5?4K38&A83+BD@ER?,5$]XI MLS8_[Q9-!=>A6P;%7Q?N,;ZD'$A2QK-,+768FJ5;!N0I-4$X2FWR?,F4./.V M:8))7OM+. MMUR??OF2/<6FE_+O*"1)K_*D?R]/N6L[ MF7S'3<%\<*V%+6``\E'''N:@CM,>ZK-<+K5=3DF78#/ZB,084LN, MV=F`KF4'!`L(PZ+]"`/DU>1"S,.,?4F7:9R8>L15/B MUGW,8`SM*+3O8Q011`[NX'W=WN7J%V/WTT#;ASG?2-UMQW/H6P8H>/&52]\, M`BIOBP1)#XM$-LO]6C0MO:UO!@34(Y&G`?NA>TD0(HO4MN_5 MW[?7]\.Y61RK-S4T>-"2=X6'%N&/6WUIGX-[K6_J8&PO=V]R:W-H965TS^^PXUC#5#TI;BFW9#O:1? M#8?/4)3N?_VQW\V^ETU;U8>'N;A-YK/RL*FWU>'E8?[?_WR]6>AP MD*;<%1WX;U^K8_LQVGXS9;A]T7Q[.]YLZOT1AGBJ=E7WLQ]T/MMO[OYX.=1- M\;2#^_XA=+'Y&+O_(QA^7VV:NJV?NUL8;H%&PWO.%_D"1GJ\WU9P!S;LLZ9\ M?IC_)N[6J9HO'N_[`/VO*M];\N]9^UJ__[.IMG]6AQ*B#?-D9^"IKK]9Z1]; MVP2=%T'OK_T,_*N9;[==7DKET:8='R4!3KJ;_!+T16/]TW]/H.L@=]LCX7- M07$'(]L[R\[>&=R2[?.;[=1W!74+T_']4>0BNU]\AQANG&B%(E@")Y'DBG6H M4,E)L@"#)Y=P[[Y+!;,8C_^'2]N)NY3Y:?C^1E8H6?9QMG>V)@W,`(3&-Y". M&K"=8*I)!"!,2\\"BO1@@30P"SJT,!X#V^EA#G=UF@2PX$K5!$)I$T,`L"%CX-T+1$ZGL%D5)>NCL5ANHF MUT9+3[+F$J%2DB-K!?W\)M6*(2&R-10/[2*(14$BC":1)&&0H=7&Y-$&K*PM2 M`H)IF25M+^XMLM5TJK-!PT'P\OF@?0KH<@K0G0A!!1F?26][L&8*;99"#:N& MAR^"\_$MBD0L>Y@:%A7RP:F<39&H++")XZ!":[B/(3^X30_W$V<9:3U2=>SS M*.0"P1AMX38\J(\LS!#FD87Y06[[8"K]=;N6]+)(AP!R7Q[E1WPAI>GL11;F M!\JMKV!AQB]R3URE2D@L]2Y_8R,('_"`D!TTQ#" MAF+`IEL`J$*;,A-DK^!<4H%(,GTF_>V3GP^Y<9-]KZ"*#RF$)IV*I#]M85.J M/L7_7LT9&Z:_$R%#;XSW++9FEXE8>B%`\ASRZ?A;SR(&\-3H``HMJK@0$$ M/H!NCX/[L\7^UUQ5Y'&ZBNLJPO5(:J/J+`WHY7,TN(KG*L;SX'C/J6@V8;^^ MA45)1XAMN7H93GVO@-C^Q4$CT@GP?)`_:(NQ#48:73*$)W.>Q1LN&WG3NF2')-GN&X.X_C M(^Z0PS`1,-/X6B8\N;)X&TYDH@?J7+(42ZV'+.3^(H`?YZ>.`#Z7_J..4[FU MH(UZ$?LA8"/+`84N5E4&3PU^QM2S20ZAQ=09_P9 MKP)<]M>K^;8T MQ(1U(O),Y%3.:)[)\!"82^S2SK)A2\.=1BK%^&;$Q"J%\G?:3D4V([2%V[BJ M#IA)=<"IJ`U2&;B-3]4!$]:!&,@HYN.O6MQ`.*428)WH<]/E58)I#T8&20[+ M]+0!`:/!=*&*QHFTL#C9#*'G$-/RN^\5\'2H*8@IIW+YG0D!`3F]PL"%R"5P MVIH:\H*-.XV0WW:_7*+2V%-!D-].10)&6[B-"-VW.5[[&KXXZ]L7IPOPP=>Q>"G_*IJ7ZM#.=N4S#)GND9!T^R#H/!."2S*O3A;W\^/]W\<7J] M/)Y?/MZZ=[O;F]/+P_G+X\NWC[?_\]^_W>UO;R[7X\N7X]/YY?3Q]J_3Y?9O MG_[U7S[\.K_^?OE^.EUOH(>7R\?;[]?KC_?W]Y>'[Z?GX^7=^F^V.V:^^?CX\LM]O#^=4T?YZ]?'Q]._OSP\_GT M?'I\?K7['3VYOG MA_?_^/9R?CU^?H)Q_^FJXT/J._[#=/_\^/!ZOIR_7M]!=_=(U(ZYN^_NH:=/ M'[X\P@B"VV]>3U\_WO[=O?=NW]W>?_H0/?2_CZ=?%_;_;R[?S[_^[?7QRW\\ MOIS`W3!180H^G\^_!^@_O@03/'QOGOXM3L%_OMY\.7T]_GRZ_M?YU[^?'K]] MO\)\US"D,++W7_[RI\L#N!2Z>5?4H:>'\Q,0@/_>/#^&V`"7'/^,__OK\TQ='E[\_#S/WUX/?^Z@;"!S[S\.(8@=.^AYS0RY#&,=6JH,,;0R=]# M+[$O&,4%)NB/3Z[;M1_N_P"G/A#H@"!8%"-((OJ$"!X,_7IFN`?"`VOPA69= MPJSFYR.1#`])DD4G"1PR$(GH+:+<28BWD'T]0,0P2CF,>?H!#('#W%&005F'ONT7DJ`?SQ%L8YSF2WVRLN"&IC-!15XPJG`J+G M"&C>M5TC^_`VJSHV^%NQA%:UG'\"2?=T5\H,/B&DB^::N6Z=&UW.`JYK" ME97LPG-$715M-TZ6X-YLX1[`DGM3C<&%08`8%@3:X-&`H[LK=LVN'J=&<&NW M<`M@R:WN2NF4`V+HDQNW+SO%OA>(8K\OS?I"1!R?(!ODEJ6R^1`.8$U69P/$ M(%E7%CI(>ME>J1#QV%S%&)J(VTY2#MEW.8^%AR3U9C?VCS&`&*3>EI4*[QZ; MQQ#QS"!\ZB"KN8QB?TA3'\$>*!$*.H&&-\E\O`/L2A$X&DQ>``K2T'A%R M%$%'5H>&0]7AZ:W9*0\>"(3LFV9?JQGH!:`JJ[T:OQ<`U[5L'4OR04_6DT?U M$>0UMX-#T#C_O;%XLN``[^H"_#NX7_(+DK*>'PJ0Y*=2Y\$QE8K!TAN+'RQA MMU$V8Z*1Y(*",'(KXQ=U1Y#/V M(0X03F,Q9L@%NZ(KI_@'X6'\P_JL(.`6I@'EBH^C85M#BJ&D:2%!C+-/,S#3 MZ%V^43B^4,(X3SBBE2"R?(J$"81.NRNKJBU55/<2XMJVK13$*\BNJZIQ\'(( M2A77^;[(J*-3X7L@$`VEVVOY[!6@JM42\1+0@B^&-20'`4&@`VAY"U6$I]1\ M-&80"&+)D1X;+7ZPQ#/ON(.1')5"KG1T1BG=N(PH9A!$CFZZ6LM47P@$K&8C M0Q+ANOV>;67E0()@L=6Z$/0H;WR5PJV`WF077`2+JBY;LQ%4D,Q1T@N(/DO* M,00Y8V-8MR,(-RPJ8!P_C=)L(`IG`^:B5;K64S<(<%5=FQ.O0#1=4XW^DL-X MD_@65GS=OAX_@H:!J#',>WINM'AND<0V"6J!2@@Q.NQ2ZL;P0=#XZ3T]-EH\ MMT@^FQ2RR"BDO=H@U/CQO;%XLM!4N[IB^T-),*C-]H!$C>*+JV%[')K()&3I M0JTOM,4/%BF3@F)(J)SB_+J/:)5!<[.(,T6L\$Q,$[ MF$XO)"\@(&C%U%&FW"0<$2V3C+W%)1".H*XK0.K* MP1CR6]%RD])$M!R`OXX#@2;8&D4:X(:B$J"5%*T0-3N=MRH$35"<:?03 M3TK?*G6:C]G*JI*]NB40QFQ3[_3>I!>`W-6M`,QN_ M-Q8_6&84-5RR<-5?\"OJ#DSFL$UO:GU>CEV*#8FQ^,$R1TUIV@8Q.'2IS!#(6SRV2EQ*FE;SL40A>%`[2%Q/F MH4(0KJ6R:MF;;LJH'`!74?I%JA<]%-6^G;A$J3:)5T2KM;13RG0@$))W;;=G MRD[LN7:Y&EXS*#GQHH\&I'?1.1O;24D>VNK(#.WMK42 MQ+"85\Q$1AC-K6WL.B1PF9QQ*Y1IS4TL@)HK&X@=+ M&!S+0I*C4L65SLVHH[FIK1$TX=R91C_QI"2N-',AL*U69BX8:D2E_-)U]7Y< M5A04`I([(GK1BSXBRC&\23YK5$:^2#,WLX2B#`$9I%"[EUXABM*D>H&HW:X8 M4X$->*F#W?-PA*@6"_M:4`[%U7]+ZG]@S9-PE8DQ$P_4;]0"`DG?F^ M%K6SQ<4M,@(R$A8NTA=0PDTQF%O+)Y; M9&0J&5K)"W6%Z[L]AC9)?'([U[E&/S1J+[:;1"JB9>)OS'F30)1)BWVC[YI[ M@2@JK6&>VFUN:C?)5$1+MO9X2:`YMOS8E6.+[1FV2J76;;-;JU;V6S\$RBZ9 M?J[1#XTF$C:)5&M%"KZP(`7Q0*`)EMA#MM$/3QJ6&75:/A>V&74RYT("90GU M4%[`<1N;R09,WX^4W*U:)R<86`'Q:H.Z(# MH9AT&8OG%B%=K9*N^A^TU2%=&2NSU1$2B?H.8:_42C=+92J_G)WV=4 MBGVU/_KR0"`V^<;B!XOJ^D:<&!5I+L M*2]V.755.=?HAT;#,B-)RP>G?4:2S/&.0!,^37HU+/L!;B@J'5JW@]Y;/;)O M<0F$J[]N2OV5[EX`F1>XW8(XKRTQ0^8N3G?I$>=U2-[:"80;4O:LE"7B[T`W,'7 MRUIUM>\)H<-%.G>31G56H^P!FD`SS+$7!.29(V*>>4:WEH]274:WS*M9`NF/ MQ_W@T)ABV0^6N0A1$C:?2[N,=)G#-($F6&(/8V3[";B,!B518:FM\&E&JLQA MNIM1HWYH''V:ATNV02C86^V5B0'E!=;YF+#,F]4N:5`BU!N+'RQSTZYT:J5# M,WIESOL=@F@5-5UAO@8A$;F?P$C$W$]@W$[)VGP`(USJ6>8R(,%P$'6C"SO` M;Z'#QZ:O&3AS.H/?0@N`.)Z)8'&[-\D;/J8'8C)&@LT,!'42`=F!",#<0()$ ML;!?F@E4-![OX!M9E+NW22!;H<:"/\=5J%]VYI0 M@A0^.)J`%#,I4IO4S>TR\F8O#!(,I[*`;R^K:T[P'%-U(KQ6GE]&U'`N#CQ<1O+.$KY=N"-"-XYO8`.Q7; M2&L"WR;IF\G+4'1E&S\K(,M%QG$15[5\$@VMH+HJ#A02K<4 M!U;B[%6"VR6-DW["73>VE0D)-\*0^LJU0'@,%3;V%5CGGU6L@WHPGR^Q1K$1OF9?U(R\H"`)HL99AQ(DV@3\DBD$^QV[PU4, M@Y1L8(C*(QFJ8Q@P9/J4G*E-P#"9Y')4_)2@K8U:*VSV=@'*,<#@TUXK6]E# M(+*E/01BIK9'K*[!'+UV(*A=X*IAVV!O&^!(&@.%ER6D3D$LFC-?)&BFQ8`;SX]*2LCIFKQZ%8(EQ)6OT MX03X\_8[7NA#N7J;LE&!#;[@[`4$?-N2!?($_R1@P;\Y_KS];L^V>(I_1NZ6 M3\R.2FWP<=AW^@F53;DP!4S;8EH!KR?37`Z)E3+6APP5UI!4U8X7*BOE58O2 MW=":CM-09BG_@/1NK(;!J(:%N,*[5$1#4C9IF5`3WAU:&>4U&AU1F0S..G<;(:IIU&U9JU,RE`OC$IDY^@%]CA!'/S6"H#[*_VOB!$5+CL1> M1XAR&OD,2!`,_TP&%.TS&3!6Q&`#69H**Y+P90N[.)/^I>4'OM<23R#%3(K4-K%;5Y3#F1HP#5`9/^C(X<3#+5 MTT0/K98??!1WXLH=+M75X#PSI]^A^@;C&3XOW8R8@.0/R(",13+6+^-,=0[[ MTMP-E3<8O[SH)#^F5NM'I4-K_8@B(?VH?_L"XD%.8SR3*3_?J=7R?)O:4-T- MGA8SQRU>G8/2HC'!8ID\;L52&6R2USK1*HG]AK2C.AQB92?5R#LQM5HG;M.4 M3*F.S%F+4((?"@AEQUS>F528;;4X7*881^8X9:MQI`=G*"8%LEY4&K-R3T^U M,L22L?L>7E$CA6)2DOQLIU;#,Y:]8%&YH(54)4/R,\$!*32QNP7@NS3=J`I_OW)&"2F;PY3V8\HZ76*$2 M2Y9)++1?%3HK(TLYCU.3];A,I1C0O! MC\E%XHD4"U>'A+#$<"M5DASR^P8E63NQ75*$&B'6B-@')9`I.G"X1'RM#,(9KPQ%5 M0;C3%!R"NI^6J38!TV2:G>Z0S]_`$V4`?#%10#J03C=Y1#0D1DTQ'*`$-J%DG;E.93'6)S-F%4(*?%9D!%?CMV;R5`^",\V\Z^%5(Q)3*S8#:FZN M8U$'%I,+^9MJ0$A^YN3"*T40/V."OSZP1E]B%0?&;Z4?J?B#Y&DNCGF)B,0S MB4I:X\`SF6;]"!_UAL23J2YA2_=`O4V3((T)>";4+,^0[]_@3Y0)Z4_S*H>7 MA4C^3/K"_)E,LSQ#MF<\E^(2Q8'SRYVP>$6(1##)"B.83+,$WZ8T5.5!$K4G M+%X,(A%ENA)-,./)-$LTJ`#SY$KISM21@''-R_#?C"Q MY.)BKKY%!_#6HV1QHP:@U&?)JR@>?`"9(QB5@:`C?FF*V,(WA6.:H@%636W? M@@@(?(EQW,;(`<0B#NO#@FH^\`%DSFB\,@0YW)C@K\J@+-$9#2Z!V-\T4R2# M,&P@B3K"26;>+LF2$DW%CMF),_:3"-:E_=XM=1(W6XHS?/P6S@$N;]8RWPX= MRD+(/)3X8A\3EVS#LY!_%=6@$\R]*Q-7KKB$?F<(?W\H+T*):M&:$H5>RU^WLW ME)'(#`N(K]&U6-B!A<<2<90@0=R>['FUB!0+3+N28Y-)LE>.W7:*RA26R!SJ M"<5/4<8$_DMB-\M/B=S:L$6)$GZT1_JA2H1DD%PZ*W,3SRKO*H5;RQXEBN\? M,@=]7E,B4<8'1\>#EYE)DHM5'EAHKB1'Q2&D:T>%C$S@3X]Q?8)=A`+`7Q[C M`/CBK0+`'QY;<_"*51_8&!:6%Q6)D-S-;I%02;IV^G>*0)Z+6U?IT0%Y`8!- MT+"'4G,`5+AZ+/$/<"ETF2L"46]BK\,>V&,OE/=M]DG M+XN4X2>J7*1XR3^KV"M)7P$PRAWJ@3/Y^56<7^;H&;* M963J8<%?O8FAC'_I7!UL(5IX*Y0=5A=U,`(.&!_'$=Q?OI].5W^\'C]]>#Z] M?COUIZ>GR\W#^><+K%<'E;H'Z\WKZ>O'VX-[[UT(UONAX?+IPX_CM],_CZ_? M'E\N-T^GK_#H[EW8B+X^?@M1B/^XGG^$+F\^GZ_7\W/\O]]/QR\G^#ORNW<` M_GH^7],_P@?\.K_^'NE]^G\!````__\#`%!+`P04``8`"````"$`(.1]>A8I M``!4]@``&@```'AL+W=O&ULG)W=;AM)MJ7O M!YAW,'3?925_1<'V03/_,V>`P>"%MBU#4G5UO_U9P8C(W+%66&3Z MIJO]Y M7_W7?S9_N[EZ\_QR]_W3W=?'[_?OK_Y]_WSU'Q_^Y_]X]]?CTS^>O]S?O[S! M"-^?WU]]>7GY_QQ_QU'/C\^?;M[P3^?_GC[_./I_N[3 MZ:1O7]^NKJ]W;[_=/7R_\B/'CT^/SX^>7WS#<6_^+ZF,^O#V\Q4@?WGUZ MP"-PVM\\W7]^?_7WXG9<71^NWGYX=S+T_Q[N_WHV___-\Y?'O]JGAT__Z^'[ M/73CB7)/P>^/C_]PI?TGAW#R6SF[.3T%_^?IS:?[SW=_?GWYOX]_=?/4(IA?EMMW4@?'[_B%\#_OOGVX'H#2N[^=?KO7P^? M7KZ\OUKO?MONK]<%RM_\?O_\TCRX(:_>?/SS^>7QV__W1448R@^R"H.L\=N' MXZO?5C?;8KM;,,HFC(+_3J-<_"O@EST]#OQW.GGQX]B%0?9VD,6/`W/K]*O@ MO].O/3W^]083 M&:,]_[ASRT)Q6^`?KMEV^%GY9D.7N9/^[LXZG8OJ9TR1?WXH;O;7[][^$VW] M,10=?1&4346KM*+4BN+F^I`655JT22MJK2AN"OIM&BU:4TFK)1BG2']8ERVB M!]9GB];I2(,6W6S3DE%+X'G^C=[B29R>22;79Y])=U;Z3*[H"3CZDIO3 M\N">_9)!Q:!FT#!H&70,>@8#@]&`Q`36K,3$Z[WLJK%$FC;=[EB!K]G,"AA4 M#&H.60<>@9S`P&`U(%&#!312X:7V^&=Q9[Z^@=9JQV[G93C/_Z$OV?L[O MMH<53:(R+=C=;&B$*BG87Z^NJ:!."G:[;4'SO4D+MIN"IDV;%.ROKZ]OTGG5 MV0)Z`/TKQP9_;.Z#T8#$/ZY9B?_76]!54PO*:NIKYA]=,J@8U`P:!BV#CD'/ M8&`P&I`HP)5W@0)73:VWIU7UZ&MVI][;%WMZ4DM_>#94,:@9-';$PV&_2]ND MY?J.0<]@8#`:D.A!(%F@QU6G>G`A8#^^R/OYVV:_84'^N!'$H&;0)$/>7,M, MXQ,Z!CV#@<%H0&+(O:"QT>3U.>2J4T-;NN`>?8GWL]KPY;_TAXT>!C6#QHY8 M'':TDK5MLB:6R34^!XIUH?#-5T>RE`Q:ZJ$U$*:9-S#:GV@N=G* M*9V07L@@9+0DE>6RI)U.ET4"]YJ`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`U7M5VO][24EN&`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`R6I+(.C=RCRUK)WE4.%L2:D%M(DXQ:'S%UB.:<3T@L9A(R6I-I^+9JO,]%<[O^& M(J\M>_\W5%AM?N"9U%+3).-F[__*.9V07L@@9+0DU>;"]N6+V=J5IUVV6O/: M'HJ\KM5^M3OP:_PRE,QV*B&UD"8=>'>-S]_1[9M63NJ$]$(&(:,EJ3!.[Q=. M3TWQ>L-\[8MF*Z602D@MI`DD/`&YN^1R3B>D%S((&2U)-7%ROU"3)OCMCN^G MK'V1?WC%H2CX!G(9*F:1E9!:2)..N\;[912'6SFG$](+&82,EJ3:ED7XM8_P M:=3B:!&*9AFED$I(+:01T@KIA/1"!B&C):F.93E]GW-!SNF$]$(&(:,EJ:YE,7ZM,5[>7`@UH;4R;RZ$`BM+(KS4-,FP MF3<7Y(Q.2"]D$#):DJI:EM_7FM_ES850XU7EWEP(!5:5Q'>I:9)AR"!DM"3U MPOG\];?--SX^)U:N^6S M>*'&?\R&@W$Y'8V?BZB$U$*:0,**MN(/N+5R1B>D%S((&2U)/;E(?/GKDXU/ MT$G;R*R"!DM"35P;'ZS"S2."T7K8U-TUM\ MCBR]9U"&X]:-/V,FM=0TR:BK+7^NK)4S.B&]D$'(:$EJBI/T92]`-GI3'.LP MOD%S((&2U)=2P+S1L-S3JA8OYUGS18\ZB&#D-&2U!.GY0NGDZ9F3"=:8HX;#L&ED$I(+:01T@KIA/1" M!B&C):F79=%XXS-L,ITTUG#0+<-IMF>XII::1D@KI!/2"QF$C)8D.K:V MZ:Y8&8[/MBHAM9`F&;58\1<[6SFC$](+&82,EJ2F7%*U>?BR=7CK`RZ\39]" MQCK,G\P*5;.34D@EI!;2"&F%=$)Z(8.0T9+4R[)@O/41]O5U.!19'9Q\*ZFI MA31"6B&=D%[((&2T)-7!Z??,.JRI5]=A7^,GU&YG/D'I/].X]<=G6Y606D@3 M2'R!>:!IVLH9G9!>R"!DM"0UM2P/;R_)PZ%H5E$*J8340AHAK9!.2"]D$#): MDNI8EH>W%^3A4.,OX/).X'1TOH#'_!Q)+35-(*%M=FO^[E,KIW1">B&#D-&2 M5-2O!>)M+A#?T$>%CJ'*-A!'Y$IJ:B&-D%9()Z07,@@9+4F]+`O$VTP@UF3# M8;<,I\V"*B&UD$9(*Z03T@L9A(R6)#K<'_Y(KM>O+\2G\C002[()->$^WX'> ML2FGPW'Z5$)J(B&#D-&2U!,'XLMRSD%S((&2U)=7#\/3.=-/;J=/(UX87"NJ!07.[\<>N&22TUC9!62">D M%S((&2U)W7`$OG`*^4Q+4XAN,!UWG'Q+(9606D@CI!72">F%#$)&2U(OR[+P MSN=8/,?32R7\I:_T?MLQ%,U-40JIA-1"&B&MD$Y(+V00,EJ2ZE@6>'<^\-KV MD)<&H<9?D39\>Z^<#L>+1R6D%M((:85T0GHA@Y#1DE0-A]\+9Y"&X.+FAJ[+ MQQW'VE)():06T@AIA71">B&#D-&2U`MGW3.KKL^JR0R2O_^TXT!;"JF$U$(: M(:V03D@O9!`R6I+JX(A[89OX%)O,)$DJ,>FZ&$:+3KF+!^=YQ*26FF8BF2'; MZ6`U_E/?'22]D$#): MDEI:%I+WF9#,'PXZAB*[3OO39E))32VD$=(*Z83T0@8AHR6ICF4A>:\A&0L0 MW42KKW&72C+ M!^-4EESL8GK./+)R'P_&QU$)J84T$\D,V4X'XY"=D%[((&2T))%ULRQLG\K3 MV*1?Y@I%^8Z:#L9'5`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`R6I+J<('2MLF9E<7GS]>G4LRHF;XO#_%@[/)*2"VDF4AFR'8Z&(?L MA/1"!B&C):DCEQ2M(S>5S@>9@P^8UA6F$G_!/%3-G5(*J8340AHAK9!.2"]D M$#):DGI9%H(//G`F4TF"3"BR.CBG5E)3"VF$M$(Z(;V00D%S((&2U)=!37R\*OKT\OSQ)E8E$^R\Q'XW.,O5_< M;Q'^^O+IJR78_(41=G^)*-2R;&P<[Y?@S9P1=C*"+$70QPO8XC."($1PQ@B-&<&00.7+1 MTEZN7E^'BFM7?^X30+%J]@`U_L0900TCJ&$$-8R@AA'4,((:1E##"&H,(C4< MBL^IT30L:W1Q[8M^-MWBT3@)((D1)#&"I(CRTRT>CDY5@U]PU:B1,T+#&")4:PQ`BMQ`AJ&$$-(ZAA!#4&D9IEP;FXOB`Y MQZ*?M9)DY_F$V`:0Q%60%%&^E>+1.`9\,8(O1O#%"+X,(E^_%J*+ZVR*YK]G M$,N2GO)GS@@]Q0BZ&$$7(_04(SAB!$>,X(@1'!E$CI8%:FREHBNWQ*-8-7O` M=)-,K0AJN`IJ&$$-(ZAA!#6,H(81U!A$:I:%Z^):TW4F*-EX74G7#P:QX`Q1C#&",88P9A!9(RC]J51R<=I7$/-&U\W]!V= M8X'-X]/,B*YB!%V,H(L1=#%"5S&"(T9PQ`B.&,&10:FCTT:#"Z)2V)@0U\O) MS58GG-V^T']3&W^8D&QAJT!&V!N0$38#9(3=_QAANS]&V.2/$;;V8X2]_0PB M-2Y?+E'C\ZAM&YUP82_!\%:@?O.KL)L-GM3!DPFZX<6)('CB*GAB!$^,X(D1 M/#&")X/(DPN;UM.%TRSL#VA]%3<'^I#TL;#;",9>,X,@@`"KM] M8&PEDV1C*S%"*S&"(T9PQ`B.&,$1(SAB!$<&D2.7*ZVC/XMB;8DT9MXTE=@63@6".QX8Y1C!G$)F#@T7F7#W=%I+FDJ'VLZDZI-0 MV&,$>QZ%GLMMNA5+YK&AD`>"0D90R`@*#2*%+NG^BD*?D%.%M-8?B[`MH7^8 MV2`H9`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`E:GQHM:V4N>#%9)MYSM%*\6A\SI&E&$$2(TB**#,L M?,6C<5CX8@1?C."+$7P9E/HZ[3EH?5WX"C#L56B]8>66&Q!V2\/04X*J0E"M MJ%'4*NH4]8H&16."R)%+H=;1F94[;%QX9KK9[0VC&A-WPW23*JCA*JAA!#6, MH(81U#""&D908Q"I00,L4N/JTQBNTVW:T-#-"]T$K)B.QYF!#O+CSLD!X:S>$I$<,8(SAC!F4'DS,5.VTX7AJ6PL2'&G0(!IAQ_G;ZP M^Q_&OG(_T;[S#V&,((P1A#%"7S&"(T9PQ`B.&,&10>3(14WKZ-R4\]$4XTUN M,F');G@8U9A,&Z<<(ZAA!#6,H(81U#""&D90PPAJ#"(U+F$N4>,3J6T;#4O3 MEH>G*4<]51;3X3@+T$`FZ)[$P1(C6/+(OZ#+;!86"^:)"V<\#)PQ@C-&<&80 M.7/1"[ME8NPL$WFC,4;H+$8PQ@B.&,$1 M(SAB!$>,X,@@/]]^Q4%__AC?&/KP[/9R_%V%C MQ&32Z0>-[/:)48U)MU$-(ZAA!#6,H(81U#""&D90PPAJ#$K5G/8V7*`F[(5H MVT;7\%#D)UUFD['"[J@8/`FJM:J)*-R66W&_MK'`KN(R0X$@6/(_:6X-6/(HM%-F`[)8,9\$:3P.I#&"-$:0 M9A!)0VY";SUIW=>S&J,8'WA##G&$$-(ZAA!#6,H(81 MU#""&D908Q"I<7%SB1H?3VW;:'*:]EIT0!(C2&($28P@ MB1$D,8(D1I#$")(,(DDN=%I)E\XQ'U:M+,PQ^8"QW:PQ-I*)N7&.,8(C1G#$ M"(X8P1$C.&($1XS@R*#4T6DG1>OHS!P+.R\F3/G`,Q&HD1 M'#&"(T9PQ`B.&,$1(SAB!$<&D2,7*9R@+NZ=C6'X$00V? M"#6,H(81U#""&D90PPAJ#"(U+E):-9>VCX^B4#YG:_ID%YHGYM7\7(M'S5QC M!%F,("NBS+#P%H_&8>&-$;PQ@C=&\&80>7/!TGH[-]U\$,7S,/O*+-LFKL;9 MQ@BSC1$L,8(E1E##"&H800TCJ&$$-0:1&I=5Y5C8G27#2B^HTJI:4:.H5=0IZA4-BL8$D1J72I>H\2G6ME/N&WYA M.TG_Q*\VV_6>_U1T6=@M)T-7"8(L$YM/59#E41Q\MY*_9`%[?!KL,8(]1K#' M"/8,(GOPL,B>JT\3NW[#;]ID,K,RPYH?8HZL:#%&L,8(UB+*#`M?\6A<%N&+ M$7PQ@B]&\&40^7(AUG;;A5$U["B)<>?H)1NN%=.^DYE'"'$F0,=V8P1QC"`N MHLRP$!>/&G&,((X1Q#&".(-(G$NQOR+.I]]4G'RL;MJ*,O,((RF([&ZUNEJ%;4S"@S;#L?C<-VBGI%@Z(Q063,1=XEQGQ$ML;TO;&P MR^7/^\QN@QGZ3!"4F3A^JH(RC_S(N3Z3:'L2\)!$$;5T&;1T';+O/M6SD)WG@<>&,$;XS@ MS2#RYG*O[3:7,]S';\^L_&'K2XP[K?S%X9H6&1@TL?K4,%#&").3$90Q@C)& MF)&,X(@1'#&"(T9P9!`YYR7R$W6Z*&=68+!TG(2.H800U MC*"&$=0P@AI&4,,(:@PB-2[`+E'C`Z]M&[V-.&V$Z59AO5D]'8[+,!K(Y.B3 M.%AB!$L>^3F'/T-"[[C`&9\#9XS@C!&<,8(S@\B92[!+G/G$F[03ORS!3#.Y M.+83(XAB!%&,((H1U#""&D90PPAJ&$&-0:3&)=,E:GR2M>V4N?;YHK"*9S*6 MW2TS3CL3D6-#,8(G.W+VVL?GP!HC6&,$:XQ@S2"RYD*KM7;A:\6P&Z:UAS6< M9@4ZRV3BV%F,T%F,T%F,8(P1.HL1'#&"(T9PQ`B.#")'+J%:1^?6<)]HSTTZ MDWNC&D90PPAJ&$$-(ZAA!#6,H(81U#""&H-2-:<=+A>H"3MBVK;123=MFYE) MTB6Z#,]&^NE90;56-3/*#-O.1^.5H5/4*QH4C0DB7RZ$6E\71J:P=:;UAI\B M]V;L#INAIP15N`%!!J&+$70Q@B-&<,0(CAC!$2,X,H@)"+U+CZ])6*1J9I M:\W,O,!T\T/85RF"((FK("FBS+#P%8^:Z<8(OAC!%R/X,HA\N?!II]NY5O)A M%>/-Z5OCDMU\,[:22;DGA%G&")88P1(CJ&&$5F($-8R@AA'4&$1J7,98@1=C*"+$1PQ@B-&<,0(CAC! MD4'DR,5,Z^C<=/.Q-)ENF97;A->HAA$ZB1'4,((:1E##"&H800TCJ&$$-0:1 M&I+1."\@B1$D,8*DB#+#PE<\&H>%+T;PQ0B^ M&,&70>3+1JTF^;E:GQ]&@)DY8Y%^;\[.1^-SWFEJ%;4S"C72O/1.&RGJ%1&OT^[LIMU1C4FSYX0U#!")S&"&D90 MPPAJ&$$-(ZAA!#4&D1J7+I>H\6G4MDUFNL7(FID76*[CT3@O((D1)#&")$:0 MQ`B2&$$2(TAB!$D&D227,ZVD2^>8SZ=6%N88?[)@9;?MC(UDDFUL)$9PQ`B. M&,$1(SAB!$>,X(@1'!E$CERVM([.S3&?19,Y)B]&5G9_SJC&A-BHAA'4,((: M1E##"&H800TCJ&$$-0:1&IC\Y1`'/,)-R3 M-TAB!$F,((D1)#&")$:0Q`B2#/*2WCY_N;]_J>Y>[CZ\^W;_],=]>?_UZ_.; MCX]_NC]6@PTV#7[S=/_Y_557W':K*RP>4[GG?7';Y_A0W`XY/A:W8XX?B]MC MCI?%;9GC57%;Y7A=W-8YWA2W38ZWQ6U[XF^G!_;\X=V/NS_N__?=TQ\/WY_? M?+W_#"?7O[G/(CX]_.%6(?^/E\?' MQY?X#XA[^]?CTS].WC_\MP````#__P,`4$L#!!0`!@`(````(0!H@"2?DP(` M`"@&```:````>&PO=V]R:W-H965T"L8UJC`6D:?_]/B"Q[&27OB0&SG+8L)I+:B+5\19.2J4EM;#456PZS6GA@V03ITER&TLJ M6AP85OH]'*HL!>.Y8@?)6QM(-&^H!?VF%ITYLTGV'CI)]?.ANV%*=D"Q%XVP M;YX4(\E6CU6K--TWX/N53"D[<_O%%;T43"NC2AL!71R$7GM>QLL8F#;K0H`# MEW:D>9GA>[+*ISC>K'U^?@I^-(-O9&IU_*1%\46T')(-97(%V"OU[*"/A=N" MX/@J^L$7X*M&!2_IH;'?U/$S%U5MH=HS,.1\K8JWG!L&"06:*)TY)J8:$`"_ M2`K7&9`0^NK_CZ*P=88GM]%LGDP(P-&>&_L@'"5&[&"LDK\"B)RH`DEZ(IF" M^M-Y&J6+&9G=_I\E#HJ\P9Q:NEEK=430-'"GZ:AK0;("YK.SH*/W^C>KX-&1 MW#L6SP4N#)3G99,2DJ[C%T@J.X&V`00CT8/(&+$[(UP&'6\^V(A!<*\:A"_NX:,;D@R:\ABUE_S\C`9&S`I7T";?EO(RX( M<(,$IB29]Q?XE&T#R`^#W]A=;N2#C9$F*/\PJ>_3Y((R#,;[HD+E)Q>:`FCI M&V,93<>GNW`Z]Z?D,J7#T%ETF;0ITD$ MX%(I>UZXQZ1_XS>_`0``__\#`%!+`P04``8`"````"$`6LP&3H\$``"@$0`` M&@```'AL+W=O&ULG)C?C^(V$,??*_5_B/)^ M)$X@_!!P.F)M>U)/JJKV^AR"@6A)C)+LLOO?=R8VR=C9([F^+,OPG>'CF?$X M9OWY+;\XKZ*L,EEL7#;Q74<4J3QDQ6GC_O/WTZ>%ZU1U4AR2BRS$QGT7E?MY M^^LOZYLLGZNS$+4#$8IJXY[K^KKRO"H]BSRI)O(J"OCD*,L\J>%M>?*J:RF2 M0^.47[S`]R,O3[+"51%6Y9@8\GC,4L%E^I*+HE9!2G%):N"OSMFUND?+TS'A M\J1\?KE^2F5^A1#[[)+5[TU0U\G3U==3(R9N%?G?J<[R M]EN9'?[("@'9ACIA!?92/J/TZP%-X.SUO)^:"OQ9.@=Q3%XN]5_R]KO(3N<: MRCV#%>'"5H=W+JH4,@IA)L$,(Z7R`@#PU\DS;`W(2/+6O-ZR0WW>N&$TF:J+>:AS^R,Q8;"#Y>1;ZV'4P5LL(CY0?LM M!CZT*L7']AWN#'0RE\&B8-%^@5J&$I&4V@9.#`93]'^8T&FPS$I$F&P#)P:# M:6XR/2XSBLW\P/:VRZQ$T8,R*T5'RXG!@,,SELR@QW`H[L'-K>(I$711VZAL MN;16$-]%[?@A!H-O:?)ADTVA^(\YT:G':3>9$G4IBFT#)P:#B<'\HTD;U_F- MUV";:17!ZEDXM9A@.,1'5Y.ID3\P4K1*-=MT&)F-@/7+N&)GQ.FFV MA5.-"8;#V`(;44TUPH>J20:]!K,MG!&+`198A\'C:C;JWM%D;U"M4AN412R< M^]:TB[6DVQJ<6DQ"ZU085]/@H],AZ!X%FT3MM*K#B'L63BTF,S]26"LHH/)I M+`I0W;'5+?*:G,2WI#QE1>5FXO87M9P,V[^/<,O M(0(N*OX$Q$^]O*]C\```#__P,`4$L#!!0`!@`(````(0!HZEBW M^00``),6```:````>&PO=V]R:W-H965TZS(M.V$$LT)"5._KY##BV9%YM*7^(H M/IPS,V=XQ'#U];TZ!F^L:4M>KT,RB<.`U07?EO5^'?[[S].7>1BT75YO\R.O MV3K\8&WX=?/K+ZLS;U[:`V-=`!'J=AT>NNZTC**V.+`J;R?\Q&KX9L>;*N_@ ML=E'[:EA^58NJHY1$L?3J,K+.L0(RV9,#+[;E05[Y,5KQ>H.@S3LF'>0?WLH M3^TE6E6,"5?ES"Z/9?Y,]'J/N=I'EQB2T? MK/!5632\Y;MN`N$B3-2N>1$M(HBT66U+J$"T/6C8;AU^(\N'E(319B4;]*-D MY_;J]Z`]\/-O3;G]HZP9=!MT$@H\<_XBH-^WXD^P.+)6/TD%_FJ"+=OEK\?N M;W[^G97[0P=R9U"1*&RY_7AD;0$=A3"3)!.1"GZ$!.!G4)5B-*`C^;O\/)?; M[K`.Z722S6)*`!X\L[9[*D7(,"A>VXY7/Q$D*^J#)"H(?*H@9#I)DVPV'Q$E MPHQD@8]YEV]6#3\',#7`V9YR,8-D"9%%95/HC[LR*$FL^286R:6`;D&.MTU" M$KJ*WJ"'A0(]V"#2(R)@[U,`6C,%ZDU!+#)26/3A998/#DB/T!*@=@+I374O M/1"+UB%P7/<@[0DP!02E:[TE ML#NO2[U/+-$ZLT-6A>IU369N78G#L/R;5:[2(VG$KLW!$" M.RUKF%\E,*(JO)AEEY MJ-&`?`(CJA>8#L:INX=A6^.LF3C]RWSE*Y3=Z\2PK'$"RU7>':Q0#E+#J^YW M.<$#TW67P:-,@14*!4[)+,Z&'FAM3@S/\I`+M&Z0CCTL8Z[#B\1)-IQW=&[# MND2W9[#W/#FX+(S&_7L`]W""*$>W#=,:*3':DF*_G\"D32VP3U#JWX6(CQ\QVLX10>)A@ ME%BA'-T6%O/IHSQ%8_)(K%`.4L.^[CL)14/2-['ULE`HE)@NTO3&1J*&BXDN M^XU$KK*Z;!J)0O5*SP=#UZ?,,#-/_;:)N:9,-[&8WGA?4.G^35UC/OX#)0_GJ`RU\&5V_Q!,`[SKO+@[BV[*^3-_\! M``#__P,`4$L#!!0`!@`(````(0`22%4HJ0(``/@&```:````>&PO=V]R:W-H M965TIX"V]*I26U<*LK8CK-:> $/2.)X0246+`\-<7\*ARE(P?J?85O+6 M!A+-&VHA?U.+SAS8)+N$3E*]V7973,D.*-:B$?;9DV(DV?RA:I6FZP;J?DK& ME!VX_#2) MLNMXE``*0;04!'8+W?1@4]K M`Z71F5(`S7Q_LUGTDLB)IY/WZ#KP0'=\IAM`PPJO3Y4N\]0%O>EI``T5W?H^ M.ARO3Z8##VH[]S2`@J>C.)KUI0=/PP8*!U1R7?%/O&D,8FKKMDL"K>B?AL6W M@L67^NGK7\#BZ6C%OU%=B=:@AI<0&D?7T$X=5E>XL:KS!VFM+*P<_[>&+PR' M`QY'`"Z5LH<;MQS[;];R+P```/__`P!02P,$%``&``@````A`)8)1&K]!``` MC!(``!H```!X;"]W;W)K1`66G:S+K(6O]=YI3K7( MMMVB\NAXKALZ9594-GI8U%_Q(7>[(A>IS%]*4;7HI!;'K`7^S:$X-6=O9?X5 M=V56/[^<'G)9GL#%4W$LVH_.J6V5^>+'OI)U]G0$W>^,9_G9=_=EXKXL\EHV M:8R=VP--ZN2U`@0J[58O=RO[.%JG';&>][`+T;R'>&NVSU1SD MVV]UL?VCJ`1$&_*D,O`DY;."_MBJ1[#8F:Q^[#+P9VUMQ2Y[.;9_R;??1;$_ MM)#N`!0I88OM1RJ:'"(*;F9>H#SE\@@$X*]5%JHT("+9>_?_K=BVAY7MA[,@ MS-O'K`@O.W%04:=P#1K ML_6REF\65`W\9G/*5`VR!7@^*T,>@];/I()&Y>2[\M+Y`A4-Y.=U[7D\7CJO M$-2\!R4(@IX80,Q$;,X(%4'E-]4>.$!X8`VQH*Q]R.KE?)Q)JD6$)*5X`4(H M3A&^:T+2*60>#!!#AC^5P3\MJ[,,M0@*2`NCYP6$0X(@WM6BBN2&/DBU!P8G M*`(]M-=#JL`K&P2/*>5^.(CMDI@@*.K*(N:,$?M&MX>1'W%S?:K;?1;&_F`W MB$/@ODY<@2?$H\$Q$D=0V!%_"*'-3/O&L,>P)YOV5+&%PBDXO:#L*;C:46T6!RTML)@G@73,)W@S8,=."'441* M)+V\V&"N9BW9R&[WDEHT84[2G"`(V?DAC_G8S5V=;'0`FP=N2+2G!H!Y(1]_ MPM`03S7PE!%T.?I7;*EN8_.AO@W6#`J$AOXV[6[5A#?I_:1' M8?"]N3=2P-";=AZ&+DE.:B"8&XVU9XI0H^;N^F$XH,P-D-9'TJ-Z$6X0NV/^ M>QGH!Q$L\#G9BE+#!6-1S,8,FSK4]"$Z;GQAZ'\F08TF(N$+]80#C4@@<4P8HOI`>\S72/2I,!!SW_4G,@R$S\/Y MB#!SH2;7_4)PWA$AI/`3ABCLZ)!8-X:5]%1J&/5CFDE>3:_[R>/,(^1)H23J M[`Q[%F8A\OE8"'T.T'YQNTK[Q=1HDE?S[7[R.!5-\I.C%4/4N83@P#)LBSW[ M\W!5YV#H5=.<&NL]-F=C=$P-:NAI&JZ?Q!B.2"A-[2@6D$&4]"CM9#!YDNI/ M3$)JC&F$U.'@"WV)P\\,*B1US9Y]5$NU\$SD$B@G1= MPO1I.>U)W4KTI\;23WO2NS!I;V_NW2HZ:8-QS^JJ-NE16-9>Y)/2V1AVSOV8 M#MH><+4O/3)EK]=TAYX0)YM%TJ/P_8('\YC$=F,"&+QWDXXT`*,1BQ\O!?"= MN13U7FS$\=A8N7Q1+_P,SK/#4[R,2.`RHGMS=P8#W`6&PO=V]R:W-H M965T%A^'H\OM^-QX?U:[5='4;U>[4CR7.]WZZ.].?^97QXWU>K MI^:B[=M8>EXPWJXVNZ'5<+?_C([Z^7FSKI)Z_6U;[8Y6R;YZ6QUI_H?7S?OA MI&V[_HRZ[6K_]=O[;^MZ^TXJOFS>-L^T^A5^N3 M[N:/COKM9KVO#_7S<43JQG:BW6>.Q_&8-#W>/VWH"8S9!_OJ^6'XA[A;2G\X M?KQO#/2_3?5Q<'X?'%[KC_E^\U1N=A59F_QD//"EKK\:-'LR0W3QN'-UVGC@ M7_O!4_6\^O9V_'?]L:@V+Z]'[.[I1U(=UF114C.RTUC7;S0!^G>P MW9C0((NL_FP^/S9/Q]>'H0I&?N@I0?C@2W4XIANCQ;N1S)R!=^<(,6W6JAS[.63T^!)ML\!WV>+[[Y.8)62>@JN?DY*+6: MJ=#G>2J??HZXO9@^SQ??_!R"PLAZ]6]Y9&QCI`FY9'5%] M958%<2=(]2G8;&B[8QY5+'QHK\V9_0)Y.:J[A)(\VG-.DBDA/3+D$FCSF4="&XT:Q+B$AX M7$W:A10@\RY">@37L^B%X,&R7DAQ37D7`C5%E\`YEUTD\OE]EEU$1.'/QV+! M0#GV-X+!7$7KN)LZ&E-G8B'=K.,F=:8XD.#`#`=2')CCP`(',AS(<:#`@1(' MELX`LQ9M',Q:EU/&T`]#\L9Y@8D"[JJ)1<)FB?*5YT,N3%VY\`)"N(*$`=+S M?;C#S`7"P(\A6%)7'@=>!*ODW)5'@1=`R"YD0!BW3I`LI3OH1;+"W0A"+S)^WE-_C3T-R?Y!+NCXEE`KOG M!#ZN)E-7[NM8@\,35Q[Z$J^?N7(51B%8.W7E9(<8YC=WY2H./;#UPI7[6L<0 M#AF3*XGZ-UC)T!CRD'T3R\1- MR'LC!0O,E(M#B(?$%5,5"?$X<\7>R(?5)^5B5#[GX@"4+[@X!N49B'D@YZY4 MCG!=+%RQ&@G(TQ+$8)6E%7=CW!35[OGX\@9D:/0>+#@3RYR]!Q.9`=9\*N M-6DIZTSEA2J`97?*"!F$$9:("2>H/)2PGLX8(6*JBR%D4B!"C9OWG!%2A!JW MV$5+:'MXX.F671+F3'>?%0I&B+@[O_)\@U,39>F.<$^:HOH&3]H:W*W]I.HX MTD*M(U6@J?;A)I@*ADC?"W$93SA"%5J,12#FAJ64-5I]SPE/2Z^2I?6+[+!'=`Y:FC*F(M,;S=,X`ZKETK%$P M0O3,LVP)-T-_U:@Q7S@QSUXN?!H<-M+.>6324JU'_3!$2TXYH?U(@\\33@A? M8U=\Q@F/5HJ.1]V6AXP]/P1_S9D.T]4)(;(6G"`$-^.,$=1VU[@'Y(Q0/?8H M&-$WT[(E7)_^JE\C3(O"S=8K/K4=#3=+-5AATJ@\K;F2#B28@5,D%!9H"2-$ MK#26]C-.D#_Q\)1R(@@%[MIS1M"74UI!5"P8(>@@ZD.>9YP@GRM8LW)&]-FC M8(3HF6G9$JY'?]5;$J9M<8-';9>#>13VR$FC\N11.BWH3LMQRA$ZVT38;4DX M$@5T&(30F7%$TO*-'DDYHH07"W#:G"/4N^R<^A8,4>1XA4M&QA`92XH?\'W. MD%Z[%!SIFV[)$.G[<8"UQ+)%>@Y-II/A.MMLMIJ2_4H:VP:(ZW1:$CMNMY1= MFLD7GNJ>GABBZ7B%FU0B&$+-[M#ON-U%A-D*0UCB4Z[%4_0M"6B9,X2*)<_S M0AF?92).+9">D^/TDC"Y))RUPC9T*"QPA4\Y(>+_]Y)CX9$\_$$OM)GSL3-Y?Q$U2(I<6DA:RI!7VY MB(VG*1!!QY`))T)/XL%EQHF`OE2#*CD%PM<"$Y03IK^+^=D2O>[*+@ESKKO' M"@42G?F5YQN<'>J.L")'WM93:G#N2.SM35JF31G?="UY,$^O$LE58G:52*\2 M\ZO$XBJ1M42OI_.KEQ=7B?+2#99G82=1:;%D*^WE?50:G/NU6UI,6JK-4#^. ML"D[Y42D))Z,$DZ$]`H`'#-GG`B4PN]L4R"H-XY-"$[0+/`;AP4G5"SQ4)0Q M@O;7",K:G`'TI43''`4G@NY$RY9P-D]WA*>J:52XF^<5E]J^!MLT89F:2+>C MHI0,!+:XIQSQZ%"/]63"$3IA^E@HS1@B:>&FXR%?%%*.1%I%7:^ZTZ7SBM9X MCEMP+2*F301B(V.("&FOQ5YJSI!>NQ0,D7W3+5O$]:U]@.[!2&*OZ8IONSTF MJOHZWG7[,L*GEV70==/FOJ>"2/@1%?(0Y0D@U-W!3)D!HI7$=F_*$>I-"]QW MYX#$FMK&/$86'*$ZE]ZPXT@&")D%%YB<(WUV*3C2-]V2(W30H-XRG\N2(;X. MJ&0X$SRUL2'UR6.5;8:X*8X),3$O--/*;E\*ZRWMIASI+7DYTEOROIB\K?8OU;1Z M>SL,UO4W\YZ[I"^KSJ/V'?R)N*-W>&E'A_%**1)[.W+]?:/8_W>O&[[I3[22_'-KZ_TGR`J>I&2OB(?#I[K M^GCZP]S@_-\J'O\"``#__P,`4$L#!!0`!@`(````(0#.SO&H(Q```(U9```: M````>&PO=V]R:W-H965TG7;O_'X<=F<[RS);P=/M__.![?/SX^'IY^;%[7 MAP^[]\V;/?)MMW]='^VO^^^/A_?]9OT\G/3Z\IA$4?'XNMZ^W;L2/NYO*6/W M[=OV:5/OGGZ^;MZ.KI#]YF5]M/4__-B^'TZEO3[=4MSK>O_'S_>'I]WKNRWB MZ_9E>_Q[*/3^[O7IH_[^MMNOO[[8Z_XKSM9/I[*'7Z#XU^W3?G?8?3M^L,4] MNHKB-2\>%X^VI"^?GK?V"GK;[_:;;Y_O_QE_[(K\_O'+I\&@_]UN?AV"?]\= M?NQ^R?WVN=N^;:S;]C[U=^#K;O='+]7//;(G/\+98K@#_[V_>]Y\6_]\.?[/ M[I?:;+__.-K;G=LKZB_LX_/?]>;P9!VUQ7Q(AFH\[5YL!>S_[UZW?=.PCJS_ M&G[^VCX??WR^3XL/>1FEL97??=T8JV,H.UV%_GD^>?1V%+Z0,"YE]';9K#56Q M/\]5N?DZ%OYD^_-\\NSKB&TSOC^LNG_>[7G>W' MMA40^VZ&1W.?K M][=7VY$X;/QIQ;Q8.E$VC,1]XU]Q4'/0<"`XD!PH#C0'AH.6@RX`Q!0[TA-3 M^O'D]XV_/^OSO;7^/#)4Y=GT81A8.DE@#0)`=]8B1UUM7KZ8&+ECO6#I)8"`'-0<-!X(# MR8'B0'-@'"C<)!'A^-1205GF;(KH0D$DS:HIW[9UC8JYF%;#Q;.DE@ M(0)`S5S<"S7]6(G"1SDH.:@X4!P(#E0'&@.C`/.P8*`\V!<<"96-F! MC'L8'L_+(F/=J0N/9U&Y&,\G#MIU\PP'>S5U<,&6-TLG"?SCH.:@X4!P(#E0 M'&@.C`/.O[2L^(C=DN-)N6"=J3L5V"^W'\I\O$QB7Y\<9O@WR*F!=BG/FZ!7 M!1X"J8$T0`00"40!T4",)[Y#YVG!IV4BL-,R;XODN.US^5@`=;-?]=_>GV,7 M$LC*IF`K&Z]Q=<_3B/>C%1'$46$UM(B:*I(HS]F'-$11%OEB7'8,`YX@@D41 M\068)(*JB/BXV)0>)/M@IM=[S)VJK&3K(#40!H@`H@$HH!H(`9("Z0+"76J M3RZA4[_I!B[HV,DW6$[`WFE\BD.G#?H5D!I(`T0`D4`4$`W$`&F!="$A#B4\ MM-W6EH;3:'CCZ_BEUP0M"4@-I`$B@$@@"H@&8CQQ`_#4CBH13&VI$L&U/=5D M7G@;Y-1-GM&77A.ZZ2+?2&K0-$`$$`E$`=%`S)GTFP+CXM,M$:X=["X660LS4/[\=>$Y@)I`;2`!%`)!`%1`,QGC@STS3X(LG-T.45HKRMY)`UH!"DW*Y,HB!G#C91PC@*B@1A2 M[E1]6Z*8^N2.*'K'TXN6\PQT8T/&+&27GV-G\2V9)Y]5RDD-I`$B@$@@"H@& M8H"T0+J0T,8Y+^&D+A"P)1#K.TNO&AO:"D@-I`$B@$@@"H@&8H"T0+J04(=X MA+FQ+6&4@3W(E,>6%9`:2`-$`)%`%!`-Q)S)1-QKKQWL+ARD1LX++RF&%]AV M])JPH4%X`4T#1`"10!00#<1XXD;E9.JI3J:8>*R3**X]UYG.2R^#G"TBV9RV M])K03YYF:M`T0`00"40!T4",)\[/.(_*>$QR?AGIZN<4"_L=&1NM.U)$;A\? M&^=)VCIYTKF>!5-,./S!M*77A&ZZLT92@Z8!(H!((`J(!F(\<5X]V+F]9,\, MM521I>!W1Q5)=/&9V6Q>Q!GDM'5.;$-ZU>C?"D@-I`$B@$@@"H@&8CQQCI95 MD8Z-RS5/(K#M-V%394<$:9+F8_LES3.;%W0&.;43=B*])C03<@YH&B`"B`2B M@&@@QA-GYM2#H%0P\23HNCFQ*>E5H9N0;T#3 M`!%`)!`%1`,QGOC.GJ0%)'"J6-AG"&F"Z(@@+BYM9F3S\LT@IW;"IJ37A&;R M[%*#I@$B@$@@"H@&8CQQ9B;VX1C^M7M+%?;)%]CC)0K[7%WXUPBTJ_/P\IOF MZ<('6Y*S/8)EQB/*"D@-I`$B@$@@"H@&8H"T0+J04(=X:+EM5[)_8I-]#SNQ M*^E58=MSYXVD!DT#1`"10!00#<1XXMI>9?]\@"^!B*!8%$$H'B:AC@CLMQ/I M..U36WG2^4W#PX03+*Y<5LX@X0"I@31`!!`)1`'10(PGISFF"+[X\Q.VJ[`7 M5!G/;!TIP?;RX'E.:N:\M)-AVL&=22\:&^(*2`VD`2*`2"`*B`9B/'%FQ?8I M`?@++*J(*OM4()]DW(6[,O(H3\>1B_K)T\YM,3QS^8#LIO$>M/2BT%>(/:!I M@`@@$H@"HH$83[RO950$ST[X9AK&GKBTSV>,MOE.'RKLRC3XBISZ.B_W9)A[ M[!@Z?LWAN[U3N0O([,.-5<*BYLH7-'I>`VF`"$]++&+9%,?G9')/V??B27OGK,>3RZK3D/I]'%DUV+LCZU]*K1VQ60&D@# M1`"10!00#<0`:8%T(2$--)^7?`;Y;__"W*M"AR#[@*8!(H!((`J(!F*`M$"Z MD%"'>)ZYL2VY?!(.C7RV6^9.$_K$20V:!H@`(H$H(!J(.9.I'*K:Q,'NPIG4P'G1)7>A MA!C(YHFEUX0&\BA3@Z8!(H!((`J(!F(\<3/00V)G(+J@::G`_I$BNZ+N7.:P M2Q&<3ZWD&>?Z8CS';`/[D5X36@G)!C0-$`%$`E%`-!#CB;-RRDE7.W=\RLA3 M[7LC+_HX+]3D&&HF]B&]*G22!YT:-`T0`40"44`T$',F$QVWO7:PNW"0-L5Y M42;'*`-[CUX3&NC.&DD-F@:(`"*!*"`:B#F320-/59LXV%TXDQK8K\5OWW#, MW=(]'!8G-AR]:C1L!:0&T@`10"00!40#,6NK-& M4H.F`2*`2"`*B`9BSF32PU/5)@YV%\ZD!LX+(P6&$=Q`]*+1KQ60&D@#1`"1 M0!00#<21OF[VWS>KSYI M][-_LVUBWPYWINZMN\OXHWUKI_W;7L:-?1OOP!_/!^S+<-_7WS?_M=Y_W[X= M[EXVWVR1T8?2UF?O7J?K?CGNWHUK<(=__K"O/=[8%R]&'ZSXVVYW M//UB/_CQ_"+E+_\O`````/__`P!02P,$%``&``@````A`":G5>%@`@``C@4` M`!H```!X;"]W;W)K_,PI<0ZWN2\U@UD]`4L?5I\_C0_:K.S%8`C MR-#8C%;.M3/&K*A`<1OI%AK\4VBCN,.E*9EM#?"\.Z1JEL;QF"DN&QH89N8> M#ET44L!:B[V"Q@42`S5W&+^M9&LO;$K<0Z>XV>W;!Z%5BQ1;64OWTI%2HL3L MN6RTX=L:?9^2(1<7[FYQ0Z^D,-KJPD5(QT*@MYX?V2-#IL4\E^C`IYT8*#*Z M3&:K$66+>9>?OQ*.]NJ;V$H?OQJ9?Y<-8+*Q3+X`6ZUW'OJ<^RT\S&Y.;[H" M_#0DAX+O:_=+'[^!+"N'U1ZA(>]KEK^LP0I,*-)$:1>&T#4&@$^BI.\,3`@_ M=>^CS%V5T<$X&DWB08)PL@7K-M)34B+VUFGU+X`2'U1/DIY)\'TF2<;1,!U- MIG>PL!!19W#-'5_,C3X2;!K4M"WW+9C,D/E]1QB%QRX].*/8U!BLQ2H<%FDZ MC.?L@+D39]`J@/#9@Y(>P5"UET:Y^Z4]V$O[C/A85F'C6B9]7V;P$1D/?B,3 M-JYEDO'DU?(;0\./*'DP]L%UF@;C:6\AF`R@8=>]WR"9_K=?AR7@R[H_@>.0\M+ M^,%-*1M+:BCP:!Q-4->$@0H+I]NN*;?:X2!TGQ7>>X`ECR,$%UJ[R\*/;'^3 M+OX#``#__P,`4$L#!!0`!@`(````(0#JD#.9N@(``/0&```:````>&PO=V]R M:W-H965TN39"-1F.@A`C MWC"5BZ;,\,\?=U=SC(RE34YKU?`,/W.#K]$ M&%9Q24V@6M[`2J&TI!:&NB2FU9SFW299DS@,IT12T6#/L-3OX5!%(1B_56PO M>6,]B>8UM:#?5*(U)S;)WD,GJ7[8MU=,R18H=J(6]KDCQ4BRY7W9*$UW-?A^ MBE+*3MS=8$0O!=/*J,(&0$>\T+'G!5D08%JO<@$.7-B1YD6&;Z+E=HK)>M7% MYY?@!W/VCDRE#I^TR+^(AD.P(4TN`3NE'AST/G=3L)F,=M]U"?BF4.":F:A``3R2%JPP("'WJ_@\BMU6& MDVDPF85)!'"TX\;>"4>)$=L;J^1O#XJ.5)XD/I(DH/ZX'@?Q?!)-IO]F(5Y1 M9_"66KI>:75`4#1PIFFI*\%H"$"X7H*\7"=;/1;X>]I,6!W9:7!J'X9%0]*>[G;LXG!T>G_'.W`&09?+Y[C9-9[ M\H'QH%F7K_D$6@K\AI#M.621ID/(0!X4\GED7"$E<-'>SI7;-)(Y'VK8>%#J MRRI,TN'R]F(YZ9<'\J9#>6_+QJXR]A_K]9_````__\#`%!+ M`P04``8`"````"$`EZ&ULE%9=C]HX%'VOM/\ARON0.%\D"*A*1K-;J96J:K=]-HD!:Y(X MLLTP\^_WV@XA-AU*7R#Q/3X^]R/7=_GQM6V\%\(%9=W*1[/0]TA7L9IV^Y7_ MW[]/#[GO"8F[&C>L(RO_C0C_X_JO#\L3X\_B0(CT@*$3*_\@9;\(`E$=2(O% MC/6D`\N.\19+>.7[0/26=-*0 M<-)@"?K%@?;BS-96]]"UF#\?^X>*M3U0;&E#Y9LF];VV6GS>=XSC;0-^OZ($ M5V=N_7)%W]**,\%V<@9T@1%Z[7,1%`$PK9U;0S[5:@LW!U>XGG8%OW*O)#A\; M^9V=_B%T?Y"0[A0\4HXMZK='(BJ(*-#,HE0Q5:P!`?#KM525!D0$O^K_$ZWE M8>7'V2R=AS$"N+E[U5%(UOXT(#10&9)H((E!_6"/9E&>HC3[/4M@ M%&D''['$ZR5G)P^J!LX4/58UB!;`K#Q+WO4,7%)[/JE->BN@!:3C91U%<;H, M7B"&U0#:&!!\`A>0C2BO$7$X0@(0.*H$WUV5,63QU_$_JU2;')7%2*\=V1A( MKN.L/"LG"Y8`",U4P.V#%1A2//$7HR8)U=/(G1ROPR@_UI89@M3)?W[8E&;;(&I$Y:-@1AY:9$X"2V-.='JWRGCN:WL=A4IL*VH MR$:'3?D:B%$4(139YG)J3N/HG3RJ2VK2`6Z+4F!;%-27*\N`C*PBRB)7U]2> M%'EZR;-58,6?"%/@JV_.S:`!3;ZYR8)U-(+F4`) MQ,WY,$L'@O(H>:>2D-.W;V=-HVV!5[4T8,[RBM#-V@"X6>!(]<^[BTFC;5DH MSI!=Q9L!=1:6I$GFY+5T(+?BIKKL_0)-3[;;:79I.T-B# MC`:81'J\)U\QW]-.>`W9`64XFT,[Y6:6,2^2]?JZW#(),XA^/,#,2>!>#&<` MWC$FSR]J6AJGV/7_````__\#`%!+`P04``8`"````"$`;5%&ULE%5=;YLP%'V?M/^`>`_? M$()"JB95MTJ;-$W[>':,"58Q1K;3M/]^UW9"`IFVYB7!]KG'YQR;R_+NE;7. M"Q&2\JYT0R]P'=)A7M%N5[H_?SS.1"G45:GE'2O>-2/=N]?'#\L#%LVP( M40XP=+)T&Z7ZPO,](IRR)("U2H%\VM)0>-[W,\Q9#Q1;VE+U9DA= MA^'B:==Q@;8M^'X-$X1/W&9P1<\H%ESR6GE`YUNAUYX7_L('IM6RHN!`Q^X( M4I?N?5AL,M=?+4T^OR@YR(MG1S;\\$G0Z@OM"(0-QZ0/8,OYLX8^57H*BOVK MZD=S`-^$4Y$:[5OUG1\^$[IK%)QV"H:TKZ)Z>R`20Z!`XT6I9L*\!0'PZS"J M;P8$@E[-_X%6JBG=.//2>1"'`'>V1*I'JBE=!^^EXNRW!85'*DL2'4EB4']< MC[PH3\,T^S^+;Q49@P](H=52\(,#EP;VE#W25S`L@%D[BR&?OSL#2[KF7A>9 M4D!+.(V7513%R=)_@0SQ$;2V('@#SJ`Q8G.-B(,!XH/`025XOUVE+IJH7`ST MQLC:0G*3LW:VN9@8"8!H+@7\.QX-AA@OG(=1GDVVMJ#DO/7%Q&CKY):M-;AT MP<40>A@G\\G6%C0W!QWEPNYTER%CZ2!1?W_8EH\)6LR;YK"\J,K%D: MY4DZ$38"9'F]TU(K`\S-J&M@X+N)S022;S&VAT9MX?%J#1]&A' MOB*QHYUT6E(#9>#-(2UA6Y4=*-Z;MV'+%;08\]C`%X7`M0\\`->79OJ:-LB2"5D3!_F7)6OG*5F>7T-5$/.[;JXS7+5!L6<74BR%U4)TM[W<- M%V1;@>]G/"/9*[>Y&='7+!-<\D*Y0.?9C8X]+[R%!TSK5<[`@8X="5JDS@U> M;G#H>.N5">@/HP=Y\AW)DA^^"I9_9PV%M*%.N@);SA\U]#[7/\%B;[3ZSE3@ MAT`Y+.!`=ND$0X MBO_/XMD=&8.W1)'U2O`#@E,#FK(E^@SB)3!K9R'D\[XSL*37W.A%9BF@)93C M:1T$4;3RGB##K`-M+`A>@2.H1WB@WF\!9$^W\+&T!K^5QDG@]\1F?QL+2DQ- M3Y7"*4H:G#I`==Q_$,4#)0N:C91F4Y0T>*0T'RA9T-RDG<1'QV^BA--T>90: M/))-!K(6-#883U'2X)'2T*`%S8S!N7_&X'R*K`:/9!<#@Q84&UDD8O:,6M`XV,44)0T>*D7#8"W(!AM$9X+%\-)?[M"@1\+#:#N4 M54["X[OSYLSB00OZ.%N#'BK'>%#4#C5.%T]J-@8]%!OEVZ&L37PVX$G-!Z;9 M.Y4=!6Q1MBF$8="G8`.V\\RV^YJ*'?U"JTJBC._UK,)PY/M?[1S=P!P-3"_K M'\`8:\F./A"Q8XU$%2U@J>_.H2\(.PCMC>*M:&PO=V]R:W-H965T.K21&VU9@.9WNMY^B*,FL*F]W-#?M]J>?%?'G054R M[W_]=CPLOC;G;M^>'I;BSEHNFM.VW>U/+P_+W_^7_1(L%]UE<]IM#NVI>5A^ M;[KEKX___,?]1WO^TKTVS64!$4[=P_+UO^[=NC';!UTNCMMU^7)JSYNG M`_3[FW`VVS%V_X6%/^ZWY[9KGR]W$&ZE;Y3W.5R%*XCT>+_;0P^4[8MS\_RP M_$VL:QDL5X_WO4%_[)N/SOC_HGMM/_+S?O>O_:D!MV&T7)2UW"D'C M%6N=]2/PG_-BUSQOW@^7_[8?1;-_>;W`<+O0(]6Q]>Y[TG1;7]OBG M%HDAE`XBAR`VW/UP7=[)P!6N-R.*,T2!SRG*IV\!;K;O!WQ.C6?WPQN"^&:0 MV?V`I=7?"GQ.M_+I?H1#8_B<&L_NAX!II$<5QNT:YK,]6>DYTD^Y9'/9/-Z? MVX\%K&.(UKUMU*X@U@*^J,GF_-_)!K-,-?I-M>K;@KJ#%?+U44I/WJ^^PK3> M#J)(B\"RJP@K8JX0@15B4<)%#E:D7"$"86%1QD4VD>1<`G$$CE/<%)&NES=% M-HY4<5'@8DG-)2+PKW>T@D&<1A)6+!M)&V;-[6UC'$G5BHPD&8!(2_H-KQ_] MF(*$@I2"C(*<@H*"DH**@MH`R`G8LY`3/W9`J6&+-*:I?76X[W"D)4Z_0:KY M'U.04)!2D%&04U!04%)045`;`#D`^^T,!Y3Z80EN3@M5."%9')$6^?UB%W88 M6D00:\'5I(2"E(+,C!E*.PSP],]I@X*"DH**@MH`R"+8XV98I-38(H>LU4A+ MO-X@SQ,A6>ZQOF[X0T%*049#DFTFIPT*"DH**@IJ`R!_X,$YPQ^E)OYX>#`C M+='^P/1R9$@4,5)XEA,(XF&"%($7^G044J20TG=M']]'AA2VL$)!%#E22`=F M)MD0"E-A.XYM!^295)H*&4I?>&2]5$CANJ'GD=[66M'/�TD,O,&!JEQON; M0SH<:H$C76)=AB6!8P<6 MV6-R+/%=Q_'(F!=8(L)0TB@ED@C?`@T2H+`SC&6/!TYEY.;` MJ6KRY_NRT(F\F8#221@-&CTVM],'++F9/V#)S00"2VYF$%AR,X7`DILY!)+< M3B*0Y'86,4C,9:7=[`D>'54M_(W1T46&.3I0[)-])!)&*:*K1$821E)&,D9R M1@I&2D8J1FJ38%]4B6#Z\I/M1E<4T-^I7**;722,JF-P@Y*$:5)&,D9R1@I& M2D8J1FJ38#=403###5T_F+/C1O&H7E_"%NWTQ9'+LJKILGJ9J0KLA)&4D6P@ MPW9M.R3!SEF+@I&2D8J1VB38*I6@S[!*Y_/$*K)E1\*L"X1G^U`\X%T]'B37 M-9\PDC*2X<"N]"4MKW+6J&"D9*1BI#8)=DPE]#,TB: M7\?3Y>OD&AN,)&6:;"(JJ"!/Q'RZ.D8H&"D9J1BI38*-4AG]#*-T`6`:12OC M2(Q%@NJ1*XF+\71Y[%+"2,I(-A$=E$SF?+H\!BT8*1FI&*E-@GU2F?T,GW0A M@'PB8QL)K1FV%<\.)1W^>)"8"]"H,/H=+&6:#`=V96C1EVPY:U0P4C)2,5*; M!/DEYQ4\O?PG+P\&S=6,F)&$D921C)&:4,NQ;S2JF%_@OE%LH,ARM69A)&4D6P@0U2?CD#.6A2,E(Q4C-0F MP5[-R\*ESJ?-G1R\(B,<#2J==\);6FH52\JG!N,#*V4DFXAZYMD^"9I/E\<0 M!2,E(Q4CM4FP4_,R=/5S/5U_])DW:+1/0I++\71Y[%+"2,I(-A'EDT>2V'RZ M.L8L&"D9J1BI38)MFI>=2YZ=NV1HHT&C%XD+/U#0)&H0F&M/A[V2E&DR%!9> M]$CR=W/6I&"D9*1BI#8)]FI>7BYY7G[CC=N@&C>J(/!MLI?%@^3J3L)(RDB& M`\//1`X]>Y"S1@4C)2,5([5)L&,T0?_DPY`GZNQ5%YPM4@MV^*GU9@(Z2$S? MQNQ^7$XITV0X\,T$E#4J&"D9J1A1YZ-TP0^WHWW3QYWTV9-CZP:/Q#JZQ6.Q MAB,./$XBUG#2@?-4K.'``^>96,.Y!\YSL8;C#\!74\?@^-;;YJ7Y]^;\LC]U MBT/S#)Y8=SYLW6=]`$Q_N;1O_6&-I_8"![?Z_[["0;T&7IE8=R!^;MO+^$7] M@>GHW^-?````__\#`%!+`P04``8`"````"$`2V9S+FP)``!W+```&@```'AL M+W=O&ULG)I9;^,Z$H7?!YC_8/B]8Y':@R07 MU]8N#3`8S/+L.$IBM&T%MM/I_O>7%"F)K)-.XGF)XX]'9>JHN!2AFS]^[G>S M'^WQM.T.MW-VY+T^:YW:]/5]U+>Q`MC]UQOSZ+K\>G MQ>GEV*X?^HOVNP5WG&"Q7V\/SBK(L=VMSZ+_ MI^?MRVF(MM]\)=Q^??S^^O)MT^U?1(C[[6Y[_M4'G<_VF^ORZ=`=U_<[<=\_ MF;?>#+'[+Q!^O]T+X2X1:JHWC/\2)>B$AW-P];<0?2]MFQ?;R=_\FN M&]>9+^YN>H/^NVW?3L;_L]-S]Y8?MP_-]M`*M\5SDD_@ONN^2VGY()&X>`%7 M9_T3^.=Q]M`^KE]WYW]U;T6[?7H^B\?MBSN2-W;]\"MI3QOAJ`ASQ7T9:=/M M1`?$W]E^*U-#.++^V7^^;1_.S[=S-[CR0\=E0CZ[;T_G;"M#SF>;U].YV_]/ MB9@.I8)P'<05O=?M_(I'/O.#"Z)X.HKX'*-\N0NBL_U]B,_QXHOO(]!!0C/( MQ?/'%]\%$&JFG*I[,%.:K=[)0.=*G7+(^K^]N MCMW;3(QCD06GE[6<%=@U$Z&'9%.I,:;?[[)/I)V,\J<,TP<3B7420^;''>>! M=[/X(?)\HT5+)1(>CB(6.9$M6@TBF=-XT#RT&QVED.R@GY\]E#7F4[R7R'#,>E$AE>4I!0 MD%*049!34%!04E`I$/1>1C'M9FTV>VY$,J(9PO6+C#=-79:+8MFW7/QX;$JU M[1[]U:62J#[[KN.3275EMC,G$!([D1-+P!W?)_>5FH(P\.-IUNDGA\QLCP.' M3AZYV1X%#LV_PFQGS/=],GV6EL`)(T9Z6)D"UP]"(X7[+M:FP!.WR,@@:4R! MZ[@^GW[">GQBMW;!XY-J>VJ-Z2>&EO!@M#YS1K%9`%A#FFYU'MB M>?MX:/>7$6-]=%95)Z:SE"0ZTJ1)@61`=_<11M>6O_DE[(Z%C/"Y-8*2`(D!9(! MR8$40$H@E2;*T6^BPQ'9!X:J6U(AO,@/IURV_93;_0O\5-6!Y:1!-Y:"N1$WO+(? MI"Q"S`?YM>J"J=K%?*#B>&=*%OU$E;S! MR()=6ZV8:JKG>DGEQ@F#[:/<[U_@HRH/3!_I(K9D2F.Z2$D"FA1(!B0'4@`I M@50CD2[">CIT[9W&QKK2J)0L!SDMA;ZVC/:7P9SM[65G"5<5!YDJR!5MJE>DHK502T*1`,B`YD`)( M":0:29^#X;2L:CN'SLEFNM5HK(NG.<)V46[-S17GBSM&M:,G;I*J8,EIQ;(" MD@!)@61`C\].L9439_/O\E+OY_\-95000 M9^DA)1]*A>&EGQ60!$@*)`.2`RF`E$`J392SW.7&=*@S5758";PX]J9\U+Z: M`G&]<29L):Q\Y<"R]>.UO9>3T@:.?+7(&/5`$B`ID`Q(#J0`4@*I--$O=<21 MZT^+M+*3*&(X`)(O@LH%6<=P`_-U*V6H>L]3O72W;X]/[:K=[4ZS3?N.P]?Q`\OQE>&[_X" M``#__P,`4$L#!!0`!@`(````(0`]DJ^L3`<``$`?```8````>&PO=V]R:W-H M965T&ULG%G;CMLV$'TOT'\P_%Y;O(@4%[L;5`K2%FB!HNCE M66O+:R&V94C:;/+W'6JX(CE:WY*'))8.1X'YX?Y/W]_^BF;S[J^/*S+77.H'N;?JF[^X?'''^Y?F_9SMZVJ M?@81#MW#?-OWQ[OELEMMJWW9+9IC=8`[FZ;=ESW\;)^7W;&MRO4P:+];\B11 MRWU9'^88X:Z])D:SV=2KZF.S>ME7AQZ#M-6N[(%_MZV/W5NT_>J:U?VW(>A\ME_=_?9\:-KR:0?S_LIDN7J+/?R8A-_7J[;IFDV_ M@'!+)#J=LUF:)41ZO%_7,`.;]EE;;1[F/[.[0JKY\O%^2-"_=?7:!?^?==OF M]9>V7O]>'RK(-M3)5N"I:3Y;Z&]K>PD&+R>C/PT5^+.=K:M-^;+K_VI>?ZWJ MYVT/Y4YA1G9B=^MO'ZMN!1F%,`N>VDBK9@<$X._9OK:M`1DIOP[_OM;K?OLP M%VJ1ZD0P@,^>JJ[_5-N0\]GJI>N;_7\(8BX4!N$NB`#V[CY?\"QEJ;H<98F, MA@E^+/OR\;YM7F?0-?#,[EC:'F1W$/G]&<%4+/9G"QZ&`-D.RO#ED6?WRR^0 MN96#Y`B!QO>0&%%,$2(9(4N@-7*#&8?<;-8%U.X\1SN(<#1C^&$:.4*R(;MV M7D5P(2(`"0D)G'^P!0/!8.:"D0B!\M;'FS!#W.8PYARPTH%FOSX<%$UHB?FR.$#708L*8Q#?"4*DB!!@NC.^V MB)>*>=E&D3#T?+WL(,)/$GX(07XBT4*1"10A@!DMDQ.)TU."ZF(GVT&$8$H( M(@0)*J$U)X4O0H!,,R;T&"'*H'6J0`9L!B\3M(,(0=)8.4*0(-=:^2V.2MVD]ZG0D*U1(&6(<.<82DMLB`FBC/?>8F17@ MF]N/H6R'#"4I8.XPR%`D@@<51(F)$$QD1OH.C4E:L;Z=)$I\1-*+A*OQFPU8 M1R4S*!C>Q!D8(/C^`F;$,J[3P&%4W('!]!T[-`>7PE3K;$(Q1'"3I/I4"JV> M!RD\+]!VAT46K_2M[-3XW)'`:?*2MSC`K6I;4BO M"ZZLH2M(DTAN"*1@$42PQ)PR#D:-V2A)9RX>(L,?P&[GP2E0V M_HXS7.ZK8119EZ2S>>H3T[8NE MY*%'\(0+6D@'H`88J#:0OYF=%.A"V M*].'T@X/&5LM)>J0\U#^F4H-)S,H*$*R4S4F%G%^'7`4]8B<7_^NMI'PIPG\ M&=W)9?`,(L[@3=9@7WB)-:1$O7*'<<63T\41.@,SRF<^)O9=QL"GQI!28W`8 M9PQ@JY.5@4$0H.$]_Q1%8@U7=M_4(E+?.:[`H0/`^Q?UWX*'`):I8'7'6;S) M(OC4(E*2G-QA,#DIDX'ZN]8+#2(U1OC)Q=2(/5R9/;2):'E0F^"(08I,#H/4A."*<=*>103AF119XI=83(^8 MQP5Z4]-(J6D(Q(!XC,JH?&ZPON(,&[;E`8NH-BLJO0`QZEZ;[NR*^?AZV/?THD@\1X?L! M?M:1VBA#ZEO$$)%)J7R'QMF[R1?$U!<4Z>O<89">@6\F_LFNL4)CR)B1)V17 M$&>X4-"I(RBO2*ZK0L%GJ@7A]QA,(/O M[\YCR+G=N;C)&09TK&V*RJ[#A&L3K6"X$N>(:/^%$J*>PZH;56GZB10P6*`4W@T478`$(53P72XF>9.VRZFV!PO; MD4.,DP=%=[R%B^'NI]F)]I9$TZ^S[6%4G#V:F]QAWK)GDLF6FR#2\*4FSA[1 M_O/])5'/P_Z:O'HZ3-!?X97XX439K\S05.%IB7*)F+&$TY<2BCCY4F*_DH;V M=Z^:I^KHMKMNMFJ>;&'D1QF/E[%@]*< MW<'I%QQ0DNL%'*`.UY?C#3B_/);/U1]E^UP?NMFNVD#(9&%W+BV>@.*/OCD. MQVU/30\GE\-_MW!27<&Y6K(`\*9I^K[)N>?>^&9Z^U)7SC/A@K)FY@8>?/TUWC#^)#2'2`89&S-R-E.W$]T6Q(346'FM)`SLKQFLL MX9*O?=%R@DL=5%=^B%#BUY@VKF&8\(]PL-6*%N2>%=N:--*0<%)A"?K%AK;B MP%87'Z&K,7_:MC<%JUN@6-**RE=-ZCIU,7E<-XSC905YOP01+@[<^N*$OJ8% M9X*MI`=TOA%ZFO/8'_O`-)^6%#)0MCNU+0QU(M0;!_$OV@*_"#.R59X6TE?[+=5T+7&PGE MCB$CE=BD?+TGH@!'@<8+8\54L`H$P+=34]4:X`A^T;\[6LK-S!TE7IRB40!P M9TF$?*"*TG6*K9"L_FM`.J..)-R3C$#]?C_TPBP.XN1]%M\HT@G>8XGG4\YV M#G0-W%.T6/5@,`%FE=D(_'D[,TA)Q=RI(!T*:`'E>)ZGX=1_!@>+/61A(/`` M=!`+D9\B1J@C\4%>IQ$ROUZC"K(TCCIZG<;"0#)=,)57WEL8"`!CKA>@@L#, MG@-I9`DPD.@HH+B M"K(DID,!"P,Q$H,8)=%X",C[@&PL3&-\TX"?0ZWZW`2.YQ6OR'?,U;813D150(B^%(X2; MH6XN)&OUY%@R"<-8_]W`RQ>!$8$\`*\8DX<+]=K0O<[-_P$``/__`P!02P,$ M%``&``@````A`-VVG0ZW^P``)+4#`!0```!X;"]S:&%R9613=')I;F=S+GAM M;.R=W6X<1Y;G[Q?8=T@(W1@*(&E*EOS1MC6@9,G-')*N29+6* M5=655:+85_T0>[/`#F#LH_A1^DGV]S\G(C+RHXJ4W)+G8@'/M)@5&7'B?']% MY-?_^O9R6KRIEO5D/OOFSKW]@SM%-1O-QY/9^3=W?CQYMO?%G:)>E;-Q.9W/ MJF_N7%?UG7]]]-__V]=UO2IX=U9_<^=BM5K\X9-/ZM%%=5G6^_-%->.7L_GR MLESQY_+\DWJQK,IQ?5%5J\OI)_?1U/7GT]>K1M_/1^K*:K0H@*9[.5I/5=7$T\R6`O-CY M\?C;XG=WO_YD]>CK3_2*OW;O?O%B/EM=U+PSKL;=G[^M1OO%I_=VB_L']QYT M?WQ6G>X7]S^U'Q]V?_P?ZQEO'@R_F8`]'`;V/PY/Z]6R'*W^9W?:].;)]:+J M_GCO8._?NL\.0]F=.X9Y-Z5$Z+/U?E MLG@&RNN-,X:18>+!L<_^W'W[9%F*L8KCZ\O3^;3[Z\L7)]U'@=*OJO.),`;] MOR\O>^"_K&:SZQ?E"%HO5^?E>05KO*GJE>'E9+FN5QOF?0)'+=GO$*RKZH%.S*,K(HC'J_GH]6YQ?%$NJ[KX8;TRY<$6-KSV M_2(;+IW6HY>@]:Z&JV7D]4$A)6KXJR<+(LWY71=%8MI-3YGP&KN M8ZJBK&OM'K2,V=VX6A;E^;*JQ.FUABVKQ7HYNBCKGI#$10LP/6.AT5_7DR5S MHT.+NIPR=6OIGEWGQU\N?O9P1>F>G^'GMZ]?^_@5X'64]-=V#9! MQER?:*?SY7)^ MA0S4@69;)NMRU-.W([%P72W?3$;2!&Y*$QP0<#F_+)(*?#:9(283E-JQO5(A M!DMF0O9)]PZ42DS'G MNY\^#*)T_[/=!P_O%Z-RN40CM0G4$Q&GIAB@'+^1(NQIE6]1&+?CA2YQ?Y!^ M#*JE^]O)?`7E7>UT?WM^=/CXZ/G1R='3GG(\_.?HJ6)18O]&DP6\B7&1\^>Z M*BJ]+DB/?X6H&1R3PE\T=W2I@B/%% M.3NO[,VZFDW0NK/Y:H"*C21.66 M>`0K<:.VZ*Z'!IE?\FKY%H,0UNR.>1[`O3:3,IW#`5'?897`%'@R,F)\@!9M M*H<.H]>=R%ENRR[D:DS,N_.I1KCX2`9QR\!LO_S\R\_=%8[_>/CJZ1]_>/[M MTU?'_U(\_?'AP ML'O@_T=88\Y0\_+O#O8/[HF;W;)_54SD$D(S,#%OG*3=XO,'NP_O'>S>>^A* M\_,#=,07NP=?H"?R.7>Q]')FI+*G/<_M<#R&;>8S0%V4D_$>BGI4+B9(7 MKZI5.9&+BL<_DX7J#G!BV$8N<#KP+O^EJ'`=5KU%>V1S<17^;GBSY>?]=/2T M^(\7U>5IM>R%1[FB*O82&<#%J,)^(97#X`>O"2*VEXJB?!1%^:F)2K=)6 MO5U4,[%Z!L\&">ECZ'TA:FVCZQF_!./$O!6*LYS>O9VG7.%F+%;NMA$^^S]-'][M`?E^MLAB0?PJPH4'G*.`"Y^8R)B\VR$+WW>?$ M<07&YQP/Q;RCLZIO2QV*X*@X#'_H3I2TWS",Z>>@Z;JOFU;;+096*G;"*SUO M5H/COK<$RAHF;&3AS]`F7U7U>HHS!/U),]XV3NGNPXQ+]^'3H-V[SPWY9^OI MV60Z-:0;5C.WTRTECEPS@SN\G7?VWELOA`:D]CS[CN\Z$PR)`E/@_]1 M+!!'ZBSXNZ\FH^_#;R71-9JK[^$^5(J]JO%>2VE9",'IBC:O5?>5[W*4S MR#G!EM4;/9`;/>>-;[9,=EMI/;'0H$9'N")*[M)3<[3>29L=R]\R"][=H+%" M]R&\D[)V&T'?[$YN?*7G5VX<&;R7W>+P4B&-PN![\F\?[@MWQWT[>3,85Z<;N#\CNJ*K&M0?ELGF6OT1)`8:0 M7EMHL0F.6[\^#-:/2@Y>*:NHE(&BC+,S0DO^&,WK50_8A-5A*O2L6QKOJW>I MMGG\\/R?=I%WP_R;QP_/_^`=Y^^-_S72>SM_//%1,:Y&4X287.,F5;@-&K+2 MRJ9?;4R1*V]=G-D(2Q=1KB.[;VRB<'(XWS#^"U64+,L\FA-LDP29F9M2E4!MN<8!0,;6,T6T0#&FI.6Y M$LN1:(')W]QA8AAYBK5=9/&6/NI`^ M\7`\@R3F%')(8JX^7ZT[4[;G?`HYMP-YX][;'7R,X+N)EH.ZJK%*57FJI9#[ M8IID7)WBVD9]-JA.=EY5JBDK_+2LE-/$AN*B3:V@`[^\0W;UB=E(F/WSK[GLUBEZE._:+8\;M]LM M+98#6-^N/DNM'<\)\W56_#B;J/)M#GM=G&BK:PKMH63;2X(.2G/+*IA!V6[& MQ..Y:+[K^PAX>>W&.A.4=YTE;D60'"JY?HUG@N;?M/4(]6W&QKD'-<0V:]=2 M,P.;O(W%'$9/>//F(N'6U%GOTCS_'N%?E\P\EX-L9B@X/1$>G, MN@R_$!6L%8]-P4K5%I?TY/`_8QJ#2*Y'@PMQ)B.I*2G6+H'Z"G='[OE=Z=W; MZ-"NWDT^+9[.IG@A43-47ERJ4JM*\"XV=*HT_HDQ9)CB/5I>HD9*5+)<(EGJ MK*0\JOB+LIZR/EW,)461*V-/2+[')+:97],*=GH MD5\S30X.JNYVY>UL[8WOW!!;Y.NV,BE=\F5KY>-/"%C M6,ZN>7B7C@7VY%M%V-#"+VBYI"D1S.C?U[_\?.\+-033HF;!DI@.MXFQ(0U" M.Z.&'J[/6>^7GQ_$P5<7U:P@ZN8%.I"DQZ7:)WB>:C:(B3M#:,[(]F"@*\%V MTAHH\/=IC*RH?]M^$+&B]&[(XNIB,+G;!PG*^/K\P>(@, MZ\EX0LT<0NV44TNSV+A"*>P7^+4_04+^Q8KW,U#_^_G^'UMXXG);)#^C[__;TCFV3:Q M0CFYA-3(H3D/2M,*#6R$LMR:?1;;&RUPWGP$`:YS(WD2V[Y/&.A.O%XV,Q(IT%M4`2].XV03T4T,OO M7QP^H1G9^E20IU08V]%(O6^/EI+.ET]>F$AJ6TFTK=QVG+H>GS]_XC+]7,MF M,AV&+!V84V)N-N+;*EI,+J!B:_FS37V5IC:>'1]IMAZGOB#7KKUI!YX=TK^B M$-*FVV2+X%])_4;>:MBTN*"J!6?`%M64\J^:T2"!=\81S9_/R;W-)`5[8O^: MVA[]/>ILD>36Z]&%.$V`/*O@)63Q>\N'\H\743L>UO6<5B>3%^WP68FAJ*!* ME?`>7_ZC0G[#?7K[R7RYF"NIC+39VT`PMM=']KKI5]$1F'@>!]1@XIC:;,G?G-45UMTQC-BZ;DHE1VE&10V7"RM6TK[;U" MX)6'CV\X!ZIS#$K3N(C+VV*_P5Y>=O;JZ0^BVFZ!`&>9<)==2;)',$;I%\>O M:B.Q)'-3`"R6>'ILRJ!ME>JJ>FUM[)?EV\DE;77&I=X+CQ19P!.SJQLWR#O. M6JA\]!H-;NA1\_PO.=9DKK[XDE_/E^5EO1O-8%!&VA#\Z9DXM\%$.0C.F<[# M@$[>?5U5"XUS;U[J6-;GHJ)Q_P)IJ/>+/Z$J!3UVEO]F9(KO%+U%@4"R@_G#\S&3P[D,J"'PI!@Y=&(A+=.> M>NA;/%O(QP%"8K@Q;UZ>B0W[FZ([06[-;&H'U*%B1FYVB?SL>WFWI=? M?.;SHC"5C8S69O`-EX/&;[[")AI;TAEK?;CN1:-M-16<0AAOK8R__.S'S`Z^ MA./G(!HKK[X?L33OZH@=YWM\?P)?KE?;4(`'8_G)*0T/\AJFI")7Q9<'OQ=1 MPCP&0\C"!O:*QME1?"VBIGF0`Z-;G35I;B4<;",O2E:$(VQJWS4."LZ@@,C] M&RAY6;Z&S!M'-^03+PSXFO!M,L$_N.O$!EX2PL.H]<5DL5L\WW^YGZ@V.,:I M)L824C<,P3?+C?]^<=AR:9L?+2V<4PSSEE8YZR.0Z'QX]MHL&QR'"CSZ/&+Z4IS7?=W$C\ M/>F!7WZ^3W[@-BLL=:3XL#8DK\U'@OX^A5(,[KXQ2/^]Y/]-/N%`\=_4NL\1 MZ8,[_(47:$XL',$C/5D^@T8^Y`2+6],0>56\FL,W^O6LO%0,[#/HP2K1 MNZ0S,H@^##0ZT/V'>E&.V-0"4A-+57<>%>4I3CB*6,D1U.3<];`878SO.ER\ MDH4HR@B(T'A!)OG1D^EYK60A&E."DT0V%K,)8S29A7,*R`'E=G)?)A#L45P;8;=`XK(99+EY?)Q9R3V";34S5" M*/X:A]/MKJ.8Q/PQ9<2"`$'Y[%3[XVI4!F=,PAI,B]&F,:CNKQK5Y((BY4@F M+A3:JRPB1-7;E70*^@I5KL/9PCX`)5SZ?/-E;2^::C#9-`W7N+^7I5(54O$5 MJDJ>9<*;>.03<*8A(7#%X.!-SBK,SOQ:,)V6L]?+->+:> M2=^8<@JZEV2KFS3+G5%\=\7&Y@2CN\2F9L^F^"MK0VSTTJ7$4AHJ#X8\AR*W M39-`9/E.L6E/S-1@%Q?_&>P.8GC(&HI2_9Y!GT!*3B7OE5CE!WVR/.S`SI2+9+X*;]6."4)HP9(C`&,+9##QDL*V!' MD(/VSQDJ<8*G+[2/Z5S5DO%7KB:;RQ8L*8-^\%-KU^(T1_.90Z\EF]Q+>V#U M%@!DNK"@EVYG0A!C5"2X(72Z;/C2H.E!H!7P3M;D(S1>+7+WE!C;LG&>'L@!V7$T37XZQN=/YHB@7'I>" M0A_1]QP\E).GA=FSPX^P]]F:I@00M%Y)?.H>,-K[5&M(MV19E7J]D%:U#%%$ MHT7#<$V,$Z.3&D))*:=P\8%^"2L+*JD04_K5#+SP[ZEN9D"-L6-[OJS.U_S) M;0)%Y.<@3CF&,PX)2[(>S(RH-U!99))I7R>Y5NDR7K/H;O$7XE8[HR?(<^@B M'MB<4)6%J@J=U2P72,6/`($6ET!'C+A*V+"'T'MD")AR@XFYX+9*KEV\;X(Y MI4E$DC.<];E9C4VY&BG4&,#+`R6B$(YD!:?3GF\5#G>R.W30.G><+)J$>4:H M^5,I(N,YCE_"WZ;)S7ZQ0'1Q&Z:/(FPGE$%I$%0+;J-#<%I=E%,LMGQ"W`8" M;'+:D_.9.>?\.YP%I0Q@B5_K.A4-9#M[S>PQI#?[(.P6!>+('E MGF!9SXEO%V0B1J0`C`.G-.&:U9"=4ZD$PH&NZ)DHY>2%J&%$M9EHP_;"V7,M MT\R[5@U!LV^ZTH!D7]0)XE1I35"SK-A)JFUHRA",Q)G1%>^-DYX]M$MH/)'2 MRJ)TI9\=`ERX\Z-WTNBH*?1H)RYS$=ZZM^@+QM@-,J9MNDO]KOL`!NH^VKZ@ M^]+OP3(]2)^1AW;VP;N3%WV)@4_.<,XQ.DX"LIJ M^G>[J.N,O9%+M\]&(#=T]ELR?^/,7F3 M4&X/B<(6!NTRJG;^KPFD\*FVB*WG;QI=\]UT?HHS]2+4!E^1^"=!K.H,&3/R M-$^^LS(:PMXH+&.A-,4O/TM?F?,?A8:XSB+R3JX:Y96*HW, M*CP5PZ]%(?CUTLT:'43%9KJHN&\'^##&EF5.ZIVPQ^=>H*E,R8;FFK8QZ1DM M6R34XLF9SS&67"(@)L%VAY6E@6,E'/=WC!`=#&X+Q0N!#220A)Z[BC)'#B)FQHMHL6(UN( M2H#8I"FSY"23Y(!DIU2"%20@HT,EV4G0Q7C=462RA68/^C`FV2+N@%Q,LP4_ M/95&/M)/M!MV':S>H%?-L=,!.[#SX//>*:6[_:LH=NX?=)5&>W$U\/AQG0$` M4A@,\MI"UYO4^O,9-@3J_?N?[W[QV6?==W9X?/!Y#[Z=>]QB5^"8FW@%RE;KYD#2RL1$NI)#AL2 M#*"FD/O9$\#CS#_-DLNQ$ZF+BN\MO_@I-N4=7XP^2M/8QB4C5(. MT#QA:)OOR&\$*2XK'#%"@R6`U#H,I3:PS+/?Q_LEXX6V62AQE]8W7Y-PI%;< MH;QBJ\.!4JCR#<6:9H9LAPP,RCI.-ZWGV>]*CIB!L'WE.?:@-DRC1V,6[V`+ M1\-TV6""1N!MT1XLHSB#ZK"BXV'*'8[U)]63-:G@M4J;$)$P([SJB! M*'QPB%I8:($LUI`;LG%$RY#XJU0=*,RT/'8E[Q1?=W!#P,O9ZI=/XVY1(HRC M8@-60;.SJ!1,1+CV$'0_#`LB@LH2'IVKWA7@ZT4HMV,IE3NF,B;-#F\I.PJU MFV4<5B$P]LB*_4RM!8XV8H=>E1L\C4264)HDK20M@:^FU'Q/-;>YY*MKA%36/O2%X1K956%!%312#]QX_:8(ZG5J-0#KKI_(&H/<+.$@ M3I'#7#:7&.&KT+T0U$"FUD)J"]R@LL3A?EZ^(2<+6VICRD6+CC^[48)%HM!H*VGXM&5*>TGQU&JL:QD^E M\&@+J>[F.32_*HN9`FNT7I"]Z[UBWK37X\@*SOKF+5-C784^NE/,B(69J:VT^6U*^&!'T1S>X=:N%(K$$-N@37Z5F#?7_A4@UTF:6!>W7$,]15Q9)2S@K,Y([VN3ES#A:8UBFQ2 MP:#%F8[-``\%(S7@J*D5BP:0PU,WV'$`W`FYU3IM;18%,B#'&S";I"I_2^+\ M`4=SK>Q`TI-*>7"W"RPD#A.]16J:"O;*>C)#V6(^?>/%:]/#S6;9=:2P5(O^ M2YNF+R=2L$]U<8GQLC0N"FL^.Y\+&+/Y/PI_#<'-]CD/ M=M2[N4FZ_%1LTR.3)@S*"<@=/"$CDE&_Q^UNV9I>82BE0*7RXLN.CM`08`!D M@K5Q+]2)@NJ&NW+OQ,X]9@!YI2[M"?NYLHYS#1D2KN`*:U:$BL$7I4&-\D"L MQ%]-.TV*>%GD^;'ZNTSIHOU@%OI>O&<63>;N=1OG3+5)1,-X=\=-U+;+JPUT MY0?NK$R85]D"WE&#H4#3TOOZ->F]J&W=9[&4A+>"P%;#44`NEKGLQ^2TS;Y9 MF9KA'6AL-B3VF\"N]@ZH:P]9GEJ35IM(NS3&(VW MH%JCKG:(*71L7GN<+6A);^L3,S;-S"&;#,2&I[CMA]7,L9$GOAPW+4!B.O:" MF^%M'S`@W>)H<2B>8DX(0N9(;5,Z*F"4=X8`J@CHI<3Y5'EX;)N<^+/)DB=P M5(3#RH M=S@@$7S)X'!O598N"GJ!91HW=$!O)N\_;]\,2!*.!S8&^A3^),$9E##6EI^< M6!RN;H==$<1P>L#\+12,(;/MS9^&OH4,':8,DKSGNVPR.ZY3"#C= M18Z>OL4UH#_Q7?#)`K1!^K%AWKGD+[VWPU[U4D+\YV214NP M>&4L=$O!-E_!LM'[57'MS810,+&A4QU MD*!VJQ@B9#7>EU$-',:;LV^=@VHGEN06P[+XFW::&SS-4V$Y[Q5(ZG!`/*W^ M@S&3F$FE%E/^1:>=_L;K-Z>47*A$7>G(X&5B_A9*7,0[L2TGXEY$C(*<(A(* M2:HL$5$`?RTK(:'F?UG)!L\M9M0_K:C1!3*$ZK0DD6ASP$Q#$C2$RQ*U0%@. MG1BU[!@?I8$X*Z9H>%/X-*`R_R_LT(V/+'6\@H<`Q,@7YV]]=8!U6VQ%:ECM MN(&[`D-[(=\VF2VH1I#YS`/AM;*6O.2>DV,N7-$4DZ;$^,#NTR8^ALA;AK@Z#TC0[%9U"_I11Q=Y7>$K9B?3TWDMP)4N3:'TL7`4!]\4 MD3%'0AS1<<2V!(!&CR;59^2"@B$@S,10:J(S+E:=(NZDXY,[%&Q+"^:A/'X@ MGJFNJ$O2-._.)F-](<2(?-KRZV$`CJPJDV"NN7HW3."TUZ3#TKK)-+;`UU$G M"")S@+!!-=`3XX;6_$9>DOX,F>,TJ\9]/,I']`]^)%.Z?OOMD6S3'4"))! M^E&=#]F;CXFK5^]PFO-&1/8`_^BHD\!TA5(J5&HC,>]'9L?'CSNT7EC-S7LR:TIU!>NGS)CBM)![_LA#`KT#P]H@\&QFWCP_LF]XO?@@828^" M+!A*S*OQ:1QVCRO5-*YS9E?6%@'>F,UV:SYU,-=*"<0-J=<<(D"/T*<.=A)9 MP\SXYR7YMI";M11D/2>N,`QR(U6%@T?8'V@63&BDBXY_!/GEM&^.?>&ZYB0D M=]Y&3`N6"!G"KXR6I[\*._3`M18D`T*C%55N+EGF7#ZA,5&)I9_TOB&E7Q@+ M5%(G1Y]*3I6<'NO9`$6.:%2;I$,E5W(,.WMB2[WW#+MTG[TIV:KN;-C1SJNW MI2Y]4;H*EPCM)SU7LWM]5TL4HM,BX#]X'OY]'1SXI@PI^R?%"04B^KU9BC[> M@1W869Q3.]!-P/)C?XMRS=1R9Y/FOJ@R)9)\S1'`4)32I1 MF3"WG>+,=(GAA_PX1YWQ*UL_V/6/X1BH`@JQ]8QS/6!3=XAP,$;>("*@\P,Z M'`HJN4WE;T9PZZBC(+1>BL[$G$9VQ;O:90Q;3N/A>"GD+MAN"/,S).)U123X MPI*^4-]34&([)'S:J![>L*5X,TL`J\KD5Q" MC29?E]T9"(!JSW*_&$2!U&:Y-"FS9',&EFZR?DH/2)M8H3\030T,'+[2\=QT M#C437^*/6"G)I@Z97->-3:>1H4M%-+MA@`-`Z,0DJX&C352$3%2JXXV>$N<1"O"-`;W#99[ M^9_F/);8/C*5LD5^)PO36C<$V'8`5-9!O](%`[]E!(AT(>7!#14H%L_IJQ5) M_&(FO6U"+ETZ&F/>Y5YC2:^()KTGE';2+ZY1Q6,9+8'1+%[[#&&F975L2[O@ MH*".X/BV3+*<>'Z<8O.!$-.UL[U#'?NBG8F;./:0*RD=&X_] M<[#'H6K6O9"2B-8^N=T_H2U)CRD+5TB6M'%6-MTB;@Y_D^:XV'5D>7&?O,D^\4SN*7"C5MP55\D96U#1,061Y M*P73=X`34QQY'>N5*U7YTEW=G88Z_VC/@A`;DFEBG4TW,S&=G)DS8+;:U=8U M1EYF:T`T7%%$ER0:16*WX.OA,=ML43S=/PW'CX=LH*0VAM4@64OZ@5TYX4DN MK9S;\F'BTIG!=D68[\,L003%4P7M#:P7_K^J3NO M0E)Z3>C%:\%<8['9#!\*5PC- MU\9^)X#G.,LZ7IG?,W+N]-6[4Y>Z$.R6V.")6BYNJ%G*`;-^BW3; M1NON-_>V<1<3=K23RQ*ML])Y(C#?[O$(*[:=P+Q;*V,<$A9M/B%:X[HSYQ.. MI]O]I%(`(=,B^LCU3HRS7_R1%CY$S/:A0"X_R^U)&J[5=8L2(/%=? MB1Q>HG($A*L"M)LH0SJ:359(![6SZXGR"#]!8>R39,BU08^5H^MB]S]V*LJ; MW97T5E.O'<+LMEIAUYEDZ]S5TMA_2)#9'E&G^4T(Z:S7,3N;/4U5=P<=U;SK M*@YH^2""0;)2\C4Z`)"N0_&UG8K_RN;NMW4D!J+$MB?>)6@K8RUY[PPPY;&= MPWI3]%#P`?VXY'N@>CJ@IV.M0HI<]QY<']7'>V?2Q!L\(_CMZMV`6R5-\NA% MNR88>P/Z+?^H.&+_WQ8GDNLLVOF5VNFFO7;5R";U)6^RQ$#_1J%)8NE!=_HC M$>Q1RS!D1L&*CN:XTHVP/1)4K"B9C%?>H\ZCPR1C'")*6,#F4>J,3*J_X"F8 MCEG=[#$7R=..=EE95-T>*DAS[]M-:>,%-E<'J&PQ-%2K+6*LJRF2&@MYF'C02X$%/:.8:+F/7L;Q MOMRV)Y1@B+>G6GL/.;*UN5"S-_U#+A$KYJDRO1V):7K&R$>4W*KH-XEI*['H M1!!CW4HI@S38LXK;AM.H"T[EA067F89ZS43V>[U4=[UL/?@S2'K^4X[9%%\Q MGT!6^)AGM+UZ2(AG0I*WA`%M]4P'9)8560V3F87C7T&J`VVVIK2&@RU6MK.A./V0GWGQ2;C/Z%CCD")OE5U/FEHV-HN M7]V);\=M4>]60YE&V7W7E.]4`X>\XF^[.$^_$LKR-W=OJQC"UGWJ\K58U+XC MMXH.H(;:3'>-?:;56)ZA*H+N/]I2$_W&JZV<)YRQ`"L[[TF\XL M-\OJ0-[P$4D3!]7^%KE.0%-).&$O$3]1^B(_Z%K%B#`95'*M;%B\T"$[ M9MA2*\@Y4$LQ9;?8!Z7:\_4[2N/&<&%7(`\SP=!:'`)F3:F<1NQ6M@RBOU3D-5,NREBV)3CO,GSZB`\8:Y)@7EA0)T6X0!!K-VY MJQ`]AV'?41B[I?.X*?>`$Y)&.(9E% M=]8\Q5WDR9<'O_P\+J_E!<032E9XUT@E8VSUH'F*5W3C@RW=V31PKM5>;3!JSX(3W:VQP>%QZ9'1 M\GLU>^C\EO+^&V\>N57?WI&<"RKY6BE^Q\^[(PQ MT24YLNW*5'(V@)EY%.=M/"CX%6>.:PO\3%)#3,N#ZUJ1UB,FY=J%;"$5,-!^ MC#MZ]?Q);JT0]C:T-^7(D0[[5YO6\O=$@+^0$"Y6H5V0"4'Y1(8VA4/& M?-U982[F$8,DB1?#V12XD6W4Z2)<_$A3Z6X=ZG`((UM-:892M]Z\'[9`>X9` MO"\Z7C3;:>@=8I^.1P.ZB\:8Y92?&XN.9A54,XKM0"'ZB44N?1[&)HMTLHL3 MVJ1+>3W/F#NU8(!4!Z-W[W9U,$.>\'T3[\A1#TZ"D;"S:X2XRSTBG&`70["Y MGD,A+:C?G#\8;#O/=F%]J%$:FM;1VVVLHSXV9]I/V'Q$=>`1;X.1\K@1*X"K M&&=/?76VF^8-F#&?.[F"XTHM.TB:J:=F?-8-D;.<9)O;A0A\`G3@S(]0W?AJ M)W4>W-/6($L,_ELQ2DK5WB+J^$WQ9YY>#X*/5)?)&CIZ('Q4)D*+HK)Z,'Q@-)C+ MV"13]1'<'@@?!@V/+`42O%7[IAK;EZ'/%;'2<.ES2*D%SU*J09LG:+-O:_PI MM.''J2SI=TDK)@FF&5]*EYW(/#!KMVX;4[G\:SE$"S_AWW;$F2-TC#2#^&2G MON;M_MZ4FY3<5-E5$VHH'7$!@:>]%+3XAT M#C#R*VD$\IX$%G?%JURU`\&.E]*?DJV%-8];1 M4!"NM?%X)F-.>B@;[D>(C5E6YR+G*Q"GVYGS%#_;M6I$( MRL9/K8`]Y;(P6U]E+I.E29K`5?-&EWPWN:G<3[GB@UDT`.V0TH/[^`3\&?_? M'<+8>X-'DVYFYL-T!+`^&^EUNQYH$>I;7QFC$>L(P"8$CR2$]``(''QV0:R6 M6L+,S79FM]])A43F5RZ=VVG;GJ6R?M5,5[+SI5<^LRID1!H[8SA]`!1;)4GT MKQ%T7.35HQ-D([.NK&4\#O^8Q\;TJ0J`C`:)I(TL2Y'@,]E'41D;CEGH+A5V M9]]^B2+2<8V#Q(+';"Q,1X_6C,]OGVV_`=:Y'@]#NB7D3 MLT)2"%V#B$+?-IV:VR73AJ,$-`(%5\8<:?AF*-M4/DYWG*:9U79/]MVOB\*H MP$.9(^:MC;T%1]X[$A1^'S1()=&:$&DM[[7 M@57]@^`ZE[(*.K5A:-1BO(A3-V3S01-.Q3E+*P8U;FBK5^6K8(`4Y@K0YRZ!"1F982JR"G=^1 MY"=IS%O;4KU$Z32K]P3#Y%]3TIJF&R_U7QH[Q`2I;3?#<2CF8HT\?#*J"H%\%65I>V(CQJUI9MVTD9UB M$?&:[P+F[HK8#77@8A6+`#EQ.GD11T23%N$+H[?-BVSENE::P!>ARN??_A8X MMG.+=!O$;`NMQ<5V=`#B=(+JN&7Q3),V;[56A)[ZI&X-H'9G#0I.]XB"^29- MKNNGC1,;%DOE2`(N%FHT4;8P/+M M4IJQY'#DOH7E6Y%'4^)'XM#<5;L-WIAUZQ[]-+,<9(9NB@) MP7*DQHX@W')V6C*G)0;DC@\L=G\P?XG@1M?C6CY;49A=6"FY,K\Y:$F%2_9^ MYD%AF'2U45C?)#%\:"RWJTZU3<7(@8I4/WG%F\3 M10:H8313-7["_>JS%>6H].]BKJ_>V=6]'@A'39OI:+8GU(JBWEO/0>/YE3UK M=+I4JU'3[?).YV^HKSDB>^GD,8J6Z).3TLX-7(]HE17^U!061^GZG/F5G"6^ MQGL43+VEMVP#]E5*9FVVUBG%-I9C+[!)LAQRJXR-VG`W>T6;XRN._T+P`TBQ MIT7-"CW@##9-UD::@\7+8$Z^*->/_BZH5=-PYW0"H>DF!I.\,/"^)'Z@H$YL7`` M0^Q42Y@Z&U[$B>2)"@?1E^X`U`1""_0J%SSJ0WR.-:P>',.^1^%$^P#0["H% M,N8-VZ'HG;/)VVJ\IQJ8#+KC67ZF/;IKSN*,-AA>9OO3A@8PVX"^XBQN\"Y?]\0J15U<5UTU\NG^@^')L+H+] M@R`5(M"ZISFWO"_-\2E>Q:%)ECG3MN_.!CP]MM$!DFTB=@6YLI&\TD.X( MYENBQ^C0C=1XRD'FVWI/."[.B;8(9R3KR8R;Y`^^#YRP_;\AK>\IX8,_$O3^)E%]_LLK&;Z;1D\%3 MXXDZ+5>\[?B+KS`?>I\SGZXP/;5U2I]8/E'J#=*H0F)Z\.GQ,7]/,<@FU\8[?E\OSHBRR?N%ADCZ MFZL)I"L:#W#3<9';<@'LX2S)OO3?!Z[P?Q^/K)L;F*ZFZ8'P@>IR^\7C[([W M@%LTV+2:E0B,W@KHY6E\M:+NB&^UX("Y=S[CK7 M+J.E,1[,]@%TK.]SON:[DR&B9%KS=\3&X=4,0[WW@^^I+O$4F]HE:.;`Q=;2 MX%L>9Y^YB\D*0Y9N40KKPZ)^$D*KJ@E,#8T<+>:Y7#`B&5KI=:&[3Z#G`E6H MS(#+B-22&8:R5+9=20X^&ND!:0.2_P0=WJ;./X*T#JJ/H^@V!^,H1RGP`5'T M4M\H:#)$R7KB?ZMF=*66O"&%.UQN6'K:B:=3_304XL MFA1Q0)P]@>'+Y)AML)EAT:],#'YF3)MV-AZ0TV1^7ND*T*?&N<5A['6'2L?4 MJZ=);)ZKIGI;\ZBOY`)%4JU"35[*R[TP!`$OAE,<.TA:F@&-:X," M]Y`4LL,SL40P+ECR*P4#FCK#2%`4K<`"GYR&VPER#A)TMS0\OIK1&E&A/>.!DJR+")]@%M)N/J&+(*TE'1/5R^ZQ\ MPS]`G^V?I::ZN%*>/8Z(I&JS3*=[5<)@NXA3(#R7.J5/L)&$ M\D,`/QT]3?HWWJW&T13W1`5]F>QK!MLG<=C8+V^*\:7MO58+]5 MG'6"'H[)[3S`,<6WD1X2B88$75?E72\8(Y[-,C//^52JW]HMQ_RY^QMNZ[!N M2N;-,-.*,<1]?S+VEG5QS=1XL]G.K%"=69O4!G"H2SJMNN"=]+)VV0JP'4MP M0(<>*S-@61)`!JS#X7KT_[@[L]VZCBQ-OPI14`),@%)S'JK1"34$N\3R/0)\+87+\^XM4.7+E/_W'=U* ME4<7C:YS@E0N;^TN"\,O&;U-$Q.ELY2T'6A$0PV;4ZOLI(TSQ;NX/(?NIB6? M,/HM*%OI6%5U@IM1"(AZ.^Z-@.>5WWF!\C#G//D@FDCH6RJZJ'XRWF<%BM$Z4V[/G#E;@F3/Q'*OAR.$_C.C)7C^2/2Q6^@#SEJC!* MUG\&J*@%U@VF.JMHX-0YFS6>R!6!GYM=.--'ALSU M=%%'A">%@MRN4J*%;6.+'&J:HN'$UV#,C[,!DCC-RD:+3:+QY8=[F$\"J8?-I3,,F'IXF*G*(:^D=L)VTJAPHRX3:G&:U!LL4.0YO; M\6`COVEVI`ET'13>*%V">2VJ%,]*(WM.4Y.UZ"7;$P.]),L[8VXXRV5?H<"4 MV]CC8%,FDYT]PE*"G^X/+@CD:I1H[;X<_V5NJH(U\IFSS+[CFPC=W;0U]XHPD,@^:X M%!9,]%$_O%9[.S=Z(`M*Z"W,!!"%)^1[!36B'G!01UF\L-2KT[,/1T)\6_%% M.9E@/C:?C701:WOZLA;C5GO!H((>3-),2N;P)GC*WDPE6D4$9E*PK6W]6$?( M^XOY;+7G\ZDO"='N."V[?Q3-@^`TM7V+/_%'VFB*K)E'1*FBP9#8!:>JE/+3 M^9247[4J!3=+V\&\6R^Q=*^4AJAK91U<:Q:7$R([V$Q8C^"2>7:B14#1W"Q! MZC[C^][@!EGEY0:H<&P!RU$_+L9%ZN0EN2)LJE9-5(K ML5E;8]0/W.7)BF`0X-=WI/-:][(7I5=F)Y^:,IM/N5LP/I6[SCDE2H:S_XI5 MXA_WOHNJTN[G&N>*@!<#!*LB:3BE\ML%:?=EYNV')X'U4(#Z,#R$WQX?7G*G M/#[,)Z3;(^Y"&YNLJ'@<4Z>E*?^Q]#-?#H=B%-'&_<@LKAS4%ZVF!^"W8N,U M8OBT%)G5X_$KUR6H&*4-A?*)&Y6"'G-TUA4E5!TIB#'742:,">?^["3M+I5P M"!HEA?_=+4E.&-BXLE7!8*!,YUL^9.U_K50W<*)A3K7E&#*K4:^$>7A>%K8237'!JPID>W?WBN#F3 M,-A.8YH"RDNEM%`9`E]X9V#"W#UU)"8?J@$#WTGEK8MPZ$4WKA:`23Q(FTN9 M%35$Q*`G;"$_#P6-B'"ZLK55`V?FA>E$$E@0;&S^]PGRCD!OYOU=_7H)]>!6 MZ$EGDB02P/S'9J/H(>S*69]XIY19'0X\B*0@-[D+*A:UKN,8<^\8`6N?YS.H+`[5K,R2BSI)^YJ=.2T^-`Y9.\TB\ASWFER62P85AY?T[;0/ M2^ECQ+Z`&&>-*H,39>%I3=D-MX5_X59.G$MI^VU^1VW*&+S;\E2KL]:55IK6 M&%@TV*=?UH?L:.IO3%"B/0:AQ=94"0=4O M)#GE:`ODI"7_9+F<>C!L@!`C3#FGQDH*HI%`T@@P.Y'/E^`,`N@-7Q3TS]F, M:%SI7UM628GDL6YDZ:&L^7WTJFV[B0/23_"A!`$.GR MAE.<9!-?VBBUQY$*J3 M+IKS1W(*23,`XG54M!#M\CWXYAN^=+,>=FY)$Y]<08LK,?R5/$HF]3RY.H(9H:R:[DODU(PJ]^=M!P7^IK5PUD;R(MM>)_LVWZ1Y&PWQ$&4PB^#:'Q0 MP?F!D)J\@KORDGM> M(1]ED5QP5R5!!'S;Y0#"4U*:..7GHO(\J;2Z6]PL3M$Z.W67@'"=XF?!^VP` M38&3=UFZ""0?]B52*MH?.>LJS2;**PNR.U:'\A;WML'Z$;$@D:!*(KVJA_I- MF"UG0<=1+$D,\Q@>OYU,X0&'WU0\]2?YA/RIB)]@"REJ8O=7LRF$?>H"I6B`ZB273*L"LP*SHENNXU2(`DDQ655, M].%4Q'BC*QP97/WMK2Z4/5JZ"?[<:DRW"A3MT/"]2OK/N#O##BU,.>!C!^H$ MNG);4>Y'IZMC.0FO.Q!-AO44KN:\J3D`/)VH((KC(=?/BMPAOY*":NXJ*5HN MIJL<.KM-!G1Z;,[Z-3XSW4E%.N/&VLKF^L:VA^8?6].8WL],(G0(W:@#M=:6 M):8H1XZ"C.\#V`>-HHFHA0KP*CFA7T:?I?Z#]O''E3?MY__K\9'"!,7X8EQ'4#+NX:-3NPY=/GD,XXIOMF[@7$R\3Z`FY9":5D"I[RP`1<&ZOO&O4($WN'=H+NY51G.AR"B-@A/3<=GQC78F3KY.9R" ML37(E&`+$S9'04Y(KHHPTG)3@NQOPI M-.5W*>@5[9W,YOE>U`03R-KL#"DHSA!\^TOI`'2X10%+RO,L150C(^6<-CH.#ARL;F'YI]Q[?_/3[VO10;8`^@ MT4#]$=U[@;.3W'N!NXL7>`P$8:R_8H$`8&;\16L;:.%I,D((YJ.,&9FSWS=C M7X):@N%"PAG8%2CXHA"`@E1FU5(_R3*JY[4(I/+<2B)"RFFU>FY:@:;O76%Z]!,9;R1@Y46]3)#<7TUL^PV(PM6U**H=, M[<*DW16_EWA0#&&=$RU<+F#)_G^WMJE#6S;``&L`\HUI,@%#*/GSJ9*GM5BL ME(:;$+;&)1(N:_%70%/"(IH82Z"=__(62^"87[!D+'=7/A`L/[LD`Z&DH@Q3 MU;M+V]%1(IM>=/&;!$'HZUO0-.JU:6P6DLEZFC+IG,FYQZ0EZS@1.O@7(3@-_D(5$8+HQZ?(A3.9;_S?5Z]7HGQL54]NA),W\0L='*5(JS]>FBM4DEEX ML(,K>1!N5OYQ>H6ES$Q03[2IX$0+G.PPZK;/BU'[Q;XB?-8N(W21Z0EH;&2, MDCLJNE1;>L$D&@-8?-$L#D3,S_&-*S*5T;5,'6.E>)*(LL_N(X[7CC/!32GO MC`;B0@SQ`?6"IYPHZ92!1#+I4SZJCD>,`5U'4RQ=ACQ,Y32.;R$VS&*WMROQ M$YU*RRP;;M'@JD/?:KQJR^*/QJ?I<=T6AWCSV437Z3'-JI9:"OH!F0(/<^)1 M76DG5!,TPKEX+_C/TO:<=IJII(7%1*&QN\ZWSU#=8&=706\+`O)L\"?>9;!D MAR49,_K*,@&P\L_,HZ=,;K5Q#2NUD*0ND?4Y]RB4;FQJ[FE[3@,V#%CW*2%D>H2!@.\`$UACSSX"@]R`2NA:`*!Y0K4)([),T_"-_G MU4#%VAL>?P6E]UKARSE;L7_IC7M\-::,C%J.,[*AFEBFO'?]Q\^"'97,46ET MV;V3P-&,7(H)L,&B!X[P.6W8+%%M`;"Z^?\(92>7R\#-C4+Q7#7CQSJ+CWP2 M`@K<&MZ>F$ZZ0$[YID%5V8R2!JQ59>D=%L*7^1>Q8`('W,DXW&=`_*N,5PY/UKO*K3> MUO7JP(.^\&!$DB?Y+5J:1P$#Y05(H2_7@EDWM2(66FM:2@2C?4D/3D!*$+QE M`D,@"S"\1'T[%D,<3N[U#&PDOM"&$R8);K%MG&EJR)QIB+Y3VO_&>M=_BN^2 M'R``NRQ'50"`2P;R=,!-YY+(U'PQ=7E>X=##WZ&+:UI*/4[1,K>]-G.4H>=: M-2DDG#_08-%)QV^RWBF.P9VKS>KYR6GY4]^LP=:1[20/X;.(%YH.UO$&L9#; M#RZ+UKTPZ#PI^N37VU*@L@@D/0<=UH;/Z6==(L1Y%>$J^DFM,P2Q$V4M!+,7?HY;-U,J;/"',US> ME]#HQU1DXI=TBJ$:963QZ2!M3]3GX9HT)"&?VP1G2'A%)FVTI%0**GAH+`RM MXL]GH8Q3RKVM8>N=S+U5U+*X!CSV"&=/"-/B"FY[]XQ9@"$M&9=&$6G6@8R> M0C*+\'@J7\.6"&A)ID%M[]M M4=R!]@-QVD>*IF%]S$/%6H1BH"UCB)4%Q[DG:6F?W`MT?'5VI*,^0CT=H':G MH[,NHN'Z8FBCGU-,J[YN&@OU7J:VCM^8`[69A_E`(]ZB#5L(]!;>P)O,@A9R M,Z&Q>OI)YWIHQ+84E??44:`F(KV\N;8KE9=LREY MIL2X6V2!C%`<6$D6Q2:9QW/PJD:CK<,C[_)0'#$:IR)Y&AUF`98G7P=Z5[K& MLO"]*1O\[3D@JY;I`[(#R1`%<+NT6^>%>:>+*/`-4`CF(D2( M(WEE&JZ%YM\4L4SX>UIWHSO:S28&(H49U$+CR=5&#S;6'7G::Q'UOI39XFC' MC*>'F)CQG>2)-)(!/RBO4NNLM.*L)CXFVQ[&G"NTCY-NNY23_Y=IM`/Q2N:R MR^(4@ZOGF&1S,(6_"\W@IN2U.X>AZ4`&VZ!KCH(VXA?7Q]1L"9W"N"C?I['# M9=/549&$4T!;<:AIM8%-4R\63Q*FN>D:FQP]E]M`2Y8O)WUV_O:*&Z*NB*XA MI*-E,2P>!,]K"HQ.:B;GC<,&0\Q5$L@,5!2)]`<#[[3H:%A;%5E6MA]L$<;L MB-:?M,QO@I?$L%)RJ^X%^EF\6.8WMJC5($/>`8Z_'G+I3,U2V`Y'Y^$[P/]. MNOED_1605K8D'!1*F,PL%P?32`24#HQ3*Z)4V6L5-G2EM*94IIJNE<_$'H'< M[$P"-=-:74U2E5N-B"6N/-A;7U];QZP5#U'V"G$? M#JSXVA-FMWSJ:E*:G&%1L&YMY=T%GA1R,1&CX/*U*Q^%5"0/I(YX^/%N;QY> MO'UXR?VYN/J5F48.G_WII4(07LW@N+:.C3Q.=2_Z3KV\92SY8,V87[J@F-U2 M]Q@NPP16[J?2#-(8VLH(30T(3U?^(A;T^"TSG]BK^KPU;U]>75"2\&%%%P'_ MY?'SEP1A_IC'__X1SIFO:5AX=>,`3)KVC4!P"W?3_F?>^0OU7^+C?GR%$!ROTM$F",A?C24.&6BIUS2DUTH;STR3T"7Q-/VL MMNJP"L0^P6FYBQ1O^@'81`ZNEYLHS:3'WZ1=,4D&J9!'7A M31^9.X$X*:!()`B.P7I%/N-V!F&YV+,_W4QEE]N/_C2H=3@=1C_#:"14SDSB[JW8NR']S*,?>5O M79XA'<3&^L2H/9K0U!380W+6J0LGC`U3._V9DS`=U6KHC?V)BQM"HQ$Y=%3\ M_-@/>`^(>5OGZ#,(=*A:>6>33\AJ..(G$W\,7#/Y8WK`SD@7WUW_%HW0_$^* MPT1U]3T$L-8IJECV::4%.^/\@W$4!)WS>BST<3")"70RT[#3Y=[XO)R&TF!? MD]TQ37^I09(\L!? M@P`A#WJ@R_+*7.M+D:(#?>[G82.\`77K.$G$*.*_)/T642DR3?$9I]K8L=W$ M+C([30AD;URQTG,'D9\NWM^BK"`7:I8@;LBXGEP*(0Q$0?OK<)=9GY0=9I;C M,T\2/,X\B6)`\W<<9-<1F!-=)#9!4%@GKOU+/&M23&LSH/]"/ M2WDZ5KYC-F&'<:S,9X:%/`S=1NK">*_KRZF;IT9Y9!VDG$(6P*Q.CEO'AO^# M.2$B4VVXB&4`\^G9Y83,]4?[Y*5H%6&NFYJ`ZAPK_+.N4DI9*PGG)^T9PZ+[ MLQJ>>?@S0IV,GQ8C2,[H@/IYHB?^12K??UP/RNBK%-4XQ>W5:J*O0A.=;B], MC(@*/+RY>*B""(<$=17,6V)92O%CSW:/KY[]Q$K)&DTK_-@\+ M%B@@JY#:Z7Q*619.I2K."3[:=X/D(2T@G=:W$6EVN3TH6DII!F(NV'RNS"X! M%6]'!(,2T=.QZG%;GAAJKN8NJ[^O)`E5M3'J$GM4/I<\WVA_-N1^/4$K"0^0 MGM'F@/QY=B6E'D,6V*0F=6"8%'LD8&)YVE&&,QJHRYRM?.FUPQ/R.%1)COJ& M[60MUW(/=VY\V$:U.'AR&H8HP:P=_%7R19CN_(O$)^@75R8 M-.@OS\+JC>2208W*PLT526W@VN:,3(#B+UFHK0CN;#80=L(D'FP^VEE)R?&& M9ZBEXA\/RH,X7LLN67$66W@W'`KNB-M$VI&TF]%F.A5H!$,M/*J5BA8@>".? M1)J"7!(BZR319RFA-RI#6+;=*HV'':;L?,]6Y%8<%:/?#4S3N+8!-A1*"3R7 M_`IF(-9X3!`'SY)$[U3AM*/#D/*)=,'T0+OH!O(;'_[2$WY[>\52(@W9C2.F MT!_V!,6TA]QNX_Z'_2O/NFS(N/S/=]*]\07I(W"CEYVE6M;U"F)E%EPTM=#@ M0"K@+2SKO1H-W*V_-`%_(7D9.#`VF+[&D?V).RYQ;A&B?%=!^M+5FRB)N:3Y MG\@@*B&0+1&7*>2,I]E>3<5[7$2M?W2SI$2,RH_]E@;]9!+D:1>K\.V@C3V"T2Z\+N M%D65S_C!4AOL&X\GY&<;_;.DCK`B&D[U!GD_YNYE@1RWE^`Y4PA4]*?I!G7@ M#?MH_50%Z3(KL-I3H%$80YGMG]AQ5=8X['JQ1W)A8E$*WRE]=D&6[;>O!R_@ MTZDH%JSD?A'VI;N&888]F_[^W#HA12T$2B_1Q(>VETD:%K;ZWXEA1*G%GWFHJPJEOG/' MRRV\HJ`(#MAE+B\*]5D.'T:2(4PW)U.(\3JH0&?PM(&<@Y;LD:JG:2G9.+BL M;GE?1Z!G<568)D(&U@:KK26&[7!^3?62^91='6X-(5JW_E\FL#A6=/7]QX<1 MGE0(M?3^$!.3)6,#)4$I+2T"HUK+(#;P-_?GV*0\6GPJD3>#"1%TO4+51BX( M/\X)K&=7E%B0^46D3]R*O??N`95XP/)]\X,4NKLU9;\/W,Z)=5:[8@OW1@+, M/<;@3?DK=!:9$/"8T&2>EM(8U;H)-`F8&EH8AS?H)&M`O'1>0^0+56T)(C\B_KVP<1,L- MD!P$EELLB8/P&XL#B@93M@-X#N"=SIPYB.ZTHXF1`^D6;*:Y(E/"6K&K,"QD MEX%HV,I5?[ZXU2TPXE:ILHUYDGXC-VG-.(FUI-8<4S$6J%'$B]5JT[S4!0[5 MBFDR'WX)I.'`\",6V:A\@DR9<:KZR>46D5WXC2!>DUI"69A\JW;YYW1J4S21 MM9[^G3LWY$"`5?!@$G?V-,W&OD"CBB08.TSOUJ&>/!]4"G"6Q&;EBL"=DZ>E MXF0@;G""VC_Y6;X("`5$Z1U&D7M^*V:SJCKK/_JJ.05D%WQ9[%=@?=,$F_O5 MK&[NK^WN;O4_?Q.='OJ]-$P&K$]=L/IOI\QH\7O?<>!7DTXQ_4C/QL,6DN"G M=-"JJYC6&4"R5BZ`+/(KFO`AYO&5/GOY723(G*\\OGU'5AI]9T3HZY"[!LVZ MS\0BLW2'%1E#;%NINA370-'@JL<[#V!.9,]@=@(1(.&K+&)QPQVLD#&C+APY M18456)#";DX@H%`,67'0J'JA4U&DCDSM2M4&^OJMJL,SYT'Y999(4DHMO,!, MLLZ4`D=N%Z4QO)U49&D>*M5UE3,`>I);]:/5OVJSJ@2V>T1=R_X!%EY^+[6P M`JV[@"/H30Y4_XOM)G=#@='T59TK`-2"?5#I2H%^G3U\T+=:]BG5Q*?7`*DF MB-B3$QQ1D\S6,')$R;7#4I38"C.:KE1GK"R_CWJ\KA6W1]+-%K9/<.GI,'?O M=&)GJY]!7"`P'8;ER5B/E"?*FZ_H@3%)O]`"'VP\6B_H*+8Q#U?I&^,@Y:!"<)[;;TQHUN<($=6=S>V>+*]N:#W9T-N]"TP`<' MV]O^`\3A0!5<<^*B8\2/5EZ`3H`4+I(Y-A.O/<_J%'YDSLM65,BUEW$;NK MZ+5_X1SAEU]*`DKV(2'#=)*Y4M8"?%!3$MD,$LBG\0NHP[[=)\^#2-*Q9OXX M605XUZ@AOXXB-K^,(KQQ+\:G.:6%G$0]N7Y"+J"F]%3F!N\UN30B1EX`=94_D=9)BC MU2[$TX@I3UE6RNP\-ESFDE&*K-_R`*L));KB!P,8Y-2N+D4<=EZJUR@O:.WT(7'% M7[L'R\E6MTWV=WZW,+9I[]JB]S&L^AL,:/PX.6N4B)*(7DOHT->NG+NPXS'] MB&DMC':9\;>'\?>XL'4-^TG<55]\LOU[KTOROH#;/T47%GC0(2ICE)=A[MUV M>^''GJ4;ML[U/ZSKP>ZCW2E#WVWES4WQ1,RJ1E-=Y_'"N_V M3*'$B^>/G\3UMWL1+RUJL-6N&;L.;<,QI@7*Y/#SUH";WZ`/<;`P58RDU]3D M#BU5QC=6[NIGNH,++AVX\ MNQ(=J[/G.K1*^8:EW7FP59?5R74=B:PBUR'[4[F,5'D+OYBYJ#W/+E^GNV]YI`U\/49]YGJ\$ M$>KKPA`GN!B"@%O<+0XFA5I-3:#_V:7#WN*$03%*%(P[9=JK8UJ),KU31)!W M8UKP1-Y!,BG%IQA/>\MC5;50B73R'D!-DWT^6OG>W!'0>M%1;:!W%`<,MUNZ M]`&/FRI3A`C*Q48ZO:7)19"Z>M\1<1IWPXQ*F9G9VFK*![+!MJ9$MOR:DMD" M.U.'9?DK4'%Y):Q8W<<_B;YD>2HO80"AI+-9DF,JC(W[K4;U(Y:O=X3 MV,`MOCY[;XHJ=+:(:-%%O"5#K*)RC[@TZ?!XAG\Z)P+N/YQA8U%]J\8%QS\* MM@TY:*$ETRY)P36_P`$WX9M$*^Z'[@(T?9CPUJP4QR$QG7=N$`)]GY]Q7.>$ M4'"7Z55`_D)_Z42@^3!O[T\YI*ZH+8L`(,Y4,LW)K/&NE6-8F4H8ZL[D))*% M%1%*E-/#`AS-ZD4WZ4)9N4().N4T]@6#"S78;7,)@D;+P'?;RGJ0#6IH#R(J MF%R$%$1ZW>L0H>[BH2*>HV13`\Z\8:JW1#K3/0HFFJ(%>_B$IL&H%B)8LZZQ MHH<6CRR4Z@8&@2O@O+UT*#Q)E"2B!X5T$4L>E.XHN1`+64R&_^<.+M++O]6- MM?VM]9E?]W8V9G[=WAJD:-W]Z0Q.%E:_0DWZ\4^G;1>G[Y?-4WBSU3_=%I"465A]8#.OW,T@]//HX MP3E`]_VUHB$+T.[:2,"7\)`JX@AU#OA;OZL=J5+DBR^MW"@%*('#>N)4$A^N M_.W9-_;3RP=P:S-IJA/).WI]BG=?E>MAYF$X7+S_J8FB,$9K1"HOPS^-O+[4 M`Z"#4%7A2P^]?MC=XJ^:ET=#XWOTRC(6V*"U.+;SQ%;?K606R3QYQ3TRW<'0 M&R-J4396/@?U1!/C3BD/Z>`DK1)L`9\\`0*HD?=GIWA$6!K$0"7#'5P7/8!9 M8FX:$[9(R]W.EJ2-,VV*O&)C94_YP$J>*-/#!N/PZ.751=RZ84O2R^\!.37! MLS9,ONN,YZ1D=0&PLK9ATF79:5,X+.,KRT:I75,ZP`YKV5I_N'_`G7`?9GZL=Z-GFJ<8]*),)?T@W^FFX$N\37%32L1]UOXC#-`VB4.Q@)T:?.6E3TE;$*.+?+]V;F:W=ASUY/@"W2_ MSY^4\O:E7[YAJ?EL*(H6D[K"E2`3)@.5J1$P>6H=3;BDY7N-_GA2+G(VB[J[ MDA1U_:.J!RWY@:54#ZKNUE:>O?KVB;IS-FGCJ#G+^R*,[[>)+&O%`:GT*@*< M6)EW[D&R-:Q'<"(A\01OI\DR4XIWOGZ]6/$<'MI,:(RP9I+OBR/RKKZAD-LU MU`J"634XAKT!GBN@>W&4FDJJ>3COHB[]41BH/V\NZ&L/]*QCG5[9[.*4?M:E MX9-`YWOT+/4@.95W$"0I&R9E$H,K9NFBWQTJQJO$X.Y8RFP(F M.;6Y$2B-*M6F@!S)ZK]6=T>.'PDB>NUL\U%=_.[M6X44I!5"EE]7,GGL*P)[ MDGQ:;'TK\F'JFWO/(4P`2XNZ=9=$M^L$6R;(G-13K39,^\3!#>U@<[7H8LD1 M#>QF/*%^-\,;@Q'^YRM\,/UGR>'0_WSQMO]%Q!AW*?9/@L/VOY(>P6'TO\91 M]K^VTJE_EHB^_]FRJ_\1UMK_!"+,K^\2:2HT/NF_J'BC(&BY,W#):0T:I"X*TOQ!Q&?M*L[]X?)='60W1U M5:/HZ$=T;J+'AO5@H@"-N`B/;5"B.-=)Y5S&W2J=TA4YHA>A/S M8@.Y91EW29Q3#/&2K1",]SJ-\#^P)Y71S6U/^&*7/%8I%B.3@_\ MRKPF!QQ[0&F28`^)M?6^@S?P*^Q48>CC#R#?\>':RHM'CX>S__KP[.?#E2>' MEP2>WM.[7\WE!XIKKO&YX\WG%U?O#C%@J?-Y?_J1X.0YMY+-S?MOM(:_YGZ@ MJW<7/>2^/L4Y>0Q]ZNO^X5\5,M!5QOV#)\0+P/&G9S?_>"9;O*'8 M6^4*TX*G*\V3?K1[ZSE9'99G4OPO<"VZ1(7KN$DLL>J7)905R=]+-\HL&DLQ M9[8N6A<-2LW2$M<:4+79<0\U<[#,:`;4@`:6?!N$??WYT[P2E.6[?6V+Q79I M[9-$='(M+A3SJ]MK>]O[_3Y6]]?6-W;Z7QN!UV#.6F/+-C__LPC#!N)?B)__ MM'+3QO#]Z0QK*PDV-`M<+\?*4`"#BIX"NY+A88E.]6%B%[A*HJZOMZA;*8%C MCO@/(MY282"5I"GTB+2ZL;FQ=K`W(-CJUOK:YN:@W64!\MV/[P]I"SIP/H;; M73M8/QBGV=IFK>P=[<]4RJ\I(W]\9UK5ZL+N[MK$SC+^Z ML[FUMK,]OK^S>;"VL3TJM=OK^VO;.YO]^E^A\K].7M51T*QN\M7.YAABW5S; MVUE?PVW9CX=*O;YUL+:[/JS8A=A_4\^N_IOZ9.7KL*UQS%W?&2[;QV=5/^T' ME=*;O%,I[:MQ-%;=4_%I"8O)0E)OMR0TI/B`"_+5F M%I/\N;OD1KP*;W!]A@?,11#(8?E>E3EKOX"O[:E_*^]$'K5<-9X\38WFBX-7 M!?1.QRQW!,G%)B,_E>HO@"L'=A/`[O/QA=(?40W/3+`P70>`;^<7DZ9H[R;Q&C`O> M=@V2[4!=,*^:Z'3]9SW7YA!=.]DF*2J2F1PBN0YL8GK:]82C4=Y8%+QM+D@F M(=(%SYT7N3W8\(OEA7;`3-_9-`'P:&1UJ04%VG$%.):>R*@@;,O?6%LR?Y[E`=IL^+\T17+4XTU;`E'!O%UF M+6X-]<5H,P^7V`E@/J)SJ_-F``8YBK-`Y&4@T[8#FQY!%6-G_Q"FLDHOI<.55 MX=-*^1DXU&)#9C&5V[$Q$2?377?RP?)@<"9]BX_[/6TN>Y:9?A^D??I]JW__ ML8WW8?CGB2HFY)R,O)9)]T>6@H00I.\/%E?IQTW^P[F\@D4#QIW1Y^'V[\?[MIK+PPJ;/629 MC?HQO#;,V[Q\QVZ6?KITW75M,'K`A=8/BJ`$L4^QK#X\!7W:P63I$]5]BCLG M):6[7H:H'P*0I"6-)"'1<,OBYCM6U4XP805'V[A*,FY9E*)CN`YKR_YBFGK5 ML#%E?*;`6B3N:+YH>-4X4OVVCI#1D*:7)(AK;;2@O4?$+!VC1@WO#`VC:+#!Y\T55K9@F<0&$#U3S72>\V02[U=B`=#_ M..%L_<,0&7;C](\@2<4;^I\S(^A_K\Z6_DFPE/[7ZUS`,SRX5+N0_M?LN>]_ M=]A:COS^0>/7__QI)B4I:AWZK[X*:W=M+.(9V/;+W#NB'^-53AF`3-'V[<_I MWUG=V<-R'>,\,@&UNC2;R[L;^V=3`8@(_5Y%4Q:Y3V M%`3IAU-!4.$9''/ID6!3J6]J%92K@K%^G'Q4T46Q#[*D?"!GUO9?)I=HUGB6 MK/5UQIZZ8O&(,6E-&Y86Y4MV9^GCR:Q:FNQ1AYFS2M_TA!DD0C-*C08\+)9@ MZ@.M_(I^T]%&@WZ)>)4'Y88DZ_6-09.(IA_CSQN[:[NCK^_-5;3URI95`XM4 MO9M(O886*S&+D2^''VZ*'9PSPVJ63J6DQ+=6>TA)[G!3RR#WE$.L#,D%PZQ/,7#?'^,G7K\L0?KUZ='-_UOLT+O!:I47E'_ MP6)H#[B_NKFSL[:Y,;KN-K;6]D9_Y>K&SMK6QLC+:9.Q-^/DVX?#SU1>X"/= MW1N.P&-OS\B.O3T"`P-*K1[@J!SQ3Q6=>\//OPM2#4LVL&H@"V9=8$HVZ`OU?;VP`"6#/0; M2K*]M>V]@8S*4GZ)F-HXV%_;'U6-+V$(KDI8*F.(LY+4DRW:_F M$+>76*^4G=SB2G#&Y%1QS"X%6`/Z6B+7Z2PI]XV6Z0X'R=4PC)$:*FH(F59W M91EWWUMWP6$9=5"RS[H7[B;#B4']Q\$2L/ORI[E0V\L(&AV^[W$EQ6&!8?]$ M(/W\*<.T?_KUF7)44'B&[YY/3)Y1[QQ6_20Y<'/KX?V#SY_N*&E97/PRYZI; M';6*9Y.*EWYSJYN[&UB]`POE]SV4D?'W;:P'^-(PSMX&X^R.OQ_(!-^8^7U[ M9VU[<^"7/4A_->H,9["ZM876N#.NB-`QX=YQQSO[['AGE-$8C5N[LZ'CC;6M MO8VUO3GE@AGX;@S.6YDB&)IKH%;ZSH$A4/1Z@?Y5_)%^#8FNWP3CPZ?QT M1M$CL2\_Y=VL9JM@,J6+CU<+C2SI^$YS?386H43+25Y##?S9S8!2I\P(6EW+ M2V<&M3A\P!;LJ+R3D0U'_#_1C4CU/V'_`S\>5'>,D<^?WE$E2,K0>8_6GS_% M_S+[RG_W[[7^__Z9^&?_6QXG'T_^NW\OG"+]K[*?M.+^]\7KKTUIR(R*__4? M:U"Y;OK?\_O%E9A_Z%^<:_O3DW-?RR+EHY%__9#=Y_-2H_^H44&6#KXH"+/T M(_PP*!4#$I6%%BA1Y>.>'VFTSY]FA=5C1:4FL2?)[1QWE4)1E8-^GZN[&Z/U MH@R8D54=S)FXRZADX,L9Y6`^PSJVU@YFLG3X=7UDIJ0F[1X,.EGX$V!_1Q32 M+$[5&3$C>ZRY&8=LTLQEWX<9-#P:8J1@YR^;@"M<#%>?O&2[K8I>Y1[,PD& M18^=KEW(C1J)F4O2JD7M2$YI![U$RU=(R"'BFOPTH;X4-!J/I#CJ9"P\1.K, MBJ//GRR/JJ%E`Z'?U^HF&7(C>:RB6\TESLU$-G;P,(RJ#52W/C(MPB!H9],U MZ/*-E;]_>/^OUY?H&O_C7U`IQ-)._^5/@GE*F\D@(E6'8%J5+?Q3'F>Q+5D< M?$H[91=+$C/`WZG<:3+5&MQ)]R;D.RQ\H:V#84Y^U+O9<%09,9F7+%V_$MZU`S4_/?&8X#M# MM,/JW4H">?X/K4&P_YNQN[1E'3C2M!'7DS*KJLY M-TYU,AQP!T7[0"TO'Q9(3X1:L")>RVK8BV]ESS'J=#;JR!2F2I/=K0%+<*3>N&TY)3CJSY@SPL"ALS3"Q`!!A/B.HW69*G`1' MK"`71SU#!V'\/O=CO'*%NF-'G%'EZ%E?8CE3A&AX>;/"W^;ZC'E^4"B&`THM M1PC#YHPC;R6TUT<%D,T]%D7LU!CCJZ(P?9O%SF,1E-MT/J&N0SF>3TO:TI1O MT86F0?E3X1JH'@S*.6A@Y+VDF8V2,WHIX\S^)JSJ.D3P>]>6ZB3V=F>N=UBHTT?2>Z%:3D/O@3ZDQ><;JI:XL,/CP!DZ6FJG014@G$JG+WYVQ8$.Q?Q:H!0B*H+H4;230->9VXC_327V MPVN!R`V.#TPUN0T>)A$2',*'JY7.2_6`#BX.GQ+(%SD]ZO\D*I_L9P&`,TXW M0@2IR>QP6X@UK3O]J5-KSF?1'K(83'MP2PMP*2"N*^/S4`=0!?:/R..DK$T`T4PLV'0.7]V8]2;1A5>C5):[Y>*UA/7N4)UU>( MUOS1H#B&OI("/J9K1GB,HKJOQ7W$/_X8DNL$JK"R.DP?B" MQ7EYC"^6"RNA1XRTOK0$TW@L@1W@YKIR"6X*E)8F!4I+GWC)?_O-[PN[`G['>;[/96;M=]5^[,7 MB(#2W465D`/B[ZN:\3_O$FO:@/R7@E&M5J\NN"4%$C2!5]^<=*;_(>9TMXC,-IEJW9H6G^@J:,DU=%6342V=Z0J=RU#4 M>+N^5\QC:-IU<):L8XRJY83$_-SW(0?<:'E'4P=\.#C6E`$@TI;NU-(!MLV9 MM7M4_=OS"XJSKN+.@93_CG:4-2-]RUZ:'8AW-+)_UGQ_PX0OU+O71N$=>D8= M+.MOZ=.9=(EM[T?=K[C!6[=D;1TT_0RU5W[:?[1-N#XNA^OO[]'*%DV(QI>W M78V(HZN+'_&)5?^5%FD-<<)?N,BV1X$,`7=>_WT/_#:\E'2X]^K-_&9V(#4[ M[]A(4H_9GU1`93%0;8V_%>/JS>GQ#^=GE/>%'('QW7Z8[Y[TW%Z:T,M;?`QW MB8_V$%L6GPZ(F736-J6F4UKK\L+),!^5EF:?TFLQ(S*93`Q,'(BV_.AC$GX'T M8&2)B)\^_AL.:[Q-:(!"&5>W'T930?"=IA'IC@E?`;0RW287-IVI.L%KY0[84WQK'$.D M/]2U0C8"8'O.]\59W4JE[=GKQ1@QB;"+S?B\U(-"\+L%?,XX._J_ M[)WI;ES)E>=?)6'(F!1`LIC)?=PM@*7%5K<6@F2580SF0Y),2K2I))M+J32? M^AUFO@Z@9]&C])/,[W].;#?B9B95F]V81KMM*N^]L9PXM=_>8PV8?)7V5!]1P6RJJ<:\\R8'8FL#N)';%8@9TS[BMH MW5FX%YDJ<$`80.4?=X%T1PQ7ADESTMUU M50;[_E64%4&J#T1B%*=E7,I\&R9?J]VBE5!K3O`U'"EGNX&V\-%E@\`I:!M$ M=AJ@")A?(D&]I.C[$YRTMFXTD)UW_4D9+N2N6U#9@G#A3FQ1#O"?A`5"V.H. MU',O6R[31U$T"M]<:8H0=)&#S6*+Q,ALC:+<-\]O)>H4#9W@@?B@U2E_1Z9I^139Z1P4R1Z4LR3$+Z[ MU`:S7UGMEH11,Q7B7(":7XE5+5P4P4Z%$R.]*EHB2LE^X49:8KS8+;G2)<.#]]&U$DB7^80E.W9.B0TI MD5G>J"!*U=)$=$^%:!H5^E4C+_DT%`#`X<2&8.PAV_(VE$T`MPW4V[ M^)U?CD_U9NQ&=8J<`O<,XG\68426:3'F\L\"F27**1!5DTL`H#>@R9M8>'*^ MZA#B#0MW!)*2OE#^*J85?3)<3$?7E:_#V<2+XCC5X>"9\]LUK"ZZ;IE+O\"; M=2T0['5DUZ%Z)I8''Z7CM&!>-(VBPX`AC9F-&; M`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`K=8:_UX3(6S\'BSY_%!9IMV?_KRQM;S#-N,5L]0/%;+G_JQU_&I MK^Y@.'YLGB$WT_.^[35'@:*:.%1P<2+T#+Y/]/!I#(*%FQ9?'\(J!D-X^=.# M0_4>;0C$G".9,Y^_S5C-."%))D=I'G',$WJ8A[3;P/(.IK/9I]>3TR(@QC^1 MP`JA;,856PO,J-!*;[U=#;:DPD*Q4%UP\2>.!)'3MY'K<,E:K:#QB13D#G)( M?1X?".5>H$W0]+!X"?$P5SL)I_K:Z50K;Z(_5 M?AD!'8:722D<6$P4=>HCM$FG$ANHNQG/\L[U7.V4S3CSZ4*=.:QU842WN-K. M>R4PC6)[G'$\6=2QB(W@2AH]+<.G*5&^#Q;!^P,*RA]X<\;=!]9._P&,_O,K M!ZU50&ZF_BVC/C)(`4(":2*&`I*4,(%H$K,I`'Y&+?`.23!`,WM7FTW]BH$D M*>70TK<>R[.24XUNFY7\.N!]$NX8^)/"H^Z>9/%;M%+(7I#/*&G'4-NYA*$1 MC1?UU.RY.&8)(+O-:`K")-SEMI&X]K$`B4HJ!`3O+A25/%V3C>U#=UI=7W'; MYG\K4F$^-TVU\(L#;%2:X_;:I(2>BH"C0I@>]PC;X[7=*$*--A&G_)RSDO!* ME%GK4+I=N^1UA8:8*+^SUJ@&ZVO46["'NVM-:NK^;":3K^<-LOQH:@HRNA:%Q16=?.0S)* M(I$Z'#-00-BM?96=%J$0J(-\$[RNP5!Q<9H$)#O58`Z+,I3/)3%*!L?B,!E( MF/X=7FJ6L]U,.RVH(9S< M^\C5+JW"]17MLV7<>90AND-I<(^KOPO$&:G#HNA52E9$66^8SX>)];?+(!(? M]2^LG"LYCQ%S'D4[I?FA&T+@RQ(W8F0MGI44Y?9C@ M#1AJ3!2,Z_O+R]7(UAW/4#3 MCJ?2+_Z'\V\@OWA]MCF%"V1[%U5['J0L9.ST@\U'Y>92,R.[T!4E6#2&TFTN M-IA%?[%I8G"07I'$8C4C<`+I,XKU'=)U"]J!]PH-4VXL?V8SK0%/7Q.V7WQZ:/ZH<)CGG*!C\S\X?63-25;:[M;1GJ M=@QQ=H"-3'!08VG-9K9EL@IL;0^^UO"A[6FMJ]1UT:-/]S(II0U35`@3& M'-)?VOG&C'N,7\L"BQZ(UD8S%2^T:8$8`X9S?7ME]C5);GKKC3\T0K/^D M>>JZ1'+1Z,+QSH6(W2GMQL<65!"22#?`.UB!5D'.3\SX]#!?SJX[U`]F_`Z- MRP)IT2+=H]Y@=Y-"'X<76RN!(LVAS=*WA7$O,D\0+O'J0[E!%7`2E@/T",VX MH#V263"Y@M M,7VACJJ.+Z2[`;`\30Q,T#3BSKW`L_G9L7G2Y`?U)1M?\=0]8R%LZ)RZ&CZY MH@+-(J*W(CYZXV,,A.&F<:Y6PL#L"&FC029@-J-&)>,\2X7+\$#=?9QB<='X M88&HR5:X?BTY^=HEJ0XM#K@IX;XNH.!)@3IKE#F#]ZU1EI=NP*R"E@A@\F9 M%Q:`JJ33U_ZBQN8[M*&;(S:Y32NM,/R!^%T)V[^`P5(+3D(WDB%_3$#;1DA!N$V,-/;)6@\6\3O*0+P@N<#P'_`3]6G+2^R0%3Z5LD*_7,AHOXR',W(!^'X!NU_6/FP:@EN9$J0CF>X)2TC7 M"GT.'P_XR6X?&'W`(1)&]K/C#](2LB#[`!MVDO8[7%=]S189LZN7_U&LV@)! MCUF;GPM$H0K-$GNV0]+BDV%:R$YVA[C]RPS:+CWD$AGH'.1G0]Y><.ELU,6] MH>A:101]R(E7*%@7S@3PA^#I*W#&ZAXT3HAA#$?JNF>#]O-X<#?Y&YJ>/BMT MF7/4/X7.\SL"=+0\(C0):XSB-$PFJQBB#/JVA[9';F76$5XI MKC(3^AE`@GA"#KQII[%XDBSDV'3ED6CTC92PKB[-MW>UN)T>&X&KGPZ%*6'T M_\4=%LV=)\@+*A7I375NC4#-LVAVYZB7\)-LJ/4@T:._&D/1`G7_*4;4[>Q2 M'NWTN)QW"Y=TG_M^J]!@^K[?*9[W&4SU3=#(QC*NUGLMGH_Z?/_XO,/G/1;5 MT=KVHH<;\Q^.DY[8.VPTU.ZTAMIQ4B)['A9&V:UM(%/O5@IR6-0F2VB>E]^/ M>J&U%[\?,WWS_79A].V+)5%40)A_:]2##<$*W14CN"D)\^H-/=J*H'HT:BNA M/]K>#;,M>=I6[CWH6G__*?ZN!NI3D]P7L/=H>)\+>5O8\1NC+ M)G2_>SIQC%F=\P4[D5F3YX+\8,4I0D"0#!'?"J&SZT@H!$B)<9+(V)"K8B,_5 MM5K(NL[.7-?\!_6K_IT8EW&/:&T.1<`@9QB;K>DQMARO_<X(1?J!F/E18R/,!Y'8+?K!_!%NE326#U1\& M9U<6^":=E2J.[D3O!,HQA9FV&"%BJPP5KD[ZLS^8):VP'&ANHJP(5B-K`("E M!!A/\1:?+G@]G\MLUB[$YX@*K+FM/EHXNR<"VQ:#Z=A,?$AMYTL8,R"5G3/X6:.8.XJ&0':OL/9['*5R MJIF>+(VTF^!O"CR?X3:4!]""_C5*1H=L&Z)ND:+T#=VP5KL%':%+#8\8V1)' M/6.JN?A'J7;XX$C%M+XCJ/J&I-4;JM!%W\UA:AE3$^(765#AF&**'UCY@,)< MLKXGZVDX\9M[4*LL59>K7\5B!3(_A_I8[G;*KW"(!07D?(KJ6-VWO-!3:%]" M]G@#EJTLC^>T]L%^FGP^!_[)TKK.KW[GS4PWB"\?/F\]Q___G^.5$=J M]9@Z4MCQ,?G>&2CK]X\YS1+];%&KQ'=2*C!_97<#@Q"R7,B")2J>ZQTLPP&3 M$"_-<`!9N4,+$3%(Q>\^3+#I\/]V:XF>4(BJ;A555B\^4) MSO\:'-77<+A#ZI@-GN.9@!PM`_MH';A70_S4!9B%R?.,B%.U2VK*2C?10RZ[ M\EA$IF>*]\6<1B02BR[":WW(S!X"20C''_+^S$'&O5>E41$$=T_EW!1=$N,= M%_CK"VM^&,5H6)>A+-M$(\_J>.J#,&H'P@C+-FS?O#T"E0W MZ6ERV:S&0X56<9R\4Z6)^MM_N?]P+L`7C[,B@M2G0WM;@+GG%V+\B M_`&<&?Q19'^F&[I*>MR]3IROW]U/J,%+?9.S>@(-@]IX.3T+=3"-[,&PO!;^ M`RC?0T?LG&7@W3CV[>AUW1TI$ZFNARWHBU!IAC!BQ/,'=@C^_5$)=N)*6CKD M@W?(US;3:WZTFN%0DO?L@\GBS;LE<.R&6]UV??U0U-GMN9RZ7SD,G%51MZ6C MW[1T"Z-1C9(S#I8ZPV)K%HAP\.HHLA*[7\5>$W0<$FX0$`\%/'`T\C=T*Q7* M`?4DP(L_8&",XL&@42B?J]E?XW"%M$/AH=+&G#F),[J2*5A/K)W,XRM$&\*? M8,5BWZ3YFLPA\M'PJ&=*F/<$MI=%*55AQI]`3HVZGTO"/,./258!^+VG\,LS`O( M/22WP.#B.<,7!&28-)BDFM-)=),6D5:="85E]`FV"1W$%JA@R^`0%":@$[VY M$LL-YY(6ZE[-2**92FPQ@3P+B3FI%CR)/,_8I@Y5XQI],Y:+`,OX\LG8"K,C&FE1BJ:3QS,('P%H7'PD.Q#&8C>$8A@!7MTM+3=_HC MRQ*=W8C2BP5UU]&%C"<7%7FL%:X%1QV5!$[0&D#\<`L1VISRY=E-*+PP^59< ML[N4=!DB`B47;RL['K.E>-58[>3RUA);XF$VQR@0%/@"INM@S;;1B;3MVSF) MPS'Z-'[DL405'+)#NER=XV/PF+H&"&4PVS)8JP$)N3+JFZE;32R_3>GM?**M MT'WZYDR!D3CRC06KGF.7`'%/81S2?$&%Y_2!Z"W2)3\Z871)'@.68` MH$BLR=6'L%XMC50UJF$6P(M7$"`JH#35&IS?>:`K"5O'$R2*[U\^-S5$L7*% M+MA]67=?.XY!KK$@A*=+8'B"S5(X$J$D"C:I?)ZS"9)^_8);?'P7SXU(:_06 M/J[(Z)E.>2%%!@[@FXAT/RUV2\*#"7)"-DU>RNH%?(/P*.#$\XJV&Z]*ZOAM M*<_L/@$M8:P!XV$P7$A#SZY`9HF*NO9+R;HN-@<6VG>POQ0A@-QR+502P="= ML`OT,;C_N`[-P3+JW!3Q39*(VVB08\M3A](]4) MJ3H$JH_%=6_J_/S`XWR6A&([2I\GS:T`7'&R9;DZ9X&P)4X3+(->`&W3N8MT M/`D1//`U_38I><^RA.,K;R;_=;+&^K,PC9PT*_@5,^B*[1>GU:S@-X5!L/4K M9#!U#0K&'2J63Z=W,?"\FW&7=0)??DX(>W,E%;)M]YLW7W^1GSAQ.)LJ:M:0 M%U$I\KM"$&Y4^1=H2ZN8<@C(A:Z>)2R+:\^K:TBWR9XRMGB-LY#'N.B#=-WG M?N/I^WD9D!<,9_=N\CSQSF-P24GJ-2Q>5[?5)/WAJ9CQG>S'DFPM3-CTBL?E M7D6VQ,7-#-_3[7Z3[G)-D+\H3:8LO9W[9N%`@P4/+<34JD]F5RHVF<"1BH.Z M/%`SID"&OTHY6#$1:''7ZVZ!O1Y9H6%-!R#*U=DW\W'Y6V_QL5*?4FRYF@H) MQ1_J%V$A+M'5#^('^R'T&:>X_]^\%]&PC8#+'_?-O)=14"ZD`?)./0XVBOJG M.,K5._]MW/^Y1QNKFSL,G\[TG!C9;R[T_?D6`Z/>W324-O-[%P)=YN=;[&# M[7;\>I3E1&&XN2$H-7FN3RWRV.IWR\:39"ZS%`3QNUF50;5O=\!\<[L7(O%L M$TK&'YK!=S96-O9V5[;VVL:U6ULK=+E=&;=X8'DV)'I=V4Z:,3=HO]V[+'UW MFD'0?#@6S/IW2N-NEMIW^-O;_9_T+V&XV8^DX_6=7N0=C[@(XY7-W2;"8L!S,-D0S=S(.1)YU('ZJ*W*KA4$.=^@Q)BN%DS M%A!JHZ.+:+4E:(OM/AIN4YGI,9X?2BQ>S58&CT;$7VS'?]M`CX:*LDOO&`L1 M?[#D\;DMPE<&UH!`4BU_C.L6`\\2OP\PT(LR0Z!L2,P/:K1)^8Y?OXVT&PLF MX`^;=8T7/;I!L[#?5`H,^D^I/T(2LT1H;C*77Z1RE=:R4B[\#;$6R3#ILH:^ MYG4T0TG&R!'(%O$/?!Q2X.#QE\\!01TAQPJGC;](X_S9Z"B1JKAY_R"(*"-_ MCEJ5GR&(",5=^/\$Y<*)_#0"*4KK)BVN06GGXE[TFUQDH$@FE:^PI,C^\(@0 M<2*Z(WZ*L#W:6]N,./U`^FF8[C8_F7ZI%H2Y^O*36[?^\5!5C,Q%H2JZX3\Y MJMX]>=V-8;#PLU_6P5]:KF&U1BQM7IWM1J\&UGUTHB!>;%0$)6*]JX$33!R_8\V"$L_`C4(G@=_?YV8Z[D]5#O9E^ M_/+Y+U7'(&9Y/ZY]==$NT1BR]"&:>#Z#[:C^XCN[!+ MB3@E,VLB_C,'GG]_)+]^91S7O85E=0 MY?EK_\7N_L_=4;2-Q/_E_/1GO4?R/.J?0,5!/\+]F:A/].2[EM7HFS[LQ1C\ MZ1*9KY[C6P(DI7%+'#Q^?W-Q?K<\ZF:3+90ACRE\D5M_A"WZTB)R15Q>]3'R M^6=66A;$Z\W\Z`Y8K1$?,35#&I0)EE6QNV1$U>30(TRR]8:/4P"7A3ATB4'% M7044LBKDV&R86#6.BIDLQ91Z+8>A`1>+[=N89#D'01&IO2(#33W0WF84`@,W6'3#$W-F^NKN) M4;%A2*M]?[R]LMD:#XLCGW)&B3<&8%>0+)LF^_ M7H_&RSS^EQ24`O\D.&1!JNY12/)19%/Q0 M;6`:#%=:9NAEG\6?9E?S4<@L=G?JUJ?L M;ME8;*C=D;>;`)T7K.4946K@4`QJXF7)SD[P0]804BO$*C7Y-!M[YSVO[]-3 MBY7S7MG<:@[R+=ZLKZ^F_W!K9;2W46]^N#-N<.D@:@?D%5#%]!+# M$$)X3K!">R@+C@X1*SVS2.KT[6.3/ZXAO+'_DKH?L3YE9*E/$&WFO59Y`[.. MOM^&ZY$2Q*&B[N35A&0;J1,TGX_Y"3V5E!LG;X&HKZY(6Q/CR54SGEJ'W)O" M#O,S<)@4%\+;5&A#64;-0-U9YSVVS36G)RX^:J\SG':\V?Z,8+'=.!J'X]V6 M-_O;6=D9-8BO MZ]TKU)"V`W(INBE?5;&#A7*%[/+G*8BJ-]2A]'^@M-HAC3*_@U4;QPKW5BW-$96\+AOZ'P);MK40 M^Q9C$>Q)*JSC0]`!C[A>@>:$Z#L)"O?H^#:$0X%SZT#T$A0!/Q)='2C9PX*8 M;3.0)GJR>;QJN_@0O1Y6#Z#H`$MY&`8P3<"RSBSF,-`4:%VLU&,![H26"BJO MO19@0S[^0I"U\$K;Z8"_1N&$DU\^]Z3Z9[TW+S%E^ M'&CW):C)`H&@8:.\GLDW#$A\W,)\_BL&NN&VQA-_4V82O1X?< M%?YEE*I\FHXS0,^;-ADM/YE"!@,)9/U%V7EL?]@G#;TO/\6>9R#W;<_.UG7T$Y)C$R530'M8KR5:+%?('ZY+M93?X\)-#)E?L^/9?4H[ MDF>_&276G$CUG#H"05]]A5@V_\0CLKH7Y>Z)BW9I%,D%L]MI_=;KR8^6DVKA MZS&<3>TV0^1@_?[^G04F]%KB@S9;?]+LS$R;RSPM+XX:?)'S:L0'0Q:BI75#;^:IX,VB MHU4UVM-S`'\-0+-1P9BXFW`.4J,]*X$[5=JHS')??TIO)+7Y@9%PU4N"*Q;N ML-%U-]^W772EQ5@`O,0U\W_(N9K0*#\SC`,O!-#-<1U.E=9MP@TM5>E82G.\ MNR[[,^FC7C=](+Y\GD\6_NP1YQOKS/JIT;_>BNGS#":V!]#GOA(?ZL71[H*Q MXD-[T6YRO5Z;)(I#O02/3-:OJ%\A3*"\X[9OXJF\?*([C8;(BU&>@J0$:2J7E`K9L8^% MKAJY)B&ANE7>6,R+0I"MR=;?,YC+E7!?O2/(WTN6`4<$R(XL$]ABB-@/0FQ7 M6#D6\%T:YBY;QHSUE"@TJ.X111NL)18[4B!F&"F<+0CXQN1:ZAC9&8A$"!Q*59MAJ4SJ+_Y&'IG1LFL?I[-[`P7 M+VWB)JT[[`5"C*56Q].M!WQ*@O8)_JR5P9NU_4;[>CWY1-$39Y^->>#MZ=V5 M*\/K<]X0SA]>?4+[E,M,QWMT>G4GE]K@CS=7;2@(!.?T/5U'=^:,!T3?85T\ M0EZ\[/$H3T]NR+%DQ>/QG`$R=LV=XRC7S/D)^/(Z\.L:S"_2VN9._&QR\7%" M29IK&M=>BO9B`[C%5(9'[G0R>-G3-+(8=,Y^(PJ:4W%P$`N-IR(31RK5:$OJ#PM4JNU5:/A]""8%:67JI]58 M34+-#B@9.57DIL@P=0+R2EM\C M&BXSJQ*^81>DE;'9[AY@AAK74^:KPRN.QH0U(-"0J&,^3B$3LICS3^IC1DDH M0$KX8T=[/>_L-4&G8A6FA3/&LA$#I")\L*ZKV@S(S(#ZGXF,J7R&G@$H$" ML*4MN!XE\CJQ*B.*`HM+]%(JQ1X9O!/4I%.H`&G"@B<%EJ(LDJV!.!QD1`DX M^L6E'6976=3`:>LV)'M/^^U@0^_I=E"XPA`-)SZ:Q61#%"NKU%B/L@VHL"K6 M1"]J&Y$#YX.5UZ5^^W5)>OKB^[YN\?7P7Z52@X2/QMO;RG'IZ,6RGX!AD?<- MHNVZ`?:^A=Q]ZS4-CW1_^>Q%ZAP;+L'W>)7,/RT80Q#X%"STM_42BU. M92Q-MGLK01#3Q%UOBMN!$ZN96]2UW2B7<<-XXTS50?49-F$PRWS2DN?":X%F MFG\EZN3E"/![X:,5[KQ5<2KCUN=((%;O$#-PAXC1U(/Z)X<5,?_,G!ZZ>070J,2;&L] M)4U,WB%POM-SF&OH9I;YJ*W)BCN:\F%^-NH$6]T7?W8BEU!"'.0'PEQ]M@'U MGG=4WA_.9K8D&+6KN#"@#Q?(5WC"8N*%#R;):EJ"AH&)+\"2B\_BEGX;R*?= M,Y,I+L^XL;&VO;VW5WVA^1^1'PDE[MNCCM:FC]4PX@I\(P`%AY1R`U-%H=BJ MHOLB"V/^K='FGL,G?JA3T!S8LDZI!ROYHOOA1Y1MO>"BGS9H[8]J71:F"+Q^MKVWM2)9P<$F/Q]OJ(['(A'3X*OHB^3X;@9:AHB"RE;=1(_,I\`+1ODO@]KT=T\2 MLI8)CP\QJ%U)3TYT()XC=\"]$.'L4M#`V?3DSJA4[7(@C%(75:+DHRUB+?6/ MPOXK#UHE0A7^?WT5):OT\T:5(OM/W]P]*1V7WU(#S*J`WH9(M1?S`]SK;X7V M@[&*^/V<43KW[2O=ETF'CZM'N9H7N=[P($7R%QNAU+ MBMPKSRW^3A\/#J.*;@IL\&?BVJ1;^C%P3KV;A0:*#X"%T8JJ!Q,6OCQX<$'-P5C))0L'JY?Y"I,KX@]G M4C]YH5J59@F15DSI]FZ1N.!5HAJ`VDZ:K"5!FLX=XKB!86/#.KV<7'SPFW") MH$7L#QFG4%?,2%[Y++!E*CRBW&%S"-(N!Q,+;F$!FF..[RY)@L0,4;= M,P'U+4J(WUF3VR5<7@E!0'995.A\X!7=)0Q1TNA$,C>VKXN_2?H&0J%+,J9M M4$+;#,T<N8: MK?^B,[F`#XI(B=^A-,Q(_Q"4*J!*8XFNI>1&3Z;-1^.- MM9V-+,(K>%@"O,1_Y=N'>XS*X-;GN`KFJDYWEX8P4<^SR%&M1_8Y7Q'':72( M'Q_M[9C8%:XE`$R!70;9/NS:6(Y=>[1OR]CU7\C4C[9=9#K#6BX:;K9[85<7 M>19>O;GH_Y_WJLTI5EC1F*@A]&@'T<"ZT8/;=T_>S@;[]^_N;W$:JPBLQR45 M?"H:4B3`F,N'I(0-+\%4'8Q,+>:4FMY\)$:(NJ?P#+J"GW+I@MU%@Z2*=8_& MV`ER>)6N9KS9N!,4_^K:B`;3U=?',4194EX8,RA:M_C17.@HVKXE>LW8[(DB MGL&$8OUJ+!4#&B(SEID?`B$Q?A\E#YM6!8^\L8;)+EY%O&S)(H"9.UT]5RZVV@,+45[Y7LGFV5Q9J!#F7(;/ZZN7D-BT@Q0 M5"?PP3M&.MD^3K#$J)RI-[41@PN]=3G9V&"'$:WB:B6O.%&TZM9:-58L7"BW MIS<7)RX(OI%:*/[=W,A?T=AK&611N+2\]\/@D3J0FRVJ7[\^=Z17_6Q0NL-[ M[A66)\*S)#6#@A/TQHL/)S+R6DQBDAU0J=S8B_D`O"@NIC.?MZ@?R.X\TA:C MZU=7A>[,3E?GC!R8*JQ0(B^C.3,-C<&*B:``7-H<.88)4X.+/X,RB"08@[%R MR&*.R\`BT)U&:PP>XVRV/4VB/-1EFZ'8?-B]C2Q,M"'BU7='HAHOR)4*;#5T MH@"*6>Q:01'K6!*K+F&J495\8E+?NJ[8@AV@NN(;=@!VAP$:A7ZH[`*/(J[> M$C&D#9>Y=[%YW@Q&XU6+#8P*(_,_&JTE,[0\J$Z%XH#!!FT*20K@"QN*2:^" M0X*K#NK1>&TO2CQK@V?WG*W]YRAV[/E7LHQX62J$O<"*W7 M60'HPUU5,"0A&KS-6U+^-3!BNFFINAK"'N#U\RY(LW^[*='9S;ZRU?_1V/'9 M,^\UT M%L/M3%>IB^^6LQ5O@["K!-!BHHNT0@@[F-3RA[V*Q=X]4>Y,S.COF`=0+F,L MO*B:9$'GLUG%%@,F\DQ9X3]K&)80"W#58DRY!"E5CAH?B`==$.I@/]$5R#G>;5,<_+>V1,-S:61EM]V1.4C.V;=L\ MW-E=&6TUTPPI,[K3DV2]N;$R:K-M*9?E7BZ!MP'"H>HZ7]^)LE@*%Q1)%FD/ M+L&&,[L-K5V&\I!U[@&;XQ111B60BLB50.7[Z\TPC:0M`&;-5%[=;S1 MGB`E>=O,^8@^Q<3M>*.5K5%;5D-EAUNLPC:RM]D8L75-DQOPI=74K*=1V&I4 MA;S2"_UU8MC+XJYU@['R^1\PAUY)7BSDNJL/]<46R1'5<^8G8Z\%A<$.3XK< MN$R*T@I]M.:$GGN7P-N4)G?+B)CJHC(3_,X'+XY>(B61L).2D&KXI)F"4MA, ME:BHNW=?W$T2?WV&^E`L%(+<8C!&K#9&K<7[:CG-)II"B[Q,BFJ MS94M'JW@(L3Y*($S6&(MN@K5%\KA<5<5K23/VL6%&>EECTTQY&5G^K M<;NUN'N86?T1*+VWV[(4JI./QIO-R^08;+<\125$=EKF.]S9:D:(*;69#*<, M_WHRF)/'-!3^)`Q`62W*8XC&8"&@!K@<>T*A1LHU#\_JMQ9@)'V,5%WS1@X. MR,QHR%CA">4H.^]'8\]3I6^N#'Q%"DHO*;Q^ MU+R'%R*LR6A"("IL+QA'2+2=A5#^(&=E[;>T588/?>T3!3.P'X8)%2MOY6(+ MI?5Y`/N-?7CM2<]/:"C8$U?XG^)E6'N**AO$65X=OSSPMRG0X4G*#'1L4*VPI5A^#'^)[V)[22S[65?A8 MO$6!Y!0MD)^QH M"@)+"%.ZBTWC@YIQXHY9,O#UOA\,="*6#M&"M3C[JJ$%Q_DR&8SZ@:L*O1_] MYKQ32(H=F;]*L+0L[F&G]]<&1&QQ*<:3^7=_;T<<<$_W3E]`J$I7>4!)Q(X) M2'=YKRO-V#K7UJ)DT_5N)@QC!@*ON6+O#L*Z#6H3DW,P['3]@_YB-G?TP^+B MO.&=YI'U4-'24LE.!'2?FMTL&UDTAE,^GZHUMXJX@!279`=9[5QC>D",*,M[ M?!0*?9J>_:%F%%`[G]-1!SLM1X45-AA!9*('Y@9AD;#<:3H2!,?4)*;/[O[` M]_4LX66MMUB,)M($IB)R_;BP%@L:JE.!!VQ,D=!"1]K\T7`7_U!R0J>E@QC? MQ*%P)J#:B@.59P4P:.O/*7= M^2X`@07>?^!_;53Z,8?+(:E7`=]&A4;=<&_%+6/%$:K`IY$T'$%W'O2@J&E=&EZ7ZF#E>: MIT:_H?"YR^0F5S04Z&TNHB)RN30J\(^BXFVHW_U/V'86]EN:YX^-8+6,SYO]Y0QW5X9]9ER-K'[-+)TM7_(H]"I+QXR)M\, MHOAMH!@\$P:^2,T`&@"+*B0Y.9P2IZLFR2!H%2U/(.\DA)JZ?^UK@SMS2RUQ)1[`(UP)2G(I#E808I]P@ MT?W,"P`!328FZ,-*`[Y)M5WTAKB;\P4A['@76]7L[OVM2[J]*[!M&E@",7%Q M4,PX051`QRN@(G).4AE;OP7>Y@3<>A($V:I#OQO0ON7;F\%S+^K4*(C^%!55 MADMQS?CB,LO6AG*,'C)VN&_<%#:9J"OB8:_UDTU*RQ+9?B^KIH17DKL5)3+7 M.'*4[#3:`.&!JL6I+\P17E\JLP#%#@*\53^GH>$]!/:T,6D<3T_?SX@]?!<2 MW;*)*=H#/7N['G#8X_QPP$70U%^$XSB>_/@5H4N)DE M,9-\9LK!$\:DZ/(<9A/7!+?W8E?%XJ*^]J-:24NPNE/S;GHJ?-)UM3BC(#H[ M2EK%2#ZR6QDB<>TF:.7AS@T^J)>K`R8$=WCM.^8-5H8HL"!G3(D/\06M=.:S M4?WRY[H#2$)W@6+$R;@9%P#*0TW0V^VT/D`.M*)R`Y`C"S2QM:!)8EKPE\^F MF""D2,?<+T5A2%2^,)B@GJ)IFP9A``:&A*.8$,Q_B9:)LW'29I3TK7!7DUG]G9A4+,_)+.6&OZBC6C)D#09([0.U*752_I[J-J*.1W$]`-_[JS#X:A MOA(,^]XOMT2]>0>+%05B(W!5PP12&G^UF<"PV/!%37&.#X_4%">M!L"_]Z"% MJ-.;4L/8OD5I3G+0$>Z(9@IX:G4A6UWCA36>A M17RRT9UB7&<)80'AXAAG[(XN`X1T3S.!-!+?TD?%;_#/U+!$;!]@5!OL.EQWW_:*UY=!D3DLKIQ);`4J@& M""$D!X-N@+:D5.!]A`X5"]VN6XPJ31_U6J0O6/>O_L:+^LWFU%D*"VQ2S4;C M(VG$CJ9I:J$KJP*F^E)YU!$=HZ$S8D2O:5/+GFCA%OBC0[^E]'B9!56LW"OT MLG`T\;SY3RMH@T^AKBQ!BW7L"H.^=`9E8H+]I-#:,.LW`R#2+-62`99HXML#!?OC%MB-/@:N<)L`(/#G*^RD2-R(LES MP,@F9`L+.:`DGIH%\JW)\="I2R"F.B1EE$-<8S++*`&<<5:,YVNGT56=M6GM MW2!NL8E"5BN`$S#6T>OK$8+-I:-!^]#43Z$)J94ZI:**(K,O[7P;HGAL7[F] MFUHV4\20CMS2!Z%`<-PJ9766-;?A@E[WR\7`F+BBJ)&AUOF8*,"1L0I@9?9" MEW*3S#+]D>P3VK%SQ9RFE;2J/K@TL@;)K+5`@&(X.RVF]]S7,+UAFU-3+ANC M4`8$ABL7P+VLCB@Y>3U]]*A.E8+GD=+C-[Y<>@&.(,6*1:NNTMWC8(%Q?JB` M!W%_Y3*$BR7P-KAV#3E@H=-6SW[J6S#]C+JT>9Z&GK]P4;7>UW!$LDIK=C#L M:MZE9?)&XP-WE3K`LEU(,P@=,<:;CK_QLWF#9/_3LGX_13NH?%HOSM\@$!_];&7<-77#8HHQHBT MIOIJP":=T647^?@R)4R:PCTSM(Z@^&.YA"6SP= M;H[6MNIW?T^OX_JWX38FT^W&?CDMO,0@?ZGDT2G]N^V5`Z0B#JM[Y/RHR,,=;3HGYE^&TD M_?.1K/EFM]VT*$;)94ZCJ&:W5"C:';^?GHCO+9#Z#VF#$KHJFH'-;YFN<+-$ M>LOW-!:">K9M@%*L7$TWZD'?+*8<]>O#C:V5O>V-]N?=E9W=]F=>WFQP:;B! M!Z`Y5R)F=EH;_6(NT`OP>FTZQ>[)=2A4C/%;Q\A1VQUEP(+#F))@"+";6'S"M#_0.Y%?YRV-_-`#DC!<\ZIJZ\K. M//\:4.T5\T9:H7;H2ZMAVS=KL?)FZN&(8.^M-H08(D3`<4\D.3%>;8!BS_** M2>LU,J<:_#2AB[J6:8L9D1+D*Z.O,OKZ3:IH<4*@^OLHBU>Y7 MS/M[F0RY"#_A,C;SQZ3[7S81OA]B<#F3_V2C2KI?K#=R^]Y,K]!SU.M&_-N< M(Q4&8:O-L8KRH`S@QDX7R7#,^&AW:VW<3739VRQZR-M-1FHAT$K;&*]O^)+X M8R,)33])L.TFT332XSXIR!$<,6=Y'C2ZYA]I[WC'%=QV>O5N9C8ZW>D@3CC! M.;L".6:8X&49]C*G_&DV0PPOT"PV.W<$S(1$JJC@+7?!JJC"<0&F#X"E"INW M#'\X92>7%D9MHKN$34CAW&%9(6>&\?@6>HH1*)FB2I'A&@PB!)EQ_'ZY[24L M(L7>E5\4EUW^SWLBI++1)GUH':LD_/<5SEB,A=D%Q1:PGV:'>SXHP@]Y0RC1`%M#EB"JGK++5.&Y19XO^1 M=Z[+41Q;OG^5_N`]6T1(#.)FF!TQ$4((&Q\$&DG8,;'C?&BD-O18MU%+QDR< MA_&S^,G.[[]69F569E57M1#8<BN=WRKC#U%K3,510KU>N-RIK;"WDE17EVOE?C"38]#DA?`:->EJC& M6WHOA^R9<)=.32+3,F/P+T^",/,F]Y#5P!;HLB+8>NW1,9CF(M#0RSN%1[J8 M?*=Z6"J;71<9%`YU8EM$U64(E#XT$A`O:<--!KQJ$[5B048`@'K8(]'M+4Z`CIE=`EQF?7PD\.&6'%E\.W4WZ"'=P M#HK)L\.](>_)Q_CS^=&U#LBWO\QF%T)[+Q&G]^*,F?B'#[A]H(H_R6/+3F2X M=?:`'W@A;&$]"ZJ+W\@_95%AI+1_@I&%\9J_A*70/I*?!F8N0^L\?,F[ MXAV>$U>J,[*KJ640R[JM&![Z\]E;E=WD_)1B\')>,$'P=[(%8OS,)QN-//5]<=Y6^A!9@JP'.'[`2G;BE"'*2;$.1O$G= M&1'^D-':DALDTEO^\K))9"I_24^\_,6<\F%SY6\XH*/5^H_?_V5Z>O$/W%I" MG7*@I.;TMOC?(Q"EEO/OHUO5N1F;C]:?U)VNZ;6*UEV/?H+:72>Q>B!%8.&> M_%3ND0BXKEPEV5)K-6`GQ,E49["P$4IWX&(X$1T$X5MA)UGI!DO]45([SPI4 MV(O1\:$8-[AR$$+CE8]X5%'X/?(I))#YJ=4,8LB?5P^'*D=DM3NP2 M_?F7P\RH7"=XT1WUR;WZ&M#8OJUMZ6N/'ZW?K[-VX^TH6,H\1\LOZNGZO8XT MV>7"%M5,JDN>*WK,6QRHMI"1^KVPXX>M03%/:[[V1]$ M#_)_N$,8*KAO3M;*LI4&)*3,Y-#Q84=(G"JAV+_R9(V0QVLDI-GQG1+S7C1U M^/WY$14A\+Q62$/DYK M]RO(-QM+!-T]/FL/JK%;;I)#%(D9(4U9#9/TT&%O4@#?5'74$(`&4-50W MH_^ZQSQX]**"R,7&RDRUGMM,TVROQ*GV/FRII6-'I?-6QSFXOK@XL3I2"!M& M$%XP$<*&1'"CKR62]'RQX[,,Y;E#):WZZ,K+VMZL-@P[@_SX19>;`ZPQ]'2- MB%'NY0Z/:5X)/"2P/WI>Q8ZRR M2E7)1BKNDB.6<^]%$ED#T_D[,E;4T):\OG+:)8`9?,E#MW2K:XF^Y-=I`69OW;:4/'/WZAI?;?QZB M"POG3+(B[\_>7Z.E*,!#^O=//+T/Y22[\3T^"T5P!@W'JGTU9F9O%X,%1G;1 MV>6&]9C^;487.R"?X:LI02KWB.D M?621_H(9VXK.'ZDT%N7[L!(#]#`M]N^E9VUON7M#O&[O$E/9-8Q":GFE'F8# MMRUW6;>$A9/&%Y>8ZK!160S^"+%`991NN`VY6/_]Y=GDARF-?\!USDRXXT-W M9KW8.G@&8E@R>K9;HF;\KB=O+U"S"!8DHG_KX*U%]+\^OVLS;-Q[2,=-?S%? MQ^4J"%"%"SOIXM\FA]AQ^3\5EJ1,#@HZ&BBF'N%T9)]>SEIZ(#L5\C)&.\G+Y(] MLP+"U_3[_O%[N)UX*W9+$$]97JJ=?4&/^)(;J;;Q-0&$O?C=U?F%U83^ZD#) M?L0NE66Y5"%2Y3>0>30-KCM(&EVQY*[& MOZP8A)`G`R):;/ZE/5X>U<6'3PLY%_`/8@:P:O@B2JBFS9/$-]Y(W$?9DS3U MHBTD&T45IK=$9^PUK!?=\C`EC?`=F"XL,IP-@!7D2T9O"1D`V;ECI2'$%#F5 MS%LJU!)C/-+L^7F.L.8$`&45']S)":04-W'^+@3":F_>#P1'(![#\'3C+D)9 M\FGN0'%'(-FNUD0)`J4)KV2*#;'12D"+>J!T%:W13!@6:'83M02*CB#X:CCL M]5J7@C`2?39:2J,&3Q!)@0K*-8&.%;[6DV=#R[S7I-496F.`\YLLQW+*CC"#/*0\NRX7UX7 MGTSZHJB]HN,V9C:S2#A"+"NY5U-IPK%%FO>X2%H/WF/C["B6HM>J(Q?\1L6* M9T2Q*:\@)KN'(CQ-XZD0:8!@K.<6`A%<@U2DR\E.JKG$$&DL MNU14Y[WV:"O`(VDB3[^Z)N(9^,;"T!)@O4=*^%09C6VN'SOK95`'OSCI['[1 MI59`C4&RL0/G_[HD\*\.*J"2*0<2C3.Y[ZG570\J,N"3M"NK$&5DG8-DMIL1EF;GF(V8?,]L<65@XG5%`&P*2+/('V9+G MA.7$#"O(8`C=YQAU<-H0&W,V^6YK:Z]S=4-`>_R>+(D8'3=LUC5$0+4_D(W& M9M6.+DTBCF^JG%@];0IT!K$YDBLT!'\T M,OLX&)/Z$``J%=QT#)$X?4^BM8+EJ/J)]T6M$P"E:!R3$DV`$'Y.ZQ]O*W@7 MO=ZGA5IF\P5IW`I:V;?62H'Y":4E1_KB'.@9?5=0(H2;R%48HDUNP/V``T@; ML?V?6SRN_AG,=Q*2WY]3YX!%,W$\4/1(X-H`^@+4_+&Q&!B",`8?%NJ6(2=+ MB8P#,:O[&%J-!%JM/<]""@,V%)VJFQT\M=GM-KR>K@E=B5WP9%34PAB$XLPL M=G)U%M!-U^`+"BA(C*%EPG*F0`L"+%P;E*']JH(+X<7!);-Q=;ZQBV'6BF@> M2BV3Y1PV2,1C,VCRPEDA<0A>OO)Y([3^N:PC6OM"4[.Q\$)^1&I](M"`.APG@4HTIQD#6@,46Y@E1.!+.R7]--:"*L:IZ M&;0Q=P=Y7Q]Y2/-)VI&1=H=A$Y,<)S7TDPU+"!T,8>WZ1YH2G<%B?H6&]F\6 M5G0QH/9J-:XPQ$FUQ1)#@GU*55LU`^>PD'_[_T1<,ZE-Q21.,$HEDUV\B71# MK)^J/H7[1\;RH\>GPY(F/YGAT5<'0Q#,]`?SC.@6V@\Q709O)0OK.H%$Z+,6 M,NCSA'.];]@?7801@(=7A_T?FXRH2LOU&2TEX^K3A;'+;-U^>03(5?*(X!S4 MU:!/.K\JE4RA'HA%G2?`6'[P61JH[^KK:J#=]/\EU-TZ5_8+("Y[H%97C.H+ M6O22[*"-O446ML*OEA5&K4A>#E1BQX1GT\FW0BMY'N4VA&`N-081>SKY#@'X MO?[&#&?5";XJJVVYM39QK/\Y8LA?"")_IB-K#RX`#VG819!>IX3A\\?<`?XG M63PZ1+,DB#V*Y#*HH:969A'H[GHRC1+^1)RUI'5I5GQ@#$4[]3B$],"8,'M@[^V!\3<],&(X4Q1\T'_YR7QG4GTAO=!ZUE<3 MA["+J1D@*+ZJ<=%XE%(GP$GJ/%H<2VWD.DXDP%\Y^)7-)GW2<9T#> M*4%)5\/.I2Z_`+0HUMZ]9W&MYEA85T7*@N@'/8P@;9`W0=TNRZ#K/-:O,+JL M@@F7R1`#',DE.PEL<"/,#\!?UY,DEF99=V`U%PX2G-!C:8@BSF`ZS^\C)(^SO/#4W9@DI$G2!,.[T_R6?X&K9OV*'R0/-F8]CR(X+-> M'M94,WE)VC9_M"55]"8YZS66J05RZFSH8 M&??(JS7I=;]2(,XLL6"HG$?VTQUWR[2)4M!AI*VA>7@@NI_SBQ*;T:3E=J'L M,F@RG2YY;?V,L8HKAL=%N'"&MQI\]U\)`:K!_YU7(!7_[['^T"(B;;I)3D7VU92 M0@&%(7IP= M(#:-O+3FM_?2FI.UM#]U&J$3\N,_?D>*/H%M1Y->.-T"D'T/SZ#A_.[VG1&[ MU7`M>/_1D@6?/&!!`IRTH"9E^D$P*!Y9$U.?WZ/W>WMB>[ M;_8/O]OZ;F?R\O6/.P>'NSNO#RGB^O;@L$3Q[3>OG^^\/MAY/GFV]6KK]?;. MY.#[G9W#@W+!7),-1 M$U*&D?*GY]A`>&93*AZ0YH=T7PZ@H9\+\XQ:MJ$$GH/#K<,=P?%@\N8%8-U^ ML[M3SOK2TK+*OZ;T!4]#67*DE[+LBCA0(Z*:1L'1[Z\QS#-(97@A)7A#0QBU M@VLO9M83DGYQ=WWRZM5V.8TG/_+Z"&PH?\N7=^Y#9%D]2)\BV$!ZRO*#/JU* MOK$YO;JFZ9@4HJ;$/G^/:;L(73%JS<_50_,$O]^)BDQ9"NE>AFR8'M1FDIKW+)6->ZM`I/E'%>= M5*^W%B_CW.IZ66I?"!JP*@RC%E"IB/L=R?D/*??748[N_I.N4H*$*"&W0-;6 MV)+]WQVIW@EY8X+6DI>QMED5%%U[VO(!D>$JH@`Y4*+)%DKFR8+R=G*T=&E^O]EV<35HD\>5,7UUNY3NZ-.S.Q>^'B(FE%L MHIYKDX[T3ZN]=*P0RT\.D,*UKOM>?_AMM7*\%MTQ\`N)JA"$5FF]I`:4F._Q MBA(REF!^>Y&LG,;29[WVY.GZXXX^Z_?!YP>;5?G*M<>/:=MUKT*:UV1#Y2B' MN:]F@Q7RZ2M[A43BV`OL.FAU84]4UK0J[$'AW&_7[S^JWP0]J->?/GI03E/" M.!-B^ZD+Q#=+GY0:ZY$YLE"DUJ_5.2FC>N_;>^4.UB@!_N!^!4HUWG[<,5B% MB1]4QZ!6Y;=D--=%6)X^7']25UM9>T)YX?I:[2+,:R\4U964F^U/F/PT08-H M.A?TXO0!I`P>)+UGQ\S.Y0K5@(%"=I,'3UBX^JJ<]A!ATM5J3R0(QC;P38&E MP0(NQIRY$*5N>"4MB:+!WI$TBA@P9X*I;$#+`T`GSSUQRVIBN39;L:TW30X; M\3U/+&H5)]O>JP-9CI)K>TIV`CUM+<= MWKTW":H&O-LRZ?'1!TMJK*$IOR^5QN?6323T:%?9,K?1;+L`!G+(-&]">K." MB7#::=:*!4WN&SJH!7U#2H2R?FVD04$=SIL5*YF]!8RG$1BZBK@/K]N!/0#- M$/H=6IF$:%][BW,O)M0&A8KV:3-ZCH_1^/.*8YXVX=!4S`%!!^9X>+OWS)0@ M&MSG*9YV%JYC>DG+-]J1S3ZAX>JJ:-)V]DO7D5+-GP?Q2+=SOYN/[C[]C`O^ MXW<]D0C956YX\^&]FUZQO4J0P"HC>(DE\^<;'NDQIBVY$R,$GUFXIG!)JB3B MZG\1LAW-WF>S]^=6LPY+N$G:%GLCNSA73JE=B_\@J/R82/^R1?O&>.R!A&=E;#W5]\MK0`#<1 M^OPY5?HL8DC>>4;[,E"ZIGVX!U\)1OEV<'02MLO6W'A)V%%K'^!8B)7":]?D M`1*DW"J7`];'/Q4U)R=K6I`MO9BJY0,4WFT/!DKX-2=*]"J1=D`.E@#QN/ M809=\R*(K%PM^1WR!W*?1&T%/Z"9'^5&`9T5XD8'(_0DM!?+A=8!4*/X)M:8 M;!Z@I4FG^E$"<[R^\'$$L3:$X`CGEV'&<4H3K\T%)T&Q^QE$I%H!8$9,4K>H MR*--MHX7PH+4`"6Y_+W+W/H[5]*_CPM8OBB?`O-2T)A`B`T MMC$G&<5&!S;R4$XW]!UXNO3A5#M_(V(U#X`6 M9&GVBZ>"`^R!I9=;VD-MHV[BH/,\'7J#9SFIA?:5PW$RXU43>ED.V%9X;1;-SO0#I>0]O"YX.Q&#L>]#+X6:)AF M:;^ENY/.17PVS^F3@1W(!-&UN4;?C@F];DN.][E\RE#S'%.][')LUG(JM%VZ MA'K$H?[?B$0@4&GO_9+M(1]%2J-L+RT_%J_8/X_(^S MJC)SWC')[7#PD",C\82O;8^+NT3AR<(`8.P/&]Z96#)'TT0[-+B6>!7":!&X M-S"1_DR:BJ?E>"E`=)2LLL#/CXH0=W(D$4_D+M7DAL%LV+KT@54ST.HQ MI][CDUU,?]>\"^ZJ?$OMUP8^Z\$M)FN'9INO'G@V*6-WHT2AQ^+69M5(V@NR M,QP'&U$H;QS_&.OBO0B]Z>+?>4B(?&9'O3/98V(=%YKIA$=@=!DDS=YQE*08 MIS`Z/5*V(1N8B(29851YKC*:;'$"O0Y%N/,-*&(E#[0T[Q#^C0R-0=.%@?"H M3%<`X]+"6<@2DW#)<6$9.2;!NFS"-);[V24)4U@P_)`@=T`*8QBI#U>4SXM" ML*"VM?>#[A^9@)F\H96^?XCP'_-F7#C=#U5E]X2KF`;[KOS@^M3T$=UW$T9$ M0=E9;,MM8(VS18]0Y3O)I\G1!@D[$G+F7,BK#ODK[S;[VDK]6.E_W0QR3BS] MO^5FM&4K)S\8[2C-I+]L=*R[O&0S6T%S"MZNK5YOEX[%?O&U\JX/C.Z.`+C8 MY9'!]_F<0N,@2#./Z(/-4^[.&->!=9$3OO\8*U9&$=4#ET?>>'HM*(/>'#E@ MONW*L,HR(LRO&/^YL&:?U\C$'LYONRGWB0G0W-C@U8LFB85&YU0>65"#E$E9Z9#!-X6*69CS,R? MO^EG39ZBJ&5.YLHGX>IM6@&53!QO"1ZDD^30=09KG(-<>8J@8:&%Q"@/UYG> MDAEO&"&P,>V,YU;(SOCT[Q]5Q:;7W';F:'"K=FW.\M)X>)_'*NQ!\V;FZ%F]?(/X"I#*C_0HQ MB6KJ#"N.;G/',ZI!LYV%&S4AOXDRF4E]Z_A7%`ZTI$1Y#BWX.5N]A$R!)5MY M\5GQNC96C)&LB)]#*2,@7U(OD`M,]N]0U9**6)Y=XJOMM37X6/%'KKNL6&QGG2J1F#(?//@ST M0;>9<3^[W2AR[N(2X6D_QUR+8=]*%+J&'E+HNF?+_II-7,*O@7X/!.BW`PZ. M*1[.#J>3'U_NV-9ITI,G,_YSUQQ*_[M$(!E7*VYBQ!6VMQZ1&TU;SM3EBZJ`TL= M;'R%RXZQCDX2%4[!FESL:Y,[#(TVGDV/?H$/!&0\>U_NK9AZ1>K?O//)6JG< M7E*5--QQK5(7W"4;6^XO@]WHRS"[I7Y]K/BH0U1 MY?X/D/&]Z+MPW=%W!,+F1`>2%6+[C6R(YV(&ZBC4O,H>AA%DQ"[SEYTJ3"^Y ML!)J#=8F37K?#5TC5C>6O4U)@CD/8^S#+3^"#F%#\!JO=;1BCD+NUH>M18:L M"PV?-W+9SF]P0]W0:NLHID2X45H41D"AY]->2$O:FA]A(G4XQ[==C@_,ZT"= M.1Q7DI'+T"^58ABQR6%TSM?S=]^W7KG3[(Z""B-UE;MYD^7LCY]>BG.C"CU' M-*O6:TRBE+LO!"#D?T_7P,R%IW<\YEQ] MB-,L:OAL%CKK=RHY3:*0"9G-W3:,9PE`5INQG,C`&=FG,=6V:%9:%H(XS? M8RYS&#RKK%CN-HK#=+8"-JZV!_+5V..-5KM5Y">K9S/6A)P4F\YEG&HM7Z;< M;Z;"VN.0``RL0Q?/OEM-&\E)7!2>KY&N[>UEDY?KBFG(MB$K5.MYR=93:FE] MV\@([RKS=>VET>[=\#,&D;1D\5G7S/&4R7P^REV0'RC[M%SA0-9PGK),-+J5 MQJ&W9VGZ(R"WGUR:-AG8BDFO$:Q$,5L3!\-^N1'O;16M_F/@U_ZBG"_([,A,U)V"&EOZ',QX`'#=F8=J-2Z0RAO%@FIS`\5Q*HF*97[7/G'>F^& M%'H+5GLS/BWJXJ)4=&/Z5%A'`G&$::!Q?.K_.%6)OH M39JU3AG2-T0^RB/-#.WOGL_P0ZC>T?@)\I'D?UDZ4GF'V29/XI0\<'=DJQ>^$B(MZQ="F$/O:)/8:>.WOMQ4+!['=R\ZL6:Z6O443N,]_([>-\M>"IPG'OZ)W?[(6H$>SSH/GDV\J M*":.DB*[FS!T3'+-]DUP+V$P]'6'96#HDZOSJ^G):NNHV`W>RACUJMH'7-ZI MLOJ(-4[YRMS&M@K3$!Q[X?UY/^MXG['LRG#YC+4Z`?JBM&1!!Z('HUO32LH&^_C'ANV>6SE,^L:?WFD=S//U4K4.Z!GG_6).(F,B(IL=. MB7CWT=^J7^5V.D-GG!!EJ"K')'G0C_3H@R\>W+WW-U-RM"_['XHI<3A\3K:- M_N_5:_/!WRCK:/FJ'@ZGW4-L\(]^#\D]>7/KK48B3!?M!V:#UB)MZ[+$C\=KTSF03&@HM MDT(\]48VO!"/?S[#()*)T1H2YJ)6CV?BDFP"?"9/_D:$:*RY&U)#+DZNE'>/ M^W=W=(> M%DR_?'0>LB(,Z!C?C_@S3Q<`@]6^UK*7+//)TI>RN/S[#S<(IZ>C"E,I.BP4 M#\F.-`#N_BU8L@/7$#@5WKVC/':_!/NF1!=F,U@8D$AY//HEAOZ'M]3G&EGM M:\GTSLA[R7L7_5O()!DV]/=80<4*"=6'>?#MYQUGM>]''&CS[NI3#C#=S;OW M/^^0*WVN,PYL2*;E\.(C7195[T.:O9;H7Q#YR#?TJGFQO7A>:0GM64MN4&+* MP)9'7&S7#%Q+WZ$'AM]L0='_%1;,AX]8<(RHE=D.5\E'&%2DQZS=2/#222=) M%+VQDIVF:'(W5!1PCM0D=#SN$)[V,;%_1)@!3ZW;#E64F@R*9I(2^3:?M*A_ MARB`[OO>HU0IK7$,8V,&ULI%VR9=252$C5,G2QD,_:-.@(G*C]YWFCX M<`8+<&RZ9?9MR8IQ6"B&)]#VHF;O0)#2%85]0)WL/VYS6'E99AO0K_NF;##+ ME6,\YBFP,ERP%1P+]H.II\LUU=5*6&86Z8X;TQK]]S#F(>2/,!H0BC?Q(F7S M9&]O3^71X,E'>:@.B/3JY*BYO/5)M\4W!GPJ'N(3+:N;C*:EUJ@69+.W8OB; M24^O#DH@MK[$W)$[=1[I;%7.W(:<,E>W.U/&QVC(8FR;P'S.LK.*)(?Z4HE[C^,MHG@U0E"KPX)[%0 M5JJ.\0<>`<>KB&F;SK<^=?*L!IPJ@:$9-3U&=63L:Q0AOR8`D2;K0[+(R,K] M5RLT<_;-U'QAU-"H@5B3:D^7DQ/B4NYTQ5FU1CGK5E/RI[=($N+H:?OQQ5S/ MRL;3%D:+VPZ0M13KR]G\]!T51BH4P#6A.EG('4@7K64;REP>X;OY&2T8(>>) M=;9BLJPR:._7WRLUEI1)M02DK/]D7R5SS+#$`R!;/1D!>:Y#&H&XCSK^6"J" MN.3\O-SM:NL-J(T>^M$"4PKR+E<>0P(REIJH@=Y*1@TBQK',-F;[+) MS`<:]N+T*Y,WNCS@?3ZF-M*FFC++'H0QH7+OZ2V9;?I*LH''@Y0C5[R*^L"? M!H$_9@E'G];(&Y-Z>BAAWGVH@DKWGI;GW=L]=++:?OR3O>U=\S;1MG/Z25RA M_'"KZ?$-6>RVNKJ'A93,2YP?*DPFST,^VL6K[IEI\':-2*NJS.RE')."(5JV MI,F'D);;*_EF.F$?C391/YC&&FIHC)&]HU.5>]FZ4F$`Z0?0XV\V[\GDV/Y. M#-;!P,^X(Y=9$4*!CRYK6Q^4>ZIV$K)DB7M:[R@&/5ZYU_KC);376;=\-]CK ML3Y6C*T#6"*U`Z1O/W(0@UDPH0L$TT[NV36\!/'+O3=IWRH`TG=W[;NX[[". M<+C!-2B:"O2K;R/.N1RV5AK%@E8%<#9>'JPX?%M8ZE?R>^$QXGI:1,7\N;6\ MF3&;%.\X$'#3/@IPP5!!K"9B&S*C4H\I6N.ELY(A^-WLP_3DYQ(HGA=C=WS?2[IVZAH1&Y/LIB32'YGHW%\-8G!+#S!R]'L*#V87=RD2M7@7S'$O.U6_=M7VU5WJ9)29.B MXZ:_AHW96<7BEDV5(F_:6D%%ZU:![`T%QI>$VM_`/;ZM4GB4>X"'*]1Y0;GP M$BU^FBFZ%AKV:8Z(4?[:F@!+_Y3HIVH0!G?CN8`_1<[F^(&2E\+9;R M77R8S:Y*B,G[X**!!3KY4JU*1RM.J)QIBGY,SD,Y@CX)0>-PZ5!W=V#@BS*N M3S*4PN;[I8_XB:Q_\G(.C=_+]@MO;,5389$A?(!I^@ZRG1]BY:\C,O;-GM#' M>N/$NK:AINE90.6\5W7O1AO;D7%L]C^+>7U_\9)-S9K([PE.EIZB.L3TSN*1]*(A6I/DU%6HW['*7=16]* M.=G^#Y,W?W]&,N]9+]B?88*3QK!U"@$YFE*0]N[6W=[1SZ?SCU.*IEW,)5B-WV99^HJ;K`KA>OC_OWW]VTT'OQR.84)9RU,N%8GJ> M!"')20E-\U^&F%3)2W+N0S(05>([FP<5S",;^3D;V$R3`1 M]R(2>)S@?,_/+R?0#1=1[+T.Y%.^&"RU`IJ24A5%R@].FTK,\E-!+C$;7G1NM\NM;.,UTGO?4F0Z$LQ]9. MZ8;"D>&75P4;1#C"\AMELFI)DO'1[.W#JIRXE4?-AD>VVS,R[;+O-MTVL=4I M&==?8XZYH?33.==8&;?SXRB<-K1HF+0MG6>LD-LYR6=)OITS?IXXW#GE#1E" MYUQ>F7"SETJ,^NB6T:GVT?-CD6^`+9V MK'+["'S_)@B#TT1=!X-;TMX#`K?EN%X$[I[X%!&[-^Z40N+7(%T/@UBHW1.`^ MR7L[52&]6?WC0;G[V8P40:LY&\RWI3!-!ID\#SV_9AO\N;%LY5I]Y7SC1S4O M8$KYOCKEZE4F57Q6:\I,02B/TEA=W!O2#JKM4P`H$.6E%V)9^L4%=H/C7K*R MI4I#A+VI-W#R2O4.CWO"867%*%?X)#AUS-U\HZST%M:E?[B!IW$2?[GJUH/( MF?:T'@IBT\H+?]W"R[&3`>N*&0VNY'`FE#&63GCRE,##3_A^VT'D16YX]G.) M*[:T!X^YXR!`VP).6#@JEITVW'BIT>VF^!`Y?CU7OJM#5K9/0\YR.WT.N7+< M>(@!BN>"$.9,MJN&YY@G<6FOTWDC]AY\/I=!5,WH;KY.UVP]IF]*>X=H(9$' M?Z1]S[(`<1V,W?=A%X3^(Z\83MRQ>NVY+V9)68-Q&#*!MLXP%AHV`FO+X+T0 MK`EW*J%:'`HSRJIXX_-;KG:V<+G.+6P]Z_AVW(LEQ7GZ+PDQZW,N'WOT:;2H M.]H,$\5QU+\\P>VMM.*1$]H2'I[9YC)>F0UYF343V@ZD<0_71M,&8)#T&F%M M,25\X3][8PX>)R9$^7]_C=U$&D.E(H9!]W'0Q2IGSSQ+P_!X\Q)A6U9O-\GU MO>^#SL[/-^&_X\Y08,BM(YX'KHL@AIR%<=N*C'$YL#*4:6'532R^=6.&021+ MR\-U3!0TWU)VVZF+2,NF+`]4QWK+`A]*@+P-0+T[L!68M#'TF.T^&)&=#JZ5\CAX?&+D(;F M3;BPIMLJ_O36VGE&776/Q!+K6+45`R(1L-I%8GMJI^U=SD*\\H0>+G4,CD/A M8F!4F4P`;6[VZ_QDW*,;GF>8//31M3(*]\9[+*)YZWENOL;@>6@X7]/5H&G^0>`18BY*Y!EB]ORXNL7%F,Z`TP=E5%]2$R MDT5^WG]HTFFY'P+;EP_HP,A5]_"M18@O)@_B4IM/.O?RQ,>56^Q%C]$#0?)6LBWC-[>4E>?!DE+$+4V\D5Z_31+]Z7_ M;)TBQ%O?@"/"9-95M&H)IRI']ZG(DE6-.'BW7JV1RK.74"@GC1BV$2E:*-B2 MI#(R!3T99(V8R'"F!CY74)+*`H8-%-K@-L M@XS9X!0CD);Q%'2NJIU;6Y#_2AW5!EF#6M)8L_5`/]LOLX3[C6@F*FB+_Y23 MQF=R$U:P\MQG59'0H2EN>.:$*[=[WO*M#L[>=>(T2?EY0?(R/2-F")UY%SI1 M5HHB34-;/]1,%8F+X\MI$P:H:"T@=YD<2KS13:O+"3I6Y^-89[:]BSP8W&EY M.=M*IU3!J_8"O<=<:=[[J\S;UL:;#4C,;IHOVA->[5[V2OH>+[![XI5`L=*6 M5P"&,*C-UY=O>CR6KCKS"N!8=>H5X)'>UI&]K382EJA?CH[4MRVD#(J+0TI: MN4R):$/;R@A$CS17SA`[G6%-3P[S;DENQ4_;B+S2Q]DQQM&Y998N%V31BKP_ M1<3ZE3:TZG5'$7+HOJ.D=7]`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`'B7Z=M.=IJQ;F> MNG$1,Q@(9S5K@^K"AH0!?CQ'@+_Z%`K%`H69)WPP)[4;_U9N^?7LX^0_SR]_ M(??\X^0'*OQ1I(3.?.!+U1"U&1I^SSXI9X59S-$*S^84ELPR!?Z?N'MOL/IA M1K6VZG&C36D> MM!95M[W189!]$32]5+8AGGTHM>Q+B.(03;Q-Z-T^O>I%NNP1_T2/3;B3JO,T M#Q=[TR MU7HKN14'$GCJ0<1F\9.P@.54788C!^E#_'SY?VZ]P]I&X;:J$ZD;UR0/EJ\_ M_WYH^\./MG7`W`:EHPQ3EN'#>NMN`*H)?3_`KJ\M;7G8!GT/FDXQ^^ZK:6W< M2F=:RJ_9>6RBTZKY[(^5R(3NBN.=, MQG),K4TPB\GO8%\:=WI.BMW:9M4VVJMG95,GL6+M?C7:=RYFDH;U6$]O".3D MD#17[*J`YIK:,R07RS_W,=9&,V'U-$9N-Y7RC7Y,R8IAR2;^?^>W^<)2?$L4 M:N]M\%67:!34_M9RH5[Q)&+/I/_YCSRC=$81*FA7S/E]H>8U0W=A983)E_3\ MV?1Q_X;L<2PF!RHDYF0A2X`0Y9LU%H[6RQRFF?G,3A]Z9QXZ5LJ'U%5G6\IF M7'+$7VEY;^T2,JLEB=I:^ME;=;9?_<-R MD1?)`<_)H!^J9>@)V.QRFG)1N`H"4()T5LZ2@_K/N\0>EM_'+UM/B,.G`IWJ M[N(8C$&$NH/RSBI@HS+JW_3PQZ5_EP&$M5HVQ+GW+YJB^"D'*OQM^?MOGU^H1I3+LPRU0>BHL@JZW@A0E MJURNP+OEUIU>27?+[5J(X*Y$;C#+7[: M-N19^,?.FY6*K;+Y'H0K4>&K;8>`GOD5>?N?60JXV6\%N$ED-$UX>A=[HO%+ M-_=I)O["]W)(T8#]\T_8"B+6'QR=7\G&,K'@KUY^];4V&+?5_1C_+/SA]"M6 MQ6[@99H,TF%LEH%]2]`^4%A:(\&W4]97_'9(]%IQNCZVMN(T+85IQ6_75I2F MGZO84_)/YE:-)G'E1ZL(O$11.H7PS?^GT:';$GF)>,:KHZ/%>"@VFN1P03I5 M>8Z>9B96GL.4']]4"U0C=N.X0JN)4L0<,4QH/9V1R[SFN5*@9!!SW( M\6-DBNQ#RNR@*GR:6)\:&D1%].KK*EO>Y3)MX"4F)U.0@+<5_(KEIW`YT8M# M#<*P!Z#REM?7=G8TH0'FFGY7]\[`VXJ4S2(+-:+'+1W`Y-V3S[IJ.>]%IU?H MNJ&OA1*=@RD7@]M)/F\TAR,,X9/C^:_SXUF'Y3OP#R1][W]FQTZN\_*@L9!U MW+%=K$5`Q'LHOXBWV(4"663?,)J^-KP9PKBW9U-_>#I\O,Y.??>V-W83&I/9 M8L93$K^BI6=[%FTSBV!-7N:26I%_T^(Z!..N/F$"4G>W M3[>JR>?B>\'-+FLL==Q\._P>]I!;7S1*7I-KA#,3&O)IAI8\$&&B:3R1-8N_ M3W;^^UI%H$;0[.X#6`?+S0?6=NQ!>1&=2RVCTGV](S,SBZ0AB@E&BU^Y9)2M MF^0CZ#MF,4BJN#14.]#E\3/2Q/6(L'XZ9JKAY<7UNQ."C"*WJ"8N]^/;U=J0 M+`OF()J\'-3NSW>A%O'"W!7[4I:S!C^Q<3UJ=8%C\U^M$SU9Z,;EN=RE(K9U<3M4;*A'&,L$XU-$CY<76U:7<_5.*B'"EG9%*KMK]N8GL3ZQ*TUX.3N%BLC#JO7UWPM8(34_Q\]Y/V:KEKO_ ML35C^:L[)\J_MB_PE*V=7I]R+,(XYW1$:X2H]NDA8>&B`QQXU])54;@ M]H$?0J/PP[?S%@2"!2(!6;U4D+GU,F-8PQ`MT31(^;]V,&H[:X7('O`2IB^H M=^(P]G1A[/SD_/WGWI7BPZP8/GKF\EA'<'4.UL`_^'T-[.9'62M_?C;9)N7 M@(H'54B&QCQ8-06YE!?QYA(7/>&0L%@>:"4AOSJ'VC#OJ8([K#>D>&TYR?X, M`FOB3AA5#BBW?WUZJC6A7WH<3O[3&*+0K>/X9.W9[&SV\_PJ11?WQ3VDCPT^ MRH5`*R8O-LIA:1U4M%_GTJY,;6I]./0P7LR0^E&CYRZ/70'Y<'/R22HB^9HV MDI\F^D'_PH9;!OZ.J@V.]0P$8`HNNS5<#0]7T`0M=/G2#H&IAP MDU2##*$2;NARNKYLH=R&O8#S,S/J\![:V/E\AM*KH@&M;X;0M#6X7*#U(T*; MH=Z*,V;\KV.'?26?5UQDT"_0+;M*'TAL2X61(5T4&4,0E&A1\2#RX#@ MST+B0OF8WYZEJLOV\L,+K%8ZF+U/MKM8^B!/FANTJY5+9\)KF+L<,6+-9''_ MGF!AJF-\0/!`N'_3\/XPR6`LEO.RI*MY7>H[/:PES;^(@(E,4HY^+-'\>4)UT^75)04>9--EO6ZM,TX+"K"05#$'']_O]E>GKQC\FY MB39]&SF821SAS5*A[Q+6>?*)X$H/[$;+K'],\'\^O9H.`MFDS,8BZW)N"8N# MZPMZIPK98%9F`2%5Z2-$A$=`I(!X7TOA'3%^Z/%FKS4MN..;<&OUB$7Z?1_[ ML_?7M!<2<]6#_0F]^0-GR%;-#S>T60D#R`8*@;2$LFQVBM&8F+,OR*)X&5V6 ME:PQBSI(M(+*1TQFX_VFZQ!%S7HL`+J/NQ]=(^&MU^VSU,470JKO6& M(-G;/>P5/@5Q.X.23`TLE8:67I]"$L[P%GR8]^='-E=8(N[>[O>]N]C;W>[_ M#440,A&$O`(B.$#^+V=7TX(P#$/_RJX>-K\0].+-'0:"H'=QJ"<1L5;PW_N2 MUD:ZIA,/@C#:K21]25[:!"!"7(:OC8%(#56)Q"?6G,I0VB?(_@M&=G<+UE<# M@:R(Y(/8D7$Z!MOO37.?]OXU=]B4_-"EW-'1IZ`-*'/V/F(EV-K60,U(H*LG[[\?-GH\*$A& M.P_0V&M53!:*M/ZF/"UIU`T^1GL M$;>`&&G\8,D)^8DYNM"MXOC52($G>Z&)C.,1N:JD?#E$.U7?;-:?Z\DU+@N@ M+[P>0DN+*5!*".=NL&8.11,&POV_;R!'_OT"_`\%KBQY0FWI0EN2S?(@5LPV0IH>+BQ;H%04M438O?*@DE=A7 M]+MWAL]9BX^EN.0Z:(U>)$J<^]AI?[USCA;J$H8F=[6='S/6JG/5JA^?_WK7UV%T;-C?7RTK$@!$EZX4A^C M:'^I:>'FT7+-\-S?6QY\LO,#UXS@;?"@A?O`,KS.R[VW'CIYC6JKB;B[?/7A^8-X[`/5IK)N;C';\YHB\ M:V\"/_1WT3F0T_S=SMY8QRB7VE(#2M=7WL$UW"A4-O[!BU;J)#^D))^\VZ[4 M"U5)1%[[6P#QNW\?_.B[WR3_?/.';[X9_>O;[_[QH[7]YT^_/_[LIV]5+6-# M:((-ZFF>CVK)PL<)92V5X/IJYWN%(-,YJ`FU=?G)\[]X!GX&S@#BX=>NK\)? ME,^F`T?&"&_C.WZ@1&!ED"\^XIFNE7QC;3KV?6#CUW:F:SO/R>$)'H@=(_V> M:X.9\*"6H3*Y()*)!^ME,G\ND8GA-6OFU45_#*]8 MBGJYA/$Z]HLC'7;AE=N*\`D>[E>J84`.&8]&J%9JL)Z8+=.+) M9Z:/-E_4E!\ERO[A3W4_UI*S/*<6LDTIO$4\]P-YKAI"@8RH<: M]=(M%#(E+<^GQ^UH5_MFQ,8BFME"$74=IQ\,##5<>D,1ZZO8$8168%GP!LE?7WWO(>%LP?C M%%2`EGROX=L/@?D\GL3QRG="Z#OV%E$\K./E>FK.]<6ML;Z-^1)DO"@JB!K& M>MX#T=N;Y5H\TO5R*9KHQ(`_P43?S/!/,%$#_K<6IM.TPXG#6!/@33D]);)Q MO#8ZGR^7R\7X8K%8+/7I6-=C)=^G'FU[6^O)PHF;,#4=(Y@!@N5TL;R8`)"1 MOHA9#8I@"@#FL]EB-EY.=/A_7*'[1R!:IS-5ME4)`DE6)0@D635N)@3&*@R[ M)<W1CRE/N[,JOOC>"4':\=[/]C" M#GRVK3S&U6-R[/K*L781K!(#^^$1_XW\/?SWWH\BV*^^OMK:YH/OF0Z\U+(S MLG]KSH0=?=B\7ZG1H[WY!,R244;>_2;4D$5?'/),I&.'K\_UT5R?32Z2150B M76?6KK6U#^ZQ=#GO4E\!-?()3G3HY4Q2=R@V+32T0FH^SC-B4\>6YCP!?")S M"XC&-YQSKL_&4$HTVGL.KTTQYD%^.8N-F@G]QQUHB:<,9QW(VG%`B M9<,9O#*R?E,J,9-02Y"\T#?S]=-@`*CDQ`S/BR28YB<[N-SN6RYN(WDB M-5!H5ZXR&5ZHZ5@&$4S:2)(!:SRGSHAIO8;RO[$UJD)F1\"/[(V47PU8;P'5(5G6H%GG!+BP=.% MOU[!'_3$K8\N_&$85&I$T(M4_N!-YDZ-9B`.G4='I$(8,F?(0`C MR$"`UWFF.@#WE($`EE(9`G#0`@'`J?&*+G$`.\4Y2_"!@B7P[XLEY)A,2H9E MCU)6I5_@7R.EP:3?3FHF^18Z<8A+NAH#"%*IE!Y/9.T>Y"U005 MDR]7&*!83#X-V:S15RES5$8Z\8;#3`?#)JI7P;QF>XW;E)49E[H7[HS3&M`^ M!XM6[.M&][HK!''X[F[20=3Q_VVHX]A"6I[!88$\YC6;,+UG6/C!FEC):1;* M.N4V]:82$([^Z]1QD^XX-%:_K@AQSI@YR_3EB*<.H1%ORK3"UUAE%/R-55+T MH?1IG"N.)MA\0-N8M6^EG8H%G*I[2T,]BM]B\?UWCBTVP#J!XHVOU^-8/1)8 MU);U^BMOBCD;Q5-08A')%A>O,DQ;&;TA3"NTRQ>\IVBWP@=.@\DL54Y(C;R. M2UP"7Z9+F0;,&9Z:Y02-@B9JI;+6T&X/M&'%=XJUB>(ZR]HOO(GH<5^;:E+) M'&[%)Z9A$8,&6MRZYH2[?6J%IJJ[?#7-7'6["')P=>ZO20#8BAV<.I5F:Y"0(FL+SU%:^399JPE#:NS:D MB&YYLP]$K5Q31M?29++*-A/O%-92`01%(?+M&J M6ZC45D.^*^P)V:SJ5\D3TKOW(2GU%?YVH'D:0;-+W[BYQSH8=V4;)O7]"D]L M!)-SU4H-S@VH2G$-EN717+;WT&*-Q0V;Z)'&4;VY3]!C7X$C'&BJ MN:;N24+PED(B%W"V@"3;ZRI0UQN3![38)%,5T\/B_&KL7@H4=)77$]'7LM%$ MW3G!5!E;:@(O5>FKB)Y29,38E9T]?*=\/`44F18/O06Z>_QMQU>4VBI0#YLR M6JT4J'+K89Y0][-&I,,>4:_XNJ<-7-M\?6Y*%^'\"AZ^!-.,0J[?$N*G;9:P MB*/=E4(-W7J'@*C<(Y0R)*M&(^,"D\I?$&%Y+Z\[B:&*44.#X6C3D66W-IY4 MC?"U7&`R)0.5P0,-?XJ;1=KPS&5>]H^-ICS)R;AP>+57S0?BUXVOEEZ*O82U3F!!` MPMJ.K@@Q.LHN7SH&R%WMVRAH*MIBIS+O(XTU8J'SDRI#'.7S\@5%J[P>WU0" M;B-!;LK+WI(WO^F$@H]4A4?`CWZKG"EO-IC4\JUN3$_W!]N!QVW@P`&[D,TA MA-OIWR0'TSLXU-'*V]T)%')*"TIK6UIY*SB!J^(H+5@#M:4%[),BBGT=H07W M*VY-"PIU2@M>45K@^FUQP2DI+5;W,T[=ZV5VC&]V1>P((O/@HK0*.X+FB(SP MZ,W6M`H[@N$H+1"Y+:["CH"0T-*!25M:A1W!"I06N%M;6KD==3`8+JJ[`CJ_L9I^Y?9E36XR><'I]0*6P'KXB.L++QZ"BA4EB-]?(IIYF-LLZ[(.@W6&!P8\QWAS<$R\ M67Q&"+LK(A#.@[@H/5J;3\H:;J2?$V+C`F;D!\\*WFPI)\<: M?<9)[H^^G^N(I8!7W/(`^I-E;FWO00&])`6.]6$<`+4AD\<"JQZX6U8K,G!V M@H;U/QS^MD$#9R=DV*2*_1,/F7?>_I!;B,VE6+IY2+RWO4_6EO4<5L,3`,E# MZ8-UB`(S]S\VI":-O9N!AM#"A M^\)'*R0J[B<'W?_VJ7@41ZSWR(2G`,4/Z<;>%Z8O]O9&TL+]P$DE?#1LB+7T2:CT5);:JX9/ZH' MB%R&#GPK2(5-P7\LCJU4\B:!'S_-!V##/2(R(;00GVCR$9E<_P\``/__`P!0 M2P,$%``&``@````A`/MBI6V4!@``IQL``!,```!X;"]T:&5M92]T:&5M93$N M>&UL[%E/;]LV%+\/V'<@=&]M)[8;!W6*V+&;K4T;Q&Z''FF9EEA3HD#227T; MVN.``<.Z89UC1" MSF67"72(6=L#/F-^-"0/E(<8E@HFVE[5_+S*UM4*WDP7,;5B;6%=W_S2=>F" M\73-\!3!*&=:Z]=;5W9R^@;`U#*NU^MU>[66\/7. M=K?;=/`&9/'-)7S_2JM9=_$&%#(:3Y?0VJ']?DH]ATPXVRV%;P!\HYK"%RB( MACRZ-(L)C]6J6(OP?2[Z`-!`AA6-D9HG9()]B.(NCD:"8LT`;Q)__/QY.1`R:"'1BR^?_/;LR8NO M/OW]N\*1R5D1SBB!4-?A.KL$S(P5SX15Q/*O!T0!A'O3&1 MLFS-;0'Z%IQ^`T.]*G7['IM'+E(H.BVC>1-S7D3N\&DWQ%%2AAW0."QB/Y!3 M"%&,]KDJ@^]Q-T/T._@!QRO=?9<2Q]VG%X([-'!$6@2(GIF)$E]>)]R)W\&< M33`Q509*NE.I(QK_7=EF%.JVY?"N;+>];=C$RI)G]T2Q7H7[#Y;H'3R+]PED MQ?(6]:Y"OZO0WEM?H5?E\L77Y44IABJM&Q+;:YO..UK9>$\H8P,U9^2F-+VW MA`UHW(=!O-29#`P<7""P68,$5Q]1%0Y"G$#?7O,TD4"FI`.) M$B[AO&B&2VEK//3^RIXV&_H<8BN'Q&J/C^WPNA[.CALY&2-58,ZT&:-U3>"L MS-:OI$1!M]=A5M-"G9E;S8AFBJ+#+5=9F]B(K5 M"MQ:FNP;<#N+DXKLZBO89=Y[$R]E$;SP$E`[F8XL+B8GB]%1VVLUUAH>\G'2 M]B9P5(;'*`&O2]U,8A;`?9.OA`W[4Y/99/G"FZU,,3<):G#[8>V^I+!3!Q(A MU0Z6H0T-,Y6&`(LU)RO_6@/,>E$*E%2CLTFQO@'!\*])`79T74LF$^*KHK,+ M(]IV]C4MI7RFB!B$XR,T8C-Q@,'].E1!GS&5<.-A*H)^@>LY;6TSY1;G-.F* MEV(&9\F_W4`BA;JI)6@8,[F3\N>]I!HT"W>04\\VI9/G>:W/@G^Y\;#*# M4FX=-@U-9O]2!=(.SB"QLD.VF#2I*QIT]9)6RW;K"^XT\WYGC"VENPL_CZGL?/FS&7G MY.)%&CNUL&-K.[;2U.#9DRD*0Y/L(&,<8[Z4%3]F\=%]&ULE%==;Z,X%'U?:?\# MXGWX#"%!(:,28&:D76DTFME])N`DJ(`1)DW[[_<:`_%'MD/[4)?3X^-S?:^_ M=I]?ZTI[01TI<1/JMF'I&FIR7)3-.=1__4P_;72-]%E39!5N4*B_(:)_WO_Y MQ^Z&NV=R0:C70*$AH7[I^S8P39)?4)T1`[>H@?^<<%=G/7QV9Y.T'[ZV MGW)Z9"![YU6H%-VK?H?^/85E>=+#^GV("(:6%"\ MQ8CD,*,@8S@>5+[EVD#7CHCT:4DE M=2V_DA[7_S*2/4HQ$6<4@784L9T/B[BC"+23B&ML/&^UWOC+K:Q&%6@G%.L-SOS!2HM'TF1 M2K)]:RV2#A.)5A:5CF4@80`K&,I(.<"$J.;0H'KXT!Y7\!0!)=,(IG&C"1!" MVDIN'Y%\2R3%#TFV2$H8"4+A9M!W1%+Z4&DUDX3HH>R71T_)0O0R<)"!6`82 M!D@1N+.Y(9LIUTMP"\MKN5M*AGU%G"M/'"EBI-6^PR'GO=,&[<$J\OSIH M)S$&VU?6-R/Y@R'7MN#@AA\Q*P?&N<<9RT`B`RD'"('X8B#O!T#)<@"^+YJ+ M&.EN[B`#L0PD,I!R@."6WH^X??9]MY3\VP)G),ZM#,0RD,A`R@&"V^U'W%*R M.+>.H\PM(W%N&3"6[VJH%;E:8I[C;!E'S%DBZZ8<((1D0Y'S&5A6^$,O)3CE M9*/:HPJP2V&- MNC,ZH*HB6HZO])I/*WA&YR?(T_`"D?#(#N"V!A"Z!'_X`1PK5#YL1/` M[4+%4R>`^P/@YCP`O#S:[(S^SKISV1"M0B>P;!GT:MZQMPO[Z'$[7'6/N(&PO=V]R:W-H965T%5M)A+8MPU(ZW7^_115ML8JR M8^=EID,>EDX5BW6D,A]^^[G=S'[4AZYI=X]S<1?-9_5NU:Z;W>OC_#___K;( MYK.NKW;K:M/NZL?YK[J;__;TU[\\?+2'[]U;7?C1RJ#=5#_R[MV;?':UM5]>8VU:'[^_[Q:K=[L'$<[-I^E^#T?EL MN[K_XW77'JKG#?C]4^AJ=;0]_!&8WS:K0]NU+_T=F%LBT=#G?)DOP=+3P[H! M#VS89X?ZY7'^N[@W.ITOGQZ&`/VWJ3\Z[]^S[JW]^-NA6?^CV=40;=@GNP// M;?O=0O]8VR%8O`Q6?QMVX)^'V;I^J=XW_;_:C[_7S>M;#]L=@T?6L?OU+U-W M*X@HF+F3L;6T:C=``/X[VS8V-2`BU<_A_Q_-NG][G*OD+DXC)0`^>ZZ[_EMC M3N;[?_0Y!PIM"(=$8TL'?S\DYFL8B3SZTLD='@H*GZZNGAT'[,(&O@ MF=V^LCDH[L'RT3/D5`!8+@ M3)Q`@B+*(\)&T-HUWL`2")]80RPX:P6[.KT?1Y)V$2.94P+%!(0BRA"A(@HQ M(20;0T'<4-2-R_0M&!+'#U\<9?39!8+TD#@V@B4?,-X`X0*;[X?T,A<+?IR# MH^-61@FC@IATR`:1ZUAK"BA]`!0TD?-`^@"A,JG'[2+4X0SYU&T.Z[.G\Y@- M=E$0SO$!0_X5"/+"R0>,-T`X)933Y7!:,`LG'&L:K@)!R1#/!<1"L'"5!*!4 M'K,=,00@9*['["'<4\K=QO/STV47!3Z,#\!X(LCYD*B$%P`R+W0LF`'C`Y3, MO'GB@15>KZI=CKX%<^:2,2L0A,RED))N3NE/IRIAJ6YP6@][%X_[1CCGMW"V MX(!S2DD5"'+1!J%@P2S]>0F;P;+?^/,JSM(Q(PEQ`977C_9U^3*LXBYP#QS( MN:"2)%(LJ4L*D5IFBFV.H9!,1CHZLP?""L[5B3.@>0V1+,J%0WE%)!@Q_@B- MK143C]"5L44)\NLSZ#&+7"$0Y8*KTSAB@2LI(E8J8\?"4$26Y*/WU`\K.[?[ M@6+E^R'2\0E84P2"W-%,\S3PP@Q,,3(0@BA]6B&>F)5R?/D11G M#%`2@$Q$G(]%PKW"^2:2"$KV6!RI'U:>;O<#18WXP5\D"D&5+TK'XS^0+!E` M*E[_#4/XTD6]L`KE>?%)>J">4?9CXKD$]T5O(5*ME:*5OA04`FF#%RO/@RGQ"B:.>,)J%\&529?`!%.23CQ#P#:$S9L00(WDLHF@T0AVQ M^N4Y\LE6H-H1!V(=")*OB3K+/4UTF>0#%HG2P7GP`2(7R?@(PEXR5;W,?D`S M->5'L7"@8Z74@E7SD@"4@BRB>68(`-[/O'I`R=^DHQ(_\TCH>84N'`C)IXG* M&+>2`&0:>&<(@'I'R0,1/V^N.P#2KJ([`)H[;BZ>98="+VS\QF*(^4,!`IH$ M?`OP.?@N.4Y2#ZSB>9E_I0>HD_XV@`?L^!4249Y6!2/&'Z'$;A)/.26>P2>O M0_F$`O'T,900$\]/3MF$:`;?O;89<]),D60B9R7?4!LJR<[5.#DA MFI]_^PZK^(NK]PB7JZB:?F#YB'&6PK<2R73PRA2B%8P3-N M&FN)`BT:`=0#JSA>-?@DQU&?_"H@PF:$1-21&JU1)9U5(7-_=:['L!#>MN?@ M\[XNA895M`X#?Y8@A4,Y_IGBH7?S&-N%C#-^0HF!6(YEG+IPDPZJ"1V,O=$ES9?!1G&CR>,%Q'B#*><"/ M9JG\:27&T#KZ.'W<&NU][U$/F`A>3GL5BI^()4N+PJ&0>4!?8+0<>QUJESH&0+>OD\GG_IQDZPJU$/8 M`>\C.>BC.)0G1\&(\4<*K3$D1T+-5O*MK M*"1)$A&=B^F7%%6%BCK1"G(HS.M,L2-7NFGT5$8\\0V9S\2YOK+ZDI0.JUA! M#YI`#G3\\,JUO4[@?I&=B+L`6E$8;$<,\`ET85)Z8G^CD/A MK]Y3_1T*F.CO$,"87>@!WE#!"QS;^O!:E_5FT\U6[;N]?2+@]\73*-Z,*>!F MS'"-9'F:@(LI^^JU_K,ZO#:[;K:I7V!I=)="'ASP:@O^T;?[X;;$<]O#E93A MGV]P!:F&6P71'8!?VK8__F$OSYPN-3W]'P``__\#`%!+`P04``8`"````"$` M<6@?=G,#``!V"@``&@```'AL+W=O&ULE%9; M;]HP&'V?M/\0Y1UROR&@*HFZ3=JD:=KEV20&K"9Q9)O2_OM]CB'$AM+V!4B^ MX\,YQY\O\[OGIK:>,..$M@O;F[JVA=N25J3=+NP_OQ\FJ6UQ@=H*U;3%"_L% M<_MN^?G3_$#9(]]A+"Q@:/G"W@G1S1R'ESO<(#ZE'6ZALJ&L00(>V=;A'<.H MZ@.[;NPTB+2V8IBQ]W#0S8:4N*#EOL&M4"0,UTB`?KXC'3^Q->5[Z!K$ M'O?=I*1-!Q1K4A/QTI/:5E/.OFU;RM"Z!M_/7HC*$W?_<$'?D))13C=B"G2. M$GKI.7,R!YB6\XJ``QF[Q?!F8=][L\)S;61HD;>`"WUIB+!R(I M;:O<Y/_33RHOAM%D>(-3R"%HI$*R)`>3I MB/R$D`E*WF+TP@'!@VK(PE0=P*Q>GX^32#G($)GI`E97(#HBOT0$K@XI+B%I M-$`T&X%NX[9\"8;&&V4J"P;QR98&Z^*$8O-"TP^>-(;VN1X(4- M1L]3&01GDTJ+`B5].TPB-S'"SL=U/XZ,9BC&Y4D4>?Y@5=,-"^C]NB7X0G/WM48_RI0=FGO)$77<3+PH"LQ5 MJ2'\.,X,Y_*"(/-1%*'O^><.5#;4\:].QP:S+._N(P%.#4[]`6_T!L2UINU7@#0]UI`GL"4_<&]2!HUQ]%:RK@O.]_[N!^ MAV'+=J<`WE`J3@_R9C+<&)?_`0``__\#`%!+`P04``8`"````"$`66?7P$0$ M``#2#@``&@```'AL+W=O&ULG%==C^HV$'VO MU/\0Y3T?3IP/$'!U(7?;*[525=W;/H=@(-HD1G%8=O]]QS9);&=AV?(`)'-F MMG7>P65[\-BI M)?E..-65%_A^[-5YV=@RPKQ])`;=[\N"9+0XUZ3I9)"65'D'_-FQ/+$^6ET\ M$J[.V^?SR2EH?8(0V[(JNS<1U+;J8O[]T-`VWU:@^Q7AO.ACBXM)^+HL6LKH MOG,AG">)3C7/O)D'D5:+70D*>-JMENR7]EZN%2-`_);DPY;_%CO3R M6UON_B@;`MF&.O$*;"E]YM#O.WX+G+V)]Y.HP%^MM2/[_%QU?]/+[Z0\'#LH M=P2*N+#Y[BTCK(",0A@W$#0*6@$!^+;JDK<&9"1_%;^79"0$9GF7KQ8M MO5C0-?!,=LIY#Z(Y1.Z521Z#UEM2@1X/\I5'$;%`!8/ZO*R"($`+[P626EQ! M:PF"-3&`#,2F1W#9/&ZFW/"`\,`:C)\F=#)(S@^([$!VQF2)" M7X=D4T@:#1!-1JC+N$^?@Z%QU/0%:3P$%@E;2Q`6C<,SN#%O9,H-C0L4__,I MY4Y+&P0/)86Z!P8G"4I$6\1!B@S[1K4G$3+],]4>1V&:#/$U`;"2/B^`.TT$ MA,,#9%(E*!8"G`3CU*CX1@/$811C/4*F`0(\P^,C-`WQ_]'`G28:#`9K";IJ M",.)!-4>8&0LC$PUIPB/"=#H)SK]^_W,P1/:XT*1J9<@+%,?FIVC6G&<&DE7 MK0X:]QJ-,A_1ROYWGS('3RB;2U"").4Q3T+.YHXM>]^FD9U]ABP'ZV11:&9P M+4%R;3HH\B=]H0(0QM@H4*;:<1HE-QH;P>ZLYIG/F8]W;.&E:X#M95S_LD>N M*(1D=_MN:)#"#`:=7U%]0(@2S M2'68F0MXZH%"[*N?&PL$\7&F"'ZP:-3_2B$/)8(`3Q2D_D#_S]E`VS*K('EQ] M-X&'M_),(B\Z>A*ON5O:P5E"_#W"V9'`ZZ#O`GA/:==?\%//I3^-KOX#``#_ M_P,`4$L#!!0`!@`(````(0"'Z(HJGP,```T+```:````>&PO=V]R:W-H965T MX($U!*M;0M?]"N?]A\_[=ZL*Z1WZB5'C`T/"U?Q*B708! MST^T)GS*6MI`Y,"ZF@AX[(X!;SM*"K6IK@(#'0YE3C.6 MGVO:"$W2T8H(T,]/9O( MOH*\GU%,\ANW>AC1UV7>,0'FY4RZ%=)+]SX[?$3NWSJRN)+V5!P&^HD*[!G[%%"/Q=R"38'H]T/J@+? M.J^@!W*NQ'=V^8^6QY.`0D4QL6;QDE.?@*-!,<2*9A)\)8E!_36.IWB> MH"3]-TN@%:D$,R+(9M6QBP==`^_D+9$]B);`?,M,Z^AS_5NJD*,D^2A9%!=D MP:$^3QN,<;@*GL#4_`K::A"T#R_F/;$R;*M! ML>I!Z>#.7)8.+ENRX?S<+UN"'=E1Z#3A5H-B)1N%CJJ=CJ8J.L$X3PE%M=R8`A[-H9M<@ M,^-PM:>#R9;RQ5N42["C?-RR&G15GD2CIC7CR2)Q>CHSPRB)-%@FFY="P&>+@9U"I!9@!@C/)3%EB\_)G=W#(P38^/= MT[Z]HO0=-T%).!^NJ:M\S:,1*(YCYP3(N46^2`/B>3(;3K:6KZ<2_=&N:7>D M.UI5W,O964X<"&ZB?E5/0ULY#:EYI@_`,-*2(_U*NF/9<*^B!]@:3F=P6W5Z MG-$/@K7J"[EG`L80]?,$8R>%+TDX!?"!,7%[D`-3/\AN_@<``/__`P!02P,$ M%``&``@````A`-0([?8R`P``"@D``!H```!X;"]W;W)K^).![?#CGWFLNZ]NGNG(>J9",-QL7S7S7H4W&<]8<-NZOG_1BC0YJ7A#-^XSE>[M]N.']8F+!UE2JAQ@:.3&+95J5YXGLY+61,YX2QN( M%%S41,&M.'BR%93D9E-=>8'OQUY-6.-:AI5X"P6&KL[?0U40\'-N;C-3)_)]8KLJ-&\:S:.Z' M".#.GDIUSS2EZV1'J7C]QX+0FH0JOIR/2XB]::1R.50P.X%R!"1 M3!&A/X2D4\@BZB`#&^'0QNOR-1@:IY\^'%V)3<)V%H1-X^@,)N.%M+HKL55M0;%1C8-Q@I-^.(KC40.E_3`.PKA+R4!U_![5&CQ1?26VJBT( M&]4W*`B[YYIPT@^/RI"^'!OHG;]'KP9/]"Z&@G869+.,<("#83P9Q*>]D_;C M@]X9Z-;C=_1RPU"AUWM;;YKH']5Y9T&VMT,1`OQ%Q8(UT*EK`5G\VAU0(.\SLC>*M>3_NN8(A9"Y+^.:@\![Q9P`N.%>7 M&STNNZ^8[5\```#__P,`4$L#!!0`!@`(````(0!,:4I:PP,``.<+```:```` M>&PO=V]R:W-H965TU,I^GR,!/L[WQ\Y^+CL_KXTK7. M,QDY9?W:15[@.J2O64/[_=K]Y^_'A\QUN,!]@UO6D[7[2KC[YQP;2P\Z.C1T6\#KN?3Z,!#>34=?Z81`L_`[3 MWE4,R_$>#K;;T9I4K#YVI!>*9"0M%J"?'^C`SVQ=?0]=A\>GX_!0LVX`BBUM MJ7B=2%VGJY>?]ST;\;8%OU]0C.LS]_1R0]_1>F2<[80'=+X2>NMS[N<^,&U6 M#04/9-B=D>S6[B>TK%#H^IO5%*!_*3EQ[;?##^STQTB;+[0G$&W(D\S`EK$G M"?W0T2!Q@L3 MR52S%@3`7Z>CLC0@(OAE^G^BC3BLW6CA)6D0(8`[6\+%(Y64KE,?N6#=?PJ$ M9BI%$LXD,:B?]T,OS!*4+'[.XBM%DX,5%GBS&MG)@:J!;_(!RQI$2V`^>Z9T M7'S]D:O@HR3Y)%DF+O""0WZ>-R%*DI7_#$&M9U"A0'`F+B!D(LHS0D90\E;: M@@^"+ZHA%K;J"++Z=C[.(J61)3(W!11O0$Q$>8N(`A-2W4*R:R@,-Z+_XX8T M6KOPD4L8(=8+4T.A0/%40#*2I;U0:0N&)B@"/;3OAU2"H9@U+2A(K\Y.22P4 M2--B+U3:@J$%#H>N11;GS],LC MY<9S8U&9%K$7!(9!JEL8;B],M]]/@03;[L:6^$*!TLG9+`SLT M2[!Y6*/W\<)[0=R,Q._XR*I[JUI);SYB7,268A MJA^8F[+E%7-W^I&ZD/3F"\WE6E@J_S/JW%TL6:6U'7D!C'/:@_3&,-^#ZKNW MC*8O\N:YWQ=U3YF^));8`L8J636J=5B;I;$90J5'D5GI,>8.+_(4?!T'M$WWP$``/__`P!0 M2P,$%``&``@````A`%XY?)5^`@``P`4``!H```!X;"]W;W)KTD,',X]YWXPOWY1'7D&8Z7N2YHE*270"UW)OBGIC^_W M9Y>46,?[BG>ZAY*^@J77BX\?YAMMGFP+X`@R]+:DK7/#C#$K6E#<)GJ`'D]J M;11WN#0-LX,!7H5+JF-YFIXSQ65/(\/,G,*AZUH*N--BK:!WD<1`QQWJMZT< M[(Y-B5/H%#=/Z^%,:#4@Q4IVTKT&4DJ4F#TTO39\U:'OEVS*Q8X[+([HE11& M6UV[!.E8%'KL^8I=,61:S"N)#GS:B8&ZI#?9;#FE;#$/^?DI86/WOHEM]>:3 MD=47V0,F&\OD"[#2^LE#'RJ_A9?9T>W[4("OAE10\W7GONG-9Y!-Z[#:!1KR MOF;5ZQU8@0E%FB0O/)/0'0K`7Z*D[PQ,"'\)_QM9N;:DD_.DN$@G&<+)"JR[ MEYZ2$K&V3JM?$91MJ2))OB69H/KM>9[DET56G/^;A45%P>`==WPQ-WI#L&DP MIAVX;\%LALS>V03S$W6,7O]F%3UZDAO/4E+L=KQNL3S/BSPK\CE[QJ2*+>CV M&)0=(I8[A*\%ZAM%HO5]D7].^TZ+!WLMO@Q>W&W<0.XW<>_B'B,FZ0@Y4((I M.EV)!V,Z]P-GQ60DCNHB*#1OV%CN;1R$GOY/:`\N*?IZ\YP5TW>A(^@BU.L* M7Y3TS724L@\H+J?[@"@M3DQL*`6F@25TG25"K_TTY,@\[HZ#>I/[TKS;O\4! M#NW.Q@,&PO=V]R:W-H965T-5Z4-(SK25FJ&;H^ MU;(PR56I,"^?T6"'0Q)1AT7GC.:5%"EI&E:P?GY*"MZH9=$S':@1RFESH,&9; MLS506BWB!"(0MBLE/2S5'V2^LU1MM:C]^2>A%][YK?`3NWAE$O^1Y!3,AC2) M!.P9>Q/4(!803-8&L]TZ`7^52DP/X3FM?K*+3Y/CJ8)LFQ"0B&L>?SJ41V`H MR(P,4RA%+(4%P'\E2T1E@"'A1WV])'%U6JKCZ>4F0E)5HC.O M6/:O))&KE!0QKB(PXRI"C)%AF<2@FSZV2XMI-?C@-ZHC8# MKC>1E^.PKRIP;56>CH-`!5##<#'@8<#'0("!70?0P)?6'"C?@3EC,.E^#S5>B%G( M"[L?Y_H.I<_8#!EC9*@_;G>7-&Y)O12-48J^3HU@PT;6K4!]ADQ;2]*DWLA$$6XPX&!@BP$7`QX& M?`P$&-AU@%[(DY="%NRE"I;>FHY,D.-K29K)QC5U^&O=KOMPTR60J36Q;^F0 MC=HEH,E;.78SU,6`AP$?`P$&=AV@YPZ\:GH]^W5!"';?'1N5[%I2IK4W9#(V M9\B:[KAM6BAX1PY/ZNEH;-N,M9L9!CP,^!@(,+#K`#UCX.WY@C&"W>^4L8V6 MOY:<6UXW&'`PL,6`BP$/`SX&`@SL.D`O8GCEOQ"Q8/=+@>@6+@9)DL5@W&N4 M1P1'$N[7PZ/)[B."]XC@/R($CP@[2<`!](P7GQ#=0\77/2C8?>/A[("-ER2Y M0YFV@88WW>&IA;9P^H&=06L'X'A>A$?Z9U@>DYPK*3W`5'TT M@XXOY0%?WE2LJ,\?>U;!P;S^>8+O,`KO,GT$Y`-C57,C'M!^V:W^`P``__\# M`%!+`P04``8`"````"$`&N2B4"@#```Z"0``&@```'AL+W=O&ULE%;;;IM`$'VOU']`O`>\YF)C&4=)T[216JFJ>GE>PV)6 M`1;MKN/D[SN[0]9V2%*;!ZYGSYPY,S`L+Q_;QGM@4G'1Y3X))K['ND*4O-OD M_N]?MQ=SWU.:=B5M1,=R_XDI_W+U\<-R)^2]JAG3'C!T*O=KK?M%&*JB9BU5 M@>A9!T\J(5NJX5)N0M5+1DN[J&W"Z622ABWEG8\,"WD*AZ@J7K`;46Q;UFDD MD:RA&O2KFO?JF:TM3J%KJ;S?]A>%:'N@6/.&ZR=+ZGMML;C;=$+2=0-Y/Y*8 M%L_<]F)$W_)""B4J'0!=B$+'.6=A%@+3:EERR,#8[DE6Y?X565R3J1^NEM:@ M/YSMU,&YIVJQ^R)Y^8UW#-R&.ID*K(6X-]"[TMR"Q>%H]:VMP`_IE:RBVT;_ M%+NOC&]J#>5.(".3V*)\NF&J`$>!)I@FAJD0#0B`O==RTQK@"'VTQQTO=9W[ M41HDLTE$`.ZMF=*WW%#Z7K%56K1_$40&*B29#B1P'$A(&L339#8_@25$13;! M&ZKI:BG%SH.N@9BJIZ8'R0*8368Q:$(=+M>W4H4<#$8(7GT`9L0AO7C99KO'$89NJ$'(6) MS@ECP%"V`_&0X9X80R,HMKUTF%!\',F8'$$3OI^8693[D(VS"R)&+A6,B*`9 M6IY,<'.8HW2AJJ>[:L"CX+$CQN`((B2UX9,@F@\"\$`^7^P-.I*2GB/%@$=2 MDA=2$!1;(5$4I&DVS]PV=^`C%;-S5!CP2$7JB-$0!&$U")C@'A_%-5/AX)5[ MOPL,>!1WYH@Q+H(RF_TD2%*7N3W9>W4D(SM'A@&/9.Q]11D(2JR,.,J2-ZI/ MH/5/-\"B1Z&S%PX,J/&K1\Q7YV2W+?J_K_F`>B7865\NF%BOF+JO%IHZH%QK M)R0^:.U])V!M<83A%[YEP"I9.@AF\[A)G'UYHT=OYL18:9I8]K>$?A<%'&)K0]RHA]/.%F:[N MKV?U#P``__\#`%!+`P04``8`"````"$`D*#5.Z8#``"S"P``&@```'AL+W=O M&ULE%;;CILP$'VOU']`O"]@;@E1DJJ!;ENI ME:JJEV<'G`0M8(2=S>[?=VSG8IO=;)J'W6"?.3ES9FQF_N&I;9Q',K":=@L7 M>8'KD*ZD5=UM%^[O7_=W4]=A''<5;FA'%NXS8>Z'Y?MW\P,='MB.$.X`0\<6 M[H[S?N;[K-R1%C./]J2#G0T=6LSA<=CZK!\(KF10V_AA$*1^B^O.50RSX18. MNMG4)2EHN6])QQ7)0!K,03_;U3T[L;7E+70M'A[V_5U)VQXHUG53\V=)ZCIM M.?NZ[>B`UPWD_81B7)ZXY<.(OJW+@3*ZX1[0^4KH..?,SWQ@6LZK&C(0MCL# MV2SO@\U-6WNB/@-M1)5&!-Z8.`?JW$$@3[ MH^A[68$?@U.1#=XW_"<]?"'U=L>AW`ED)!*;5<\%824X"C1>F`BFDC8@`/XZ M;2U:`QS!3_+_H:[X;N%&J9=,@@@!W%D3QN]K0>DZY9YQVOY5('2D4B3AD20& M]@%B(O(Q(K+R+,:0:7)F,=*(S#2NRQ=@:!S=OF!R M(9:&K10HEHTC',SMA4);,+1`\75+KVL1X(4+B9Y+F5FU7"G(1#9#&F>62;F^ MC5(4G@U2A=>W+Z&&8#@YNF#1N?&K9_+4`R+(%(ZR*#9_?*5`FHGV0J$M&)I2 M4]-U$P7XS8(JD*;%7BBT!4/+Y'^T"+#E"QKYHD"I+"E*)Y/$JEJN`^((!5/3 MV$+MQY+@E:J*5Z9V'UUW4(!-U:,V5!"E.8VGUH'/]>T7VE!M7Q6%(DV M^SJRC__J"-+Z>K12Z"M&9R/Q6KBY223:-#L=W9M'D+JN4)IDX<4+>2/E-B)& M5KT*`W$)-Z6+E\/MTM6K1+]GH4]2\U2M8/(1W71IE$0O>A!$H[+G_Q\BYBO] M5^S\U.RD1HN6#%N2DZ9A3DGW8BY"<.3/JVIF6XF934Y=YPT8F7J\)=_QL*T[ MYC1D`Z&!-X';=E!#EWK@M)?O\37E,"S)KSL8C@F\[P(/P!M*^>E!C'5BV).3 MS_(?````__\#`%!+`P04``8`"````"$`J)"W)S<"```5!0``&@```'AL+W=O M&ULG)39CILP%(;O*_4=+-\/ABQD$3":*$H[ M4BM559=KQQBP@C&RG9"\?8]Q!F49M5%O`(?_?.<_2TB>C[)&!ZZ-4$V*HR#$ MB#=,Y:(I4_SSQ^9ICI&QM,EIK1J>XA,W^#G[^"'IE-Z9BG.+@-"8%%?6MDM" M#*NXI"90+6_@3:&TI!:.NB2FU9SF?9"LR2@,8R*I:+`G+/4C#%44@O&U8GO) M&^LAFM?4@G]3B=:\T21[!">IWNW;)Z9D"XBMJ(4]]5",)%N^EHW2=%M#W<=H M0MD;NS_I/@E6JXFF&1)WY]? M@G?FXAF92G6?M,B_B(9#LV%,;@!;I79.^IJ[GR"8W$5O^@%\TRCG!=W7]KOJ M/G-15A:F/86"7%W+_+3FAD%#`1.,IH[$5`T&X(JD<)L!#:''_MZ)W%8I'L?! M=!:.(Y"C+3=V(QP2([8W5LG?7A2=41XR.D/@?H9$<3`936?S!RC$.^H+7%-+ MLT2K#L'20$[34K>"T1+(KK(8^O-^95"2BWEQ07THJ`U,XY"-HO$L(0?H(3N+ M5O>B:%`0R#Y8@+2W%L;_M."";BPL!GSO99Q<9_Q[MYTXQ5#-9:;;8KUHYH<1QX,/G]9OMA]\2TO^E>I2-`;5 MO`!H&,Q@#;7?:W^PJNV[NU46]K%_K.#SPV'Z80#B0BG[=G#_G.&#EOT!``#_ M_P,`4$L#!!0`!@`(````(0#\W+=\\0,``(,-```:````>&PO=V]R:W-H965T M'Q:VQ?NL*;**-71COU)N?]W^]F5]9MT3/U+:6\#0\(U][/MV MY;H\/](ZXPYK:0,C>];560^/W<'E;4>S0DZJ*]?WO-"ML[*QD6'53>%@^WV9 MTY3EIYHV/9)TM,IZT,^/9`SD6AXYR7[M(%INVZ*"$#8;O5T?W& M_D96*0EM=[N6!OU7TC-7OEO\R,[?N[+XHVPHN`WK)%9@Q]B3@/XL1`@FNZ/9 MCW(%_NJL@NZS4]7_S+?J M4FP-<"1[D9_GLNB/&SL(G7GD!03@UH[R_K$4E+:5GWC/ZO\11`8J)/$'DAFH M'\9]QU_,R3S\F,5%13+!-.NS[;IC9PMV#?PF;S.Q!\D*F"^9H8YKKF^E"CD* MDF^"17)!%AS6YWGKDV"^=I_!U'P`Q0B"FKB"B(Y(+@CAH.!-E8`+@J^JP0M3 M=0"K>G\]+B+%)$/D4A<0WX'HB&2,"#P=DHXABYL56AJ!GL;[\@48-HYJGQ?= MB*5A,8)F&-#HK>E]**%[D.,H$ANAR7Q]=%$ M'34=O#^FR86ZF2Y7@'7K@J7QFS%B%.?,0*H$-"GA9Z0(L.G.2$9-TM5#7AIH808IS9B!5`IHF<3XJ MS>?]/2?`^B*2\?Y'D*+%#*1*0-.R_(P6`=9](<0W]S^""!Q,HB$29P:GMO(B MOS^8-8$S;NI3):"))=#LICLGT89<+XKT314/*%0[FT61L;.2`:#(4R.Z/M&X M)Z\LP3;_03L94+CKQ_WD.GP[/)!6ZM75B0X]71WV7(01`UK3<(@#'1_ MDP&AVH=S[@@437JZ0&SI\'[MQN/V1I2^+X^*9!1)U8ANF&C(T_5@^]8-&_4X M@JBWF]P`4/W"*7?\$JUYNCYLY)J^'TO6AJ`9*!1=8Y.#;P+XU6QIMV!)K2JN)6SD[CG M$FAIURC>P6-Q!Y>WZ.L`7(';[$#_S+I#V7"KHGN8ZCD1Y-GA)1H?>M;*>]F. M]7#YE5^/\&>'POW%&PO=V]R:W-H965TU<^N_WV6YHFNQ2 M]04PG.^<\]U87A]DAW9<&Z'Z$I,HP8CW3%6B;TK\X_O=U0PC8VE?T4[UO,2/ MW.#KU?MWR[W2#Z;EW")@Z$V)6VN'11P;UG))3:0&WL.76FE)+1QU$YM!I:,'ZKV%;RW@82S3MJP;]IQ6".;)*]ADY2_;`= MKIB2`U!L1"?LHR?%2++%?=,K33<=Y'T@$\J.W/YP02\%T\JHVD9`%P>CESG/ MXWD,3*ME)2`#5W:D>5WB&[)8YSA>+7U]?@J^-R?/R+1J_U&+ZK/H.10;VN0: ML%'JP4'O*_<*@N.+Z#O?@*\:5;RFV\Y^4_M/7#2MA6[GD)#+:U$]WG+#H*!` M$Z7>!E,=&(`KDL)-!A2$'OQ]+RK;EC@KHGR:9`3@:,.-O1..$B.V-5;)7P%$ MG*F1)'TB@?L3"4FC=):3O/@_2QP<^01OJ:6KI59[!$,#FF:@;@3)`IA=9I._ M9@9N7,R-"_*A@#;0C=TJ)?EL&>^@ANP)M`X@V(!GT(B(07VT`++G%C)HT9^+ M>[3@@LXLS$=Z[W(=(#/?V5.]["UZ+@C:=I(-(<7T3#&`)A>*D[!X?!M6>`TKG/K*C1]@A0;:\"]4-Z(WJ.,UA";1 M%,1U6,)PL&KPH[!1%I;'/[;PK^0PJDD$X%HI>SRX-1__OJO?````__\#`%!+ M`P04``8`"````"$`DZE-UV4&```7'```&@```'AL+W=O&ULG%E-;Z-($+VOM/\!<1_C!MN8*,YH##V[*^U*J]5^G`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``^JNI8&UXR7-CXW?05(Q@KZK%L"N%I?K.:ZEGB$I#,2FQ$82:1-62^O6;2* M8(ZF5X1DF'G6;BC`:.:62-TJ[IH9FT!B`I(!FC@8;BX.)RF`1?]VVS%HXT(' MKC,!(OUK]9VF+9%6W5P)$Y"0;%4P+",:)"(-7QT30),5A?9<)6:$9(`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`BC,P](B`65\X=#DY%^*,/;:*"E'&/ MF:"\YL5S]!"OU_4N]PM&W<^\OZ)8O"[+_2R.Y(@N%?UL\GP'R+Y]PY-87**) M)"K3P)$A9P-E7A_R.#^=&B>K7O`9BP^W0Z[H]?G/)Q_OEQMX#,^%NH"QS20_Y'VE]*,Z-<\KWD'(^"\%0:WJP0V_:ZM(]D7BN6G@@T_UYA`=P M.=SEG\^`O*^JMG\#7^Q='^D]_0\``/__`P!02P,$%``&``@````A`,*JK@]' M!```%@X``!H```!X;"]W;W)KWVF1`G00,XPF0R\^][C0G89C9)7V8&^_C. M.<<'7[/^\EY7UAMM>.PXL3K7.^9&?:P,R!M77>P6-[=/BY MI?F^7U17#G;=P*GSLK%EA57[3`UV.)0%S5AQJ6G3R2(MK?(.^/-3>>:W:G7Q M3+DZ;U\OYT7!ZC.4V)55V7WT16VK+E;?C@UK\UT%NM^1EQ>WVOW#K'Q=%BWC M[-`MH9PCBE^"`F&[U=+#QOZ*5AGR;6>[[@WZ4=(K5_ZV^(E= M?VO+_1]E0\%MV">Q`SO&7@7TVUX,P6)GMOJEWX$_6VM/#_FEZOYBU]]I>3QU ML-T^*!+"5ON/C/("'(4R2]S3*%@%!."G59+".U;_*T%(D!J+X*&(!^R'>;S$D8_\X'$51S+J!69YEV_7 M+;M:D!KXG_RP-1B M`"42!._$"$(Z(KTAA&Q1-U,&'"`\L@8O3-8$=O7S_;B1%(L,DK%.(/D$HB/2 M.8*X.B2;0R)_A&@RB"[C/GT!AN`H]H''T5BX-RR1(*\/CG`P-0&VZD&0''HFR4R%8%(C":Y&G=XB9[G M+L`S[L3P48("R=T/46!&504@$D38$)>I@`6\Z]YDC\8]T+F+%]"#M??]%XMT M#9`%@T$B08.&,$+^Q*`/2ZH!`C?T#9&9!O#@M,*C39J&4-=PG[L`ZSE&R(Q& M(D%*CLV!3!G0N(B>:QQHCX\&L4CW$Z'8L"N1(.DGPH@0(S2I!HB(2R:[Y'&F M`8@'J?G3\(C$QEVKR'2?"Y``2' ML;D+CQ7TJ\QHQ`;%9$`IV9B-9.J(E@XD.HH2C_M1[=$S3R?-\LP=4-)4ST/3 MIDI/M?D%BO"L8V@(1$)W:ITZ>]%:GF9:8C`)G_RY"M3)4130$=W@&)D^(%G`%)Q78;C20+B:'ZR:`#DA4$X)4V* MD-=S>7NM:7ND*:TJ;A7L(J[>"'KU."H_"Q+Q6=!?[,<)N)6?\R/]GK?'LN%6 M10^PU%V&P*Z5]WKYT+%S?U7/9,0:L8HQLIVG__:YQH`&V+LU#@J^/C\^Y]^:ROGT6E??$E.:R3E#H!\AC M-949KXL$_?QQ?[5$GC:DSD@E:Y:@%Z;1[>;CA_51JD==,F8\8*AU@DICFA7& MFI9,$.W+AM6PDTLEB(&E*K!N%"-9>TA4.`J"&`O":^085NH2#IGGG+)4TH-@ MM7$DBE7$@'Y=\D9W;()>0B>(>CPT5U2*!BCVO.+FI25%GJ"KAZ*6BNPK\/T< MS@GMN-O%A%YPJJ26N?&!#CNA4\\W^`8#TV:=<7!@T^XIEB?H+ERE,<*;=9N? M7YP=]=FSITMY_*1X]H77#)(-9;(%V$OY:*$/F0W!83PY?=\6X)OR,I:30V6^ MR^-GQHO20+478,CZ6F4O*=,4$@HT?K2P3%16(`"^/<%M9T!"R'/[>^29*1,T MB_W%=3`+`>[MF3;WW%(BCQZTD>*W`X4G*D<2G4CFH/ZT'_G1H M-9@20S9K)8\>-`W6)4'0[>!"0WF>-E$4 MQFO\!$FE)]!V"@J'B%V'L!FTO.E9`(/@7C7DXESUW^O0B;-@*ZYCW;H`<+^J M'0F9(F;!$)).(YQI"Z/E.),.-.\=[<:!]"PPT`(EOCQQ M%IP@,/J:IRB\[DVV)=HZ4!C&;=D#?RQV-P',A@SI&X"!=OBK7*[=@B?:E\.; MMP[TJCV^+CIB5T-'*CW,=S=O;D+8]-> MT)_USPKL5+NIZ(:&8*I@.U95VJ/R8"=>!&7OH_TPOHML;X[B6QC2[4C#_08, MR884["M1!:^U5[$<*`/_&O*HW)AU"R.;=E3MI8'QV#Z6\#9D,","'\"YE*9; MP,6X?[]N_@```/__`P!02P,$%``&``@````A`+6@?U?I!```7Q,``!H```!X M;"]W;W)K'(\9SP#7G]Y*W+K M551U)LN-S6:N;8DRE8>L/&WLO_Y\?HILJVZ2\I#DLA0;^UW4]I?MSS^M;[)Z MJ<]"-!9$*.N-?6Z:R\IQZO0LBJ2>R8LHP7.459$T\+4Z.?6E$LFA753DCN>Z M@5,D66ECA%4U)88\'K-4<)E>"U$V&*02>=(`__J<7>I[M"*=$JY(JI?KY2F5 MQ05"[+,\:][;H+95I*MOIU)6R3Z'?;^Q19+>8[=?!N&++*UD+8_-#,(Y2'2X MYZ6S="#2=GW(8`=[;I-T-^9N-7DLU6?Y>V7*CO\EI4" ML@TZ*07V4KXHZ+>#,L%B9[#ZN57@]\HZB&-RS9L_Y.U7D9W.#Q[,_-"=,X!;>U$WSYD* M:5OIM6YD\0^"F"+U".)U01;`OO-[,R_RF1^,1W&04;M!GC3)=EW)FP55`[]9 M7Q)5@VP%D>\[0QZ/O?[75H&>"O)516ECP2YJT.=UZWENL'9>(:EI!]HA",[$ M`\1T1'Q'J&VKN)P8'"#\8`VY,%G/0=4?ZW$GJ189)),4ZIP^UE>!!_DQ]450T.K+ MW$78"]368FSX/4-_3OT+%O5NC;>:I4:C&M=7+3+Y,^.\[A!$J+(,+)-'!BT#@QZ(,T41\+W*+-#`U.<(="B8-HZ1DG6/.S:'""=;]/ M*D2GKMH]T7B$.@X'O?DPHWGL&*)()@<63BTZ(=7*":%I387A`!CIT!V*$L-U MO853C$Y,=6]";"13V.OU3`U%1A2*[`5SXYC'C/H7?K30BX!W_D7;!T*_KQ&= MN>KFTYEC[]>9LSXT#CN&J#YQ\<#"J44GI)HW(3118VSYD!(Z^8S.MU//B'#6 M*3'3PBE&)Z8Z."$VHC'V>SU30XWO4T$]HBTC8]+%C+JCI=$HN>8.@UX&G;?J MY]-Y8_?7>;-^!G0*(XHFTK1P1BPZ(=6^":&)"F/3'U.8C`:<=LRT<&K1B:D> M3HB-*(P=7\_44.'[7$"%C4,:,^J./.,1G6ONT.V;J<;;^U\CID6;(X89Q'8= MBB@\L'!JT0D9@V.:PAZ.AA&%.Q0E9HX43C$Z,5!KNL*>0IN9&BCQ\)%?TS;`N7:^GZQSEOU^LF5Z2FTR9OU[SQXACL4322NZRV<8G1" MQMB8J#`.AC&%!^/#,RV<6G1BQOCX^`RK%_5!IH8*(^K^QA08W3#NHG3^<&YD M6EV%J%]!/_.CO@*0.MYSX#5`(:J3B$6>UU8JK^H.@\$`?UCQ?F4']ROM983S M<,#UQB4YB>])=&ULE%A=;ZLX$'U?:?\# MXKV`^3`0);DJH.Y>::^T6NW',R%.@@HX`MJT_W['#`';=+LT#VTPA\,YX_&, MG>VWM[HR7EG;E;S9F<1R3(,U!3^6S7EG_O7GTT-D&EV?-\>\X@W;F>^L,[_M M?_YI>^/M`H>EVYJ7OKQO;[HH+J_/.XE?6P)T3;^N\A\OV;'?7EN7' MX:&ZLEW'H7:=EXV)#)MV#0<_G;[N>%M?JC`]QOQ\^+./5PLZ.NR:'G'3[T% M=#8*77J.[=@&IOWV6((#$7:C9:>=^4@V&8E,>[\=`O1WR6Z=]-WH+OSV2UL> M?RL;!M&&>1(S<.#\64"_'\40/&POGGX:9N#WUCBR4_Y2]7_PVZ^L/%]ZF.X` M'`ECF^-[QKH"(@HTEAL(IH)7(`#^&G4I4@,BDK\-_V_EL;_L3(]:0>AX!.#& M@77]4RDH3:-XZ7I>_X,@,E(AB3N2^*!^O.]:;A20@/X_BXV*!H-9WN?[;M_606/@N11L.Q,2'=XO(/Y>=V[KN-O[5<( M:C&"DB6(J(CTCA`1%+R9-&"#X$DUQ$)6_?$\W,4)L!!W9TUP`+AGM9J0)<)S M5$BVA$3!!%'$>E\1*\"0'I(VR)&9>`A+@B!_F6!T MBA-HH9-)U((@.DPZI<0+7160JH"`DE`%9#+`CTGDQ!-`T0YIN5Z[`"^T:V]. M$(3:/<UF:(\F8HP[@E#[@^OY/M5F M)E41`*-?"FB`(E8=NX!/-6BH#/EH1F0I05H2B/5:U MB]KL0>_ZW(-X2"\@5$]\!$D%1!_(I`%%$P$!ZP,ZH/6(+DK(B(J'&D)B*]:3 M004$5JR%/%,!+O36*9U4]:*AK$X'@NU'*X`S-2[$$87J7=@%+M0CS0CPK%C/ M986!1#)`52]ZSGKUV*$T]?,"']4C:HH]U0`I40">-:\SK"'J?=XT9?IRR52`LEQ4Z:)[2=+7%1BQ\5U622W8R8A""R%Q M0KDU#IF3*A`:4NC`<_<#<,T-4+Z*725X^+Y($.Q\DA+2UH5H* M)"-**I.+D4P>406)#K5>$/8S.2]@!STOI7&QRETO<&//][RIT(U!52".&Y-P ML6)EB.\0GP2S<]6#Z%3K/6!?DST0-]2R-X%SFDB?,3$ M]3$Q9)8@C!4(>L#3'!YV:M:>6P.361"%5NU5W*VVEU6HOSPZ88!4PLIVF_?L=,\3ADC39OH0`9\Z<,V,/ M7MZ\%KGSPJ3BHHQX;4^[-ZO.G MY4[(9Y4QIAU@*%7D9EI7"]]7<<8*JCQ1L1+>I$(65,.MW/BJDHPF=5"1^V$0 M3/V"\M)%AH6\A$.D*8_9O8BW!2LUDDB64PWZ5<8KM6A0\]S?^X# MTVJ9<'!@RNY(ED;N+5GP*.C+%%\G;/5`P5!1HO MG!BF6.0@`'Z=@INE`16AK_5UQQ.=1>YHZDUFP8@`W%DSI1^XH72=>*NT*/XB MB#142!(V)'!M2,C4&X>3V?4%+#XJJ@W>4TU72REV#JP:R*DJ:M8@60#SWAGJ ML%Y/606/AN36L$0N+'=PH:`_+ZN0S(.E_P)%C1O0'8+@UX*(1?@@QVH"'6U- MQZN\3VW`)K6INM%RAP_::<+C:4;=-,;Z^&13]^E,$+2O90*<'GR@!`2-ZS75 M-C8>9AS!8GS?H`F*7'!ERP89#Y8P(X((;`)3_,`+KH][!G_MTAK/YQ68H(&" MD4V`"A!T4$`F%M!I[O0C"DS00,'8)D`%",(*S$9D,C^A8/81!29HH."0`!4@ M:(X;8.R%CMN?--,$$#`5.;``4@"!9#>ZW,+*BC8MY5\?XB-.!N M=C(+^AL<0<-E3V"-]PV?WVEUU-FMUJ".)#7CIE7E]_T1'$Z]77;81%C>!M6K M[XDN$S.(6@(NFR]U5+?2(7SM;0L;(YO M\YH3!N5@MA$S@O[?+@ZN,_.TYCZ:M#?/SC@\.L@&3494I\EA<*K$'QIGT+;^ M=H(F]V=Z@^H).30$>XV'%ORF%TQNV!>6Y\J)Q=8<2`C,(OO4'I9NP[I]]@6< M52JZ84]4;GBIG)RE$!IX,ZB$Q-,.WFA1U2>&M=!P2JG_9G`J9?#9#3P`IT+H M_8TY3]ES[NH?````__\#`%!+`P04``8`"````"$`%.'Q7AH$``!4#0``&@`` M`'AL+W=O&ULE%==C^(V%'VOU/\0Y1T2.]\( M6&V(IEVIE:JJNWT.P4`T28SB,,S\^U[[AF";F5GZ`L3W^.3<9JGKB*'L=F7#.[9RWYAPOZQ__65YX?VS M.#(V.,#0B95['(;3PO-$=61M*>;\Q#J(['G?E@,\]@=/G'I6[M2DMO&H[\=> M6]:=BPR+_A$.OM_7%2MX=6Y9-R!)SYIR`/WB6)_$E:VM'J%KR_[Y?)I5O#T! MQ;9NZN%-D;I.6RV^'3K>E]L&\GXE85E=N=7#'7U;5ST7?#_,@27W_IZ]T?=,7`;ZB0K ML.7\64*_[>003/;N9C^I"OS5.SNV+\_-\#>__,[JPW&`0D4QLL7LKF*C` M4:"9TT@R5;P!`?#IM+5L#7"D?%7?EWHW'%=N$,^CQ`\(P)TM$\-3+2E=ISJ+ M@;?_(HB,5$A"1Y(0U(]Q.J=I1*+XYRP>*E()%N50KI<]OSC0-?!.<2IE#Y(% M,%\S0QU3KA^E"CE*DJ^217%!%@+J\[*F)$V6W@N86HV@'$&P)B80,1&;*T(Z M*'D+;<`#P9-J\,)6'4!5WZ_'5:2<9(G,3`'Y.Q`3L;E'!+X)*>XA:31!C#0" M,XW/Y4LP-(YF'R7^C5@9EB-(+04UL+$'"FW`T`+%URW]7(L$KUQ(="IE2&PI MB$E4-Z2^[Z>3!ZA,CT=A0JWYA1XG?I;2:;ZA&Q:0KELV\,];04XR]1-*[69` M4*@2L&(;/9;X5K30H[?N,&3'INS/[99@L_2$VFV7(T@KO3U0:`.&EL34\IB% MR\ MM1>N)`2-TB,26*EM]'B8)3==:GJAAV<)]/?[W9O]']T2?*<[F(A1-X*P:\/8 M#&[TH*WX_9C1*`3V6-WFQSI%S;K3'9K2\A$U&D[B.+0='Q&86DRLW`HC/$NC M6T'-'.29\G"K$#R!])T.>L7:JO(1A=H)B>BMVKC7&8`9R>R%4A@`"J^8W#'% MR[/E'DB/2\?C2Y<.QEJO MSN'2*I[:WL#X<>*GL<4C+[\WGB".DTQ[%18`+[=X]VM9?V`; MUC3"J?A97EP);-'3*%ZJ MBO%AX"=UT=KR`6ZSZN<1_KTPN-+Y/?T?6O\'``#__P,`4$L# M!!0`!@`(````(0`Q"C6-H@,``#$+```:````>&PO=V]R:W-H965TIOL%2.KX<.J47:[5E]>N]5X(%Y3U:Q_-0]\C?\8[+.&1'P(Q<((;O:AK@R@,LZ##M/<-PY)_A(/M][0F%:M/'>FE(>&D MQ1+TBR,=Q)6MJS]"UV'^?!IF->L&H-C1ELHW3>I[7;W\=N@9Q[L6\GY%":ZO MW/KACKZC-6>"[>4U M'V?S-`]C!'!O1X1\HHK2]^J3D*S[SX!T1B-)="%)0/TE'LVC(D5I]G.6P"C2 M"598XLV*L[,'NP;^4PQ8[4&T!.9K9D;'F.N/4H4<%EQ%JD6.R(4M M8/L.Q$:4]X@XM"'5/:1(1XB51FRG\5B^`L/&F=H')H_$VK"M`25Z#RH'2_=% M-7EA:8'B3RU]K$6!USXD>BME6+A:#"C7VP&%"4T/D-QDMOQ:AK/4#1& M+=EP?CXN6X$=V6CA[@$#RK3L65:$MS_6%I=6/(F16WX33_3Z6\P2G7U&M`+; MHJ'LMPUEZFY`1G2<(>?HE=/P+,U2UVH3-YI_:'7^&=4*;*M&412/-32J#WKM+:?-PFUZ$ZW8^?6@"Y;)"JRS$FLG`*BQ,V[ M,F$W;TO\PA;_^#@JL"TZ<@W;&HS1'$5YXA[7T@*$V<(%5%,`"N,PONTB2SJ" M3CPU_K%VC;;%HP@Y-\/V@KI87B2I9<^Z8+1B$J0D=9Z2#R/'4:J1IM5'VOG33.DAN'<=Y,+N9B[P@_D)*T MK?!J=E)3"8)>-+XU$]-634QZYAD#,+`,^$"^8WZ@O?!:LH>EX3R'?L;-R&,> M)!OT+;IC$D85_?,(HRF!VR:<`WC/F+P^J*%J''8W_P,``/__`P!02P,$%``& M``@````A`.#':TPP!0``'A,``!H```!X;"]W;W)K[JA2Y+)]KT?28 MI!7'H@?^W:$Z=9=L=7E/NKIHGYY/7TI9GR#%8W6L^KVVOY1-0+4AGE2,_`HY9."?M^J6S#8F8U^&&;@ MS];:BEWQ?.S_DN??1;4_]##=`52D"EMNWW+1E:`HI%GP0&4JY1$(P*]55ZHU M0)'B=?A[KK;]86U[X2*(7(\!W'H47?]0J92V53YWO:S_0Q`;4V$2/B;Q@?T8 MYPL>!RP(/\[B(*.AP+SHB\VJE6<+N@:>V9T*U8-L"9DOE2&/:ZWOE0HUJB3? M5)8A%U31P?R\;#B+V"U#85>I]+S#"8(B89F"%V?1C,]&OB< M1G,]J@4)7U@X]_-58,J7N7%,GYHB*!P8QYR'-)SI8HQS4V0].HTD;"/*5FT.'R\S-8BR#D*S.1"#4G,O MB2:UAC;.]+CG1>9P$>NJWT=^&$79,^Z:W3ZBQ@GP>#+IAP50@)M,C8'ZCW%S MO=`"E.OF(P:?ZAM%923*75-T$F;:4J"DE>O<3QH]2B<- MAFV(F3)$C6I'W)M3)PC.8ZVA1\%U1,1]?YH1RE_YTOW\T<7@]VI`T"V&'K*$(/Z<\\TIXS$O=Z14O3Z8/LLP)TXS/(9>Q&,"=!QB8[)KW.#.(S,=ZAL>.C:1D`0 MA;[13^H@0ST'`;X;)5/]J#T>4^!7?"W:O$LP;D&X'3B5.S%CZ+=5TUG'<4.AKJ+"#;U%L\W\**7I^&3^5'V<"XQ_'N` M&PO=V]R:W-H965T&ULE)==CZLV$(;O M*_4_(.X3,"&?2G*T@+8]4BM5;<_I-2$F00LXQ>QF]]]W!F-CF],5N4G"Y/7K MAQE[P/LO[U7IO-&&%ZP^N&3NNPZM,W8NZLO!_?;W\VSC.KQ-ZW-:LIH>W`_* MW2_'GW_:WUGSPJ^4M@XXU/S@7MOVMO,\GEUIE?(YN]$:_LE94Z4M7#87C]\: MFIZ[057I!;Z_\JJTJ%WAL&NF>+`\+S*:L.RUHG4K3!I:IBWP\VMQX]*MRJ;8 M56GS\GJ;9:RZ@<6I*(OVHS-UG2K;?;W4K$E/)=SW.PG33'IW%R/[JL@:QEG> MSL'.$Z#C>]YZ6P^`:7<:FA_<)[)+R,;UCOLN0=\+>N?:;X=?V?V7 MICC_5M04L@UU:M/37[2D64O/4#G7P8J<&'O!H5\AY,,DO!/@)/Q?.#[WILLY\%F29:K!UP6O0M\]RXD>-PE[%W@6[J$DUT\D9TN\4G:IL=] MP^X.+'NX?WY+<1.1'3C++(N(4.Q2;:UR(1BV3&%\"0:EDY7W%C\/Q0WT0(&U_H1+A2;7,3>HD(2 M=F"!3VPN^;?*EQ8PN/"QK;64S]<8BBTNJS%$0J(O,F)O62E1;%K`8-L^PH9B MB\WJ!)&0&&QVWJ1$L6D!@XU`9YB>N$YMT=E]HM<8>-86CI5&\>D1$Q`[\N3* M$M&_]?9!K.X0]1JQYDBX"L/`RG"L)`.?,.YVB,F'?7DZG^CB!I_=18C0(%]^ MG,U(,%O`ZLSQ`3-CI1D`Y:A1B;%_:X#3 M7DZ(Z/H&J-52HEXS/,+B/K+JGBWK<$E\LK16<**/,C.)S5P#_?R!`@>9T5H< MM1WM\2`>NOVH`1D/1.BS[I#)R@_7V\TJ'/(M$,511KQ15[2YT)B6)7=K6%F-./>(BY;=NO?U$VOA MO-+]O,*AEL*[LC\'<&PO=V]R:W-H965TEK=/;6,]8L8)[5:V[WBVA;N"EJ3;K>P_O^]O$MOB`G4E:FB'5_8S MYO;M^O.GY8&R!UYC+"Q@Z/C*KH7H%Z[+BQJWB#NTQQU$*LI:)."1[5S>,XQ* ME=0V;N!YD=LBTMF:8<'>PT&KBA0XI\6^Q9W0)`PW2(!^7I.>G]C:XCUT+6(/ M^_ZFH&T/%%O2$/&L2&VK+1;?=AUE:-M`W4_^#!4G;O5P0=^2@E%.*^$`G:N% M7M:0;)[D7VO!O"3626NT+X1O^CA*R:[6L"TYU"0K&M1/N>8 M%]!0H'&"N60J:`,"X-5JB70&-`0]J?<#*46]LL/(F<=>Z`/9G&U(E5@C@1:+QD]6&`:^$[>(VE! M?P',I\JTCJ'6UTJ%&B7)G6117%`%A_$\KOTX\9?N(S2U.((V&@0_B3-HBLA. M"-E!R9N/#EP0/*B&7IBJ0YCJR_,XB91)4Y%!.A6P>0$R1627B-";0O)+2#(? M(),RPFD9U^5+,!AGU+YP%@Z\JE\;C9DIW\@&9N9!/CJ82('9CSMZ78H$KVRH ML6AIWK=M()-,\?%4 MW$9C(NWD,$B#:3R;Q+W4<'JNPS.5_HKTZ"/299(IW>CK1F.T])L@B2+#(]D8 M$,P"(YSK\%7M\4>TRZ2I]IEW[HVVK\9H[7%B.B+385.:OBE>CDW<(I?QZ*J[ M;G$)-N4:8]YHS-'BAD/&L=@S[AG859)=9YZ;H-7J+:0OZ1:S'X0@.73HQW^@=B.=-QJ<`6IGA.#,9E>7_I!T%[=B%LJ M8.VHCS7\R\!P=7@.@"M*Q>E!+LCA?\OZ/P```/__`P!02P,$%``&``@````A M`.]XLU&W`P``B@L``!D```!X;"]W;W)K&ULE%9= MCYLX%'U?:?\#XKT!VWQ&2:H"FMU*6ZE:;=MG`DZ"!C#"SF3FW^\U3AC;FI:#_M^Y'5ET[N*83G>P\%VNZ:B!:N.'>V%(AEI6PK0SP_-P"]L M774/75>.C\?A4\6Z`2BV3=N(EXG4=;IJ^77?L['$' M=OIK;.I_FIY"M"%/,@-;QAXE]&LM3;#9N]K],&7@^^C4=%<>6_$O._U-F_U! M0+I#\$@ZMJQ?"LHKB"C0+'`HF2K6@@#X=;I&E@9$I'R>_D]-+0YKET2+,/8) M`KBSI5P\-)+2=:HC%ZS[I4#H3*5(\)DD`/7G=;S`28C"Z&,63RF:'"Q*46Y6 M(SLY4#7P33Z4L@;1$I@OGBD=LZ_ON0H^2I(ODF7B`B\XY.=I@^(X6GE/$-3J M#,H4"'KB%60B\@M"1E#R%IK!`\&S:HB%K9I`5M_.QT6DW&2*Q*DI('L#8B+R M:P3Q34AQ#4G"&6*X04PW;LN78"@7<>B_(SK^'=$2;(NVJB)3F'/4HX`@0BR_ MK&L4R.8I-P]2\`)/04.[IMW+<-SUW6KJ# MK?XBAN(>U2RE7@0;INMYRP3,0-/C`69>"M>8OP#PCC%Q>9'3VCQ%;_X'``#_ M_P,`4$L#!!0`!@`(````(0`UF_!*VPP``*,_```9````>&PO=V]R:W-H965T MC M)$;'46"[.SW_?HHB2R6R3,7NV9?)].MO6C[NWY[OA?_Z(?IL/!\?3YNUQ\UJ_57?#/ZOC\/?[?_[C]J,^?#N^ M5-5I`!;>CG?#E]/I?3D:';71\/U2;QT9I M_SIRQ^/I:+_9O0VEA>7A$AOUT]-N6P7U]ON^>CM)(X?J=7."]A]?=N]'M+;? M7F)NOSE\^_[^V[;>OX.)K[O7W>G/QNAPL-\ND^>W^K#Y^@K]_NGXFRW:;O[! MS.]WVT-]K)].-V!N)!O*^[P8+49@Z?[V<0<]$&$?'*JGN^$79UEZD^'H_K8) MT']WU<>Q\_^#XTO]L3[L'O/=6P71AG$2(_"UKK\)T>11(%`>,>VH&8%_'0:/ MU=/F^^OIW_5'7.V>7TXPW!/HD>C8\O'/H#IN(:)@YL9MFK&M7Z$!\-_!?B=2 M`R*R^=G\_=@]GE[NAM#:P=?J>(IVPM1PL/U^/-7[_\D?'=&85ME5RO`7E:UY/J&3)4-*`UEXQ<:LE!& MX.\O-\2!+)"#0H']A:8X&%GQ/ZHQDYN9,UYX5T36@7&1C?F5`1K)=&NR-]B< M-O>WA_IC`%,")-;Q?2,F&&RFQK,]F6R)"$PLH78>9N"",&N7J$ZOMQ M[[AC[W;T`TIFJX0>S@CI$BN4$,DM[`8F"$T0F6!M@M@$B0E2$V0FR$U0F*#L M@!'$M@TPI,[_(\#"C`@P1N8!`47<-8*)$J@2F"`T062"M0EB$R0F2$V0F2`W M06&"L@.T8$(!:<$\/[MB4@IIF$?UI/3U*#U((6?:1G;%2,!(R$C$R)J1F)&$ MD921C)&ZE4KU68D(R$C$2-K M1F)&$D921C)&$HRD5LEL9JL M&`D8"1F)&%DS$C.2,)(RDC&2,U(P4G:)%CLH4BUV_0$3TGK`%.D$C)&`D9"1 MB)$U(S$C"2,I(QDC.2,%(V67:`$3AR^^^6F2[?2RVWY[J.76^TP@/=CDR*V/ M,*+'41+7I26E)53:T[%>V(&4\6$?T9:_ZQIK>M@*8?5'C*P9B1E)&$D9R1C) M&2D8*261G=>"#?/:WP^V,*('6Y)NL%M"@63!EC*^VVQ5W;%C[`K"]O M3;21D,B%F:\-L6=D[MWIG8_#&2'7-7:`H3+E+YK):SHVYJX(78&QMCVF MJS4*];4G/B?$VI/H[9GXQMR3HI6^]F0HU->>_)P0:T^AM\=L3HE&+,W1DT.< MHJY(#G7HZI:I1%ZW7\YX/C?+5(JY_67:"F&JA^)*"19$3VQ'?MS/63`B%.A. M$SP96L/VC(F5)6@B>D_0N/3N.I[1K10%^KQG9-CN/25]/#<*H40! MBW=]I,6Q[HJ15J=`"L:#N#V#H="F@9EK1&2EI,1\9"W.`(5H!QDJY,/FO]5S MS5DF(D62XJ.MVM[7A!@MT6$@P2;(>8?M35-4L116LUO.4*C/>8Y"U/\"G??V MOR3%L_W71QS20AMQ<=1T)S>`/UF,A:*QXY%(J_+)E*T!4NJ3(F^%,-%#\1R! MBMSU%C,CTR.4`,$V._BXMY;M0K&RI%6YYM[S9N:*E%[B/B/+=O=&;=X*2KUN<]0J,]]3D+H MOM#=^PM_:NPF2E2RN-<'6YS\NX-]<8FK*X/N]"Z15N*S.2MQ*?5)B;="V.]0 M7+!2B7L39-)PN]PE(4Z/.>D>&^`F=] M+]#XK$GYQ<+8[Y;XN\6Y/N+B^N&71ES>6X`OC,J#HZXRNOMZ.&&Q%5UI]J5Z MH&S!LH_F0X6PTCUW8:1ZA$J65%=C?H'[&"V1^\1P/UX8LVJ*.GW>,Q3JZWR. M0MWE7+:Z?SM3DN+9C-)'7EQHF"/OP'-6D3877^8Y\EI$2P.)M,(WL[YKX3-"Y]NV-6]*IM?O>[&JA'7]V\*>?1\=47(WK$`A194UAQ%B,CZFI#= M>HQ"9#WA*$5$UC-"=NLY"I'U@J,246-=CSK4_-\O.%=8,09#(?F:3//@!J5H M_@HX"A7"&77F>JR@4*MO4ENC$'F+.4H,;ZX[-_DW(;CU& M(;*><)0B(NL9(;OU'(7(>L%1B>A,Q8AKENX2]4G4Y:U,=RURU45-=U:$+8DQ MF9;-[;7+K%=_D-CD+:R*#3IFF)7>RDIVAUF2JC3MYSTT&%Q MD<.2%,\ZU(?1O%6Y>!CY_8I[YGYEP@:QO5[!7@5*KWO$4DA5H>N9-W(1ZEA2 M59ZP4(CJ(N8HT7UY,_-)7(HZ?;XR%")?.4>%[@LN!,TC,^I8?.EC)T[D5ZQ* M\@"OK4KJ\J)["(3",S8H*W%`,0N/H5!)J2<:4]^+R=R8'E+4 MZ?.5H1`9SA%U;BH4^N2F@A0IDIVDU`M.G*N[XW;Q9"D/Y%KIJ3.Z47IL#*48 M9!?F8^`J33IEA0KUIVA$BF>[JL:1.8Q)#]N07.0P)46[PTP)=7J8H1\D;KT%^X]E8G]I[#P5ZAZ&"=$@=B:$IDH"%*(#94CK!CE(Y%/<]VJ M\:5O^3D*%<)W*2:3N7&NCE#",CW(J8];CCE*T)3<>DPG_'$Z2O0YR[CEG*," M3:GG.\Z4O12#$A9G>KU<=XT!\61#))%6+RVRYUR@3'4OCSB*$%%&KPG9K<L%1B>A,O9R[Z+B^7OBMAR>1MMS`[MU\LJG$NMM` M0M1O]@92J*347#V?SLRGBQ':L4S6JJQ4RVEAB%&ON_EA_A/=_V0V]JU7U^GH<;.OOXAM?>/'L_K;%\@/D!W\)GPY! M\TP^6<+7,&?X=`E?>G`>S)?PUOT9OEC"6^N;Y8PEOAG,-;V$OQ M+C/_!3ZA_M(P*?53568W%W"AWSJKK$_Y#.&@_K[__"P``__\#`%!+`P04``8`"````"$`5]%U\80*``!(,@`` M&0```'AL+W=O-.\U7OXY+DY M[%8G^/7P,CJ^'>K54]MHMQVYX_%TM%MM]D.IL#A\1*-Y?MZLZZ!9?]W5^Y,4 M.=3;U0G&?WS=O!U1;;?^B-QN=?CR]>VW=;-[`XG/F^WF]+,5'0YVZT7ZLF\. MJ\];F/3S<@-Y(#Y7.>C^8C4'JX>]K`#(3;!X?Z M^7[XR5E4[FPX>KAK'?37IOY^-/X_.+XVW^/#YJG8[&OP-JR36('/3?-%F*9/ M`D'C$6L=M2OPG\/@J7Y>?=V>_MM\3^K-R^L)EGL",Q(36SS]#.KC&CP*,C?N M1"BMFRT,`/X=[#8B-,`CJQ_W0Q# M]=?CJ=G]3QHY2DJ*>$K$[T23Z@4R5!OQ4&C"O M#T[B5K6%S%!M?V$2PB\#,CF\KL2C9QX1:(^[ MQ)EH@4T""D(*(@IB"A(*4@HR"G(*"@I*"BH#6,Z$O+&<>7Y#QJ`4UK#U&D'I M^\1)C]+&F7:.73(2,!(R$C$2,Y(PDC*2,9(S4C!2,E*9Q'(AY/@5+A36L#7` M-GXIL9452?];$H^=51>0C(2,1(S$C"2,I(QDC.2,%(R4C%0FL1P+1^P5CA76 MK6/1&8^*P"%GNGI&G-A98;N`D9"1B)&8D821E)&,D9R1@I&2DM5-VQX]N+$7:?=W[N5)'$'>GO)^ET1$4,_7AV/VGW.:IFG2J2O"/] M_12=CNJ'Q$W9?8ZJ5:<*Q%HG<4&R%NI,],/%"\._-;>71"%S333JGT2@C'PH M78P4("X+M17.)>(HYBCA*.4HXRCGJ."HY*A2Z$PRB`OE-4Z6EPLHPW#.CZT" M/&&`@[%S%ERYYG:`+=$,]L#.C&6#-D+YD*.(HUBC?O5$&Z%ZRE'&4:Y1OWJA MC5"]Y*BRD!WNXJIA'@+OA+N\F5@K(1$\C]+#=)P9V=^7XM&!V+O,#9ZOQ!DC MUR7WZ%!)^9##W:)"CXZ]]A'V")J=F>L3JQBM+HTK.6?$QI7VC(ML1AF*71Q7 MCE:7QE6<,V+C*I65-Y8/)KRY0ZKJ"G7,(1F+8T>,N%J9$6/4J!\O&\0C('*4 M*>29,X9E)1O@4IFYEU-:RH,1ID6(\F8[D"='7X1FYL9R)FHZ?1U;AL/:TBC1 M(\5!I*@NZB=X1N1-9R[9LC(T,0=`I7,MW=]_H8VP_Q+%B1,F=NI4:&:.P72" M'1#B2F@&Q#M;B+I!ZJ5Y%`_>(!@\_7AGJ5'_!`,TFANKK*0TBM!*J\<:]:LG M:*2E4HXR1%H]UZA?O4`CK5YR5"%JU6VOP]I87O^U-!0JI'Q12#[8;R^.XMF_ MW+LQD`*.0H7HMDQV[PA;FGN-&5MM[L1HI6]C"4=I3Y?DR4N&+2]VF:.5[K+@ MJ.SIDNVHRF5]7=IK*>ZT5V20O`);A[!$5@9UJ#\*`WCPUV:>CL*0HPB1CO%8 MHW[U!(VT>LI1ADBKYQKUJQ=HI-5+CBI$9S((-L%KO"[,2:I(1(K0&=G1E^+Q M(;0T#J.`HY"CB*.8HX2CE*.,HYRC@J.2H\I"=B2+^Z\9R6)76JP+5L"_UEG/I@J.2].;!5Z2DMPI;]?1FKZ&X&],U]&;BJ][W M%E'>JJU%E(@4=7-2A2\=:6:E"$.ALO(@G[J*WG'F9+(1FL%X.[,S)PS33_@H M4M0B79+8R=#L8IZ%.XN5,I8$Y]* M-(5UZF(60IL43TO5TLP3CD*%/'G+\'V'9@@:F+'#MCHNG'"4HA2)5EJ"H9G9 M(\O)G.L7')6HA9>HVS'IK4(+LS=C?O;:P9YXS=H)<[)V$DW-BZOKLG10#63HV MEP(;ZE&4"JGI^=Z4G@05-C)[,^9G+]T_\BC"Y8\B%*+92`L[969E8_=@H"L] ME)5]:L$;;?:=.T(S,V:9FV/>9<)1BEHR0^:3"=D`,C0P.S.\W$91SH4+CDJ4 MDGVY\PDY&RLTZ.G+7M'KGB6X_%F"0N9-2*/^E`G02-\F0HXB1/JN$FO4KYZ@ MD59/.LE1A8C?A$1E9VV!O_0LH54A.Z,0!F0\2T`KO2D$ M'(4*V5L3?(%$9]G3),N9[1P:X>2TUZH^_`(UT_(4<18AT=,<: M]:LG:*354XXR1%H]UZA?O4`CK5YR5"$ZDSM0^%A>_[7<$2HD=R3R]8UX"0>- ML++.FP[I.;)O`$+54!6$WF3JDXHI0@N([@ME1=<9QD>BAZ3;L?Y35%?GT6PZ M)4=IAA:7^L]U9]A_H=&%_DM45Q6C?SN])>59A28]`[`S3=S=S4RC:_Y'\P:+ M^=YU65R@Z*)+9)U>'=(S-+:`]J@.E)3?OM?=HI"C2"%#/=:H7SWA4BE'F9;" MUEZ^;*Z?'=W5Q]>ZF6]W1X'Z^:K>!$=OK!XN.NP?$O^T5_` MVVHP%LHG"W@!ZPR?+N#E(LZ#V0)>]#C#YPMX48+S9+Z`%QLX+^8+>!&!<_CB M?R&^/N>?P'O^G]K7:.@,X/W_]C"CW(6_"SBC\^@MX(7(,_H^Z,LMK5."]_C? M5B]UN3J\;/;'P;9^!O>.VY>"#O(O`>0O)Q7BGYL3O,'?1OLK_,5^:C<7C MON>F.>$OT/.H^QN0A[\!``#__P,`4$L#!!0`!@`(````(0"8&_",P0(``)@' M```9````>&PO=V]R:W-H965T]W!D()2=?T!>SC[OON/I^/U@ M&$F6?"UJI>FV@KJ?@CEE!^QVZ1$]KCDE,`&F]R@14X&1' MFNM7J\T?PO1FMD2G5_K,6V3=19+:X M%(1T";7UW5%+URNM]@AZ!BA-0UT'!@D`GR\(*G&^&^><8NAIR-7`(3RN@V!Q MO2*/(!WKG6X[)WB^.`T>!%@':J"[G-HY.VJGK2"SKF["T3SE<.%60[*749 MN\OW!J\+/.;M+1/>V?E:W3P?717O+A#>:\':3L)L4DNN"?^)591!3.S?E0KC[@W48P)O0W8BI?9YLVL%, MA@\P&!M:\.]4%Z(VJ.(Y0/IM,;H;K=W&J@92A_&H+(S$=EG"'Y##[?>=XKE2 M]K`!8C+\4]?_````__\#`%!+`P04``8`"````"$`=E-C=\,$``#.$```&0`` M`'AL+W=OU-0U(6VSR3SHK+8E[5V[;JY^?Q6%M8+ MK9N<55N;S.:V1:N,G?+JLK6__9U\6ME6TZ;5*2U81;?V.VWLS[M??]F\LOJY MN5+:6A"A:K;VM6UOH>,TV966:3-C-UK!FS.KR[2%Q_KB-+>:IJ?.J2P<=SX/ MG#+-*YM'".N/Q&#G, ME3<(\907>?O>!;6M,@N_7"I6IT\%Z'XCBS0;8GM_:>A`GQ;6>WZ0KT/:>OC?3;:J[L];&[STU68^X'CD'O"-^] MXZ-\#I?<5?"8MNEN4[-7"]H21#6W%)NA0"=H8'4HB$HRXD8D M$,(.!G(TD-A`$AE1J,,LD*D_IHS&T']+E;/>/KV5UF1Z^865J+^!Q`:2R(BB M`Z;EQW6@<:=CR!UQQ(&IX[&05@-?D<#B0TDD1&%,TQCF3-.:1^FR7^< MTAA%%=,C:U7,0A,CK(08`XD-))$110PTA2SF<2.ALT.@<:9V$E.!M(;"")C"B<(9O,F>\#LR4TV6/Z MZ*?2YPATW$#L8"!'`XD-))$1A2J!-5#F^IA@9ZTR'"")H@D=32@VH42!5)JX M-4EM()6TO>;9<\3XF6*"O@=;:+^Q\OT-UL:AFA'AD.L*Z#!"XSJC;[_'WF@! M[F(Q6@9+M:WBT6I(F(S1`5(EXLXE29R0`L$0'OA&4D2O\('T9K!\"#-3H#`: MF,>CWP`E"J2.#.YHDAAL/M>?_70ZDWXGE&5QR(6E0_#U`ZW4A\%1[BY351]= M-G)=;66+^U!PU, +#V%ZN5VJ7)D`T&4W"2LJFEP(U2*L5/FA2MM>6"0Y[" MVM..5`>\<("C^WA8)XPF"M`GQ&7@9>>1N7&6QNL49O/@Z\<%X!'B/D/#/6#@^80/P3L?L7``#__P,`4$L#!!0`!@`(````(0"G M=/QLS`<``)XB```9````>&PO=V]R:W-H965T9<<\W.ZZ/],R_[7Q]]_>WC/B]?RD*95#Q3.Y:)_J*J+-1R6VT-Z2LI!?DG/ M\&2?%Z>D@I_%R["\%&FRJPN=CD-]-)H,3TEV[E,%J[A'(]_OLVVZSK=OI_1< M49$B/285M+\\9)>2JYVV]\B=DN+U[?)EFY\N(/&<';/J9RW:[YVVEO=RSHOD M^0C]_J&9R99KUS^0_"G;%GF9[ZL!R`UI0W&?Y\/Y$)0>'W89]("XO5>D^T7_ M2;-B;=8?/C[4#OH[2]_+UO][Y2%_=XIL%V;G%+P-XT1&X#G/7XFIMR,("@]1 M:;L>@3^*WB[=)V_'ZL_\W4VSET,%PSV&'I&.6;N?Z[3<@D=!9J"/B=(V/T(# MX-_>*2.A`1Y)?BSZ.E2<[:K#HF],!N/IR-#`O/>+@&7=$OC+6C(;3+71W/B`QH1IP%^F`?VZLQ-3 M5A8R@Y7]1"?F3`3^?KH3&@1![0E-#,HGFJ+Q42'_^7QC8$QI8SXSN$,:;77P MKI,J>7PH\O<>S`@03^4E(?.+9FF@S,.6!ED3R%UQ#`%,5)Z(S*(/(P8A6D+R M?7_4M+'V,/P.&;-E1LLK1K+%BEN0]""Z:Q5L5&"KP%&!JP)/!;X*`A6$*HA4 M$+?`$'S;.!A"Y_]P,)$A#N:>67(@/*XKSN06O,A:!1L5V"IP5."JP%.!KX)` M!:$*(A7$+2`Y$Q)(2[VPXCUK+#&&DY#)$U M(AM$;$0<1%Q$/$1\1`)$0D0B1.(VD1Q&CEYX[U,'6W7(MJ_+G&ZXKSC2@#T. MW?D0$=F/E.BZ6%(:(E)[,I(3>TUM3-A&-.FOZ\H4NFF,>/;;B#B(N(AXB/B( M!(B$B$2(Q)30SDO.AGGMOSN;B,C.IJ3M[(8(1R)G4QM3KW>J^D@SY<'8-,\; M/S>JG#@-Z:[';73(CACJ469SKWG.5?U&E9.@(=WUA(T.JT>)FZAYSE7C1A6( M-$[DT",-U)7HAQ,I#__:7!X2AMIC(E!W)];,R(2M2RL%%)=MA!7OBXV1@Y&+ MD8>1CU&`48A1A%',T)5DT,AIH3WU_,+)]'`!VS#>YV6M`+<%L#`VSH(CEQ+( M*VX&#?2-&4*L[E%NTUJ9DC/0!T*$ M'IFD$*'(A!UK,_80(DJC5N1R@TRJ[95'[?]:&/$(W#!DC.K.FKHJ;/,RH-_4 MKPH[W.A6[:XPXK5[N?RT.BHFR(*%(GXIF< M*"ORMH!.Q#RTU@*)?J-E9\.LV$RLF;IZRV5SG8[IJ!Y[AQN)`Z`KT(WZ/:5^ MO#/PN>&@7?\@L,[Z_N(^!& M$84!15).-DCT3UTBUTS*K-\_U4.UPK"J&PA5N3:$TJVUKRU0*+35Q*2 M%F1;9<.<3`U3/6/:3,J`K+^Q/4)-<.]J@L?5Z=Y8'T_&^GRJ'`M];G2K"8&H MCP]]*)!H.O)"Q-79@4'7)C-3/:#$W*BC"7(PD,L%-1BTL;BPN3,UZ1T%U,P[ MM(07PV2D6\FS$DCT$:E)D*VD.(5.@)UJ[O,J*7N8>0+*:X>"-2M'F*I M""/RREQXAHX&?05.WR*>TN(E7:7'8]G;YF_D]3;L5_P'J:#Y MLN3Q7P```/__`P!02P,$%``&``@````A`)C)1/P1"```I20``!D```!X;"]W M;W)K&ULK)I;;^HX$,??5]KO@'@_D!L4HK:K<@FY M:[7:RW,*:8D*!"7IZ3G??L?Q);8GI:6[+Z7\&(_'?\\XL9/;WWX<#X/O>547 MY>EN:(Z,X2`_;%QO]_DQJT?E.3_!+T]E=[MM'Q M,+8,8SH^9L5I2#VXU6=\E$]/Q39?E=O78WYJJ),J/V0-Q%_OBW/-O1VWGW%W MS*J7U_.W;7D\@XO'XE`T/UNGP\%QZP;/I[+*'@\P[A^FDVVY[_8+[F]W!8R`R#ZH\J>[X8/IIN9\.+Z_;07ZN\C?:NG_ M0;TOWS95L8N+4PYJPSR1&7@LRQ=B&NP(@L9CU-IK9^#W:K#+G[+70_-'^>;G MQ?.^@>F>P(C(P-S=SU5>;T%1<#.R)L33MCQ``/!W<"Q(:H`BV8_V\ZW8-?N[ MH3T=36X,VP3SP6->-UY!7`X'V]>Z*8__4".3N:).+.8$/CLGUFQB3J97>+&9 M%T=X,4>SR<29SFX^'PI8MN.!3Q;*]<.9,A_PR8?S:2F@KMK^X9.U_<(@YLP) M?'YY$":D$IU9DE-L:C\]#)-/*?GGZP,Q^9R2?[X^%,@(.I0N-<#?Y>0\8FA^BQIZKX2@=HB7!^+F;@C3#-51 M0]U_OS=-Y^9V_!V*=^#@(=A#J(=!#K M(-%!*H$Q:"L$AHSY/P0F;HC`7)D%!YWBEB8FM^!-5CI8Z\#3P48'O@X"'80Z MB'00ZR#102H!14S(+L5 M(FM$/$0VB/B(!(B$B$2(Q(@DB*0R442$FPQ%1'HY&I%;GLNU3AJJ>E(RH?=F MY&*R1&2%R!H1#Y$-(CXB`2(A(A$B,2()(JE,%.V@2!7M+@M&K%7!&)$$0V2% MR!H1#Y$-(CXB`2(A(A$B,2()(JE,%,%@O5($DY*MV1?;ET5)[_5[A+3A'H?> M^1`GJHZ46%9W21&D*^VIH1;VBMHX=C+7X7>@L MO'*R0<07KM9Q(Q._<:RK[4.:`[(*42>C) M;-BB\M1NS56Y&9+U[M`%P9F1`[:U89;=9=E'Z.`(=&9[B;D M;2YV%G&KKK,8HT3MS!D9IIJ8*6_S7F?J1)*MRA43R78VX9JYLH2PK4 M?\"]T_Y-R['QA#-1+@40=;WQ`.(.70@@40.8S&Y,;:.234X`BI9;G6EHNR?D6*3@Y3_0Y6?49H0E8,RO;H,5M3[6R];@;N03TOC;< MJ"LWOT,7Y`_4[NT;0SMJ"[F;2]U'W*CK/N[0A>X3M7O+GFO9GW(W[W2O3CYD MR#633\RUFQ**U/HW;K2,7)('`1_7?X]1S_2S'FG]P>\S1SOM\%AO-EB*U1TG M@.B-UY_?%R4*(.#>60".8^BGK2$WN11`U/7&`X@[U`6.`DBX=[8"32S'TA1( MNKE'76\\ M@+BO'0H@85:714C[?$DQJ*E`-NI7I`+=UT,///*%R;;ZVNVS=BE8,K,/+KK, M?7Y4O,#WWSLBMSQMV/05J3_;(T&X<0][F8F<1M^H\QQ@E M:F?:L%+>X+V>U"DD^_PKII`>"RA32)%:S>9$BVH)3^P_<>%DON0"0(F\9JXN M)[+'K#ZH9A$53TF_+U`40\"]BVJ>Z/G7AR!GSU/G?A^`QS?^["`1CF\=R%(RS,5Z;ADG,7 M_`N\1/+0'J[J(R`OE_38+RP7'BAB/PO;A<=DF#\X[@.(#S^,10_PDL@Y>\Z3 MK'HN3O7@D#^!O$;[7**BKYG0+TUY!MGA:7S9P.LA[;][>!THA\>ZX=<(+5@)'M=+K??E;95;:K?D-`FKYHR.=5JU;]M>J(G_[X M=3P,?B9YD6:GYZ$VF@P'R6F;[=+3^_/P[[^L;XOAH"CCTRX^9*?D>?@[*89_ MO/S[7T^?6?ZCV"=).2`/I^)YN"_+\W(\+K;[Y!@7H^R3)(2XI_F*? MG@OA[;B]Q=TQSG]\G+]ML^.97+RFA[3\73D=#H[;I?M^RO+X]4#M_J49\5;X MKOX`]\=TFV=%]E:.R-VX#A3;_#A^').GEZ==2BU@L@_RY.UY^%U;1KHV'+\\ M50+]DR:?1>?[H-AGGW:>[H+TE)#:U$^L!UZS[`$QE+:J'OA//M@E M;_''H?PS^W22]'U?4G?/J$6L8Z*_?/0WTVFCU,IAJ9#UZ3HK12YG(XV'X497;\;VU4M:AQHG,G],F= M3.>MDRL%I[P@??84O+%V@SNA3^[D8:09DSEKP)6ZZ6G5C#[OK%"CM*A[J57XIC9J0F#VA5>J&2-],=-F7^FC"5W9 MEQO:.:XSJTK435S&+T]Y]CF@T4^Y4YQC-I=H2^9+I&BM<).TEW*6DI5Y^<[< M/`])QC]I=&RYT:K'2+98"PLV%)C?C0I,%5@JL%7@J,!5 M@:<"7P6!"D(51!TP)FT;@2DI_A\",S=,8*',2H!6<5T14UB((AL5F"JP5&"K MP%&!JP)/!;X*`A6$*H@Z0!*3!HHD9O]$*I*263\/Z?\F*0U#$6E5VVCS1M@U MD`T0$X@%Q`;B`'&!>$!\(`&0$$C4)9*$-,;OD)!9T]3PT-&P9V!S*V7X/RKY MV%@U"0G$!&(!L8$X0%P@'A`?2``D!!)UB20L+562L&PFG2[8PLX7NILG4^:I M$ET(M>*$%JR2 MP-<'/[.61:S)K-JR5:O+&L@&B`G$`F(#<8"X0#P@/I``2`@DZA)),!JU=PC& MK&7!.%&R3E.RKK%JL@Z("<0"8@-Q@+A`/"`^D`!(""3J$DE$=A;##=+H@=+T M>@*R@K*>-9G5VW.VO5D#V0`Q@5A`;"`.$!>(!\0'$@`)@41=(FE'F2-I=UTP M9BT+QDE',"`;("80"X@-Q`'B`O&`^$`"("&0J$LDP=A90E*LWHY7V5;NT^V/ M548+`&TU>Y21A\A'%"`*$446ZW-9`U.6U MC@7R6W2YKJ!UQ>M2TBEL#83CJ'5,2.XV=E;H=EO/T*`]6#,VZJ.%U#\UDOJG M09?;L=%J(X.VVLW8T"8/T$N-F6B-U984R$;D('(1>8A\1`&B$%'$4=_@8.>) M.U3FQX_N**@1VPYWU9K)>;9F=R$T=^FT'C=F.#(:(Z&?V983R$)DM^BR=ZMD?`>(HHD).<[.X#1+DN MDYPH[`QY1Z+41TYI$:V10?-!TRG:1)5J31=M-TPJC9&8(LVVG$`6(KM%;1"J MQDYK)%RYB#Q$?HLN>P]:(^$]1!1)2.X)=A"]HR?XN;4[9&LD#]G)0CVVLSN] MKX=LCQ'DH\E=\2&K]T[O/*ANRJH]8]\2DM-G!"&Y7X?D"9-K(?E]M:EQ!WV> M(*206WTU:J\+)><*.WC?D2OU.9WB$*FYTFJD;@64+>R:FWVQ%>#NNTL%J&!R M5WPK,'O4E;RT1%W=M5)5W!9&W;I4(Z?/"`)RY8#F"W5GX@DWUP+RA=&U@`)A MU/4$`87[ZZNC@)PG[+[ACCSAUQ/=/.&H\S.)!FB#R$1D(;(1.8A< M1!XB'U&`*$0424C23^^[E>%7^]=/FU5)^29&(*/:WWQ3TG_=/FX7&=IPM<5['U_1ZRI]GE8ZO<;24_=JNJ3?`3&F[P;YKQR-FYKIM9-S M_)Z$GHK!(7FC#IM4%X]Y_>)*_4>9G:DCZ>63K*073JJO>WK!**';[,F( MEM*W+"O%'U3SN'EEZ>5_````__\#`%!+`P04``8`"````"$`M4/;QLT'```[ M(@``&0```'AL+W=OSPXXP17`E.U,9K[]MJS#DMIQ0NV^#.1'=TOZJUN6 MK'GX[%F667Y=]8S#J]]+K(3]FUY=E_Z\_G6_S?J^LDNLQ.>?7=-G_ MF9;]WU:__O+PGA>OY2E-JQY$N);+_JFJ;O9P6!Y.Z24I!_DMO<(OSWEQ22KX MLW@9EKCZ?"29-<^C6`77XF1/S]GAW2;']XNZ;6B08KTG%30 M__*4W4H>[7+X2KA+4KR^W;X=\LL-0CQEYZSZ60?M]RX'VW^YYD7R=(9Q_S"L MY,!CUW^@\)?L4.1E_EP-(-R0=A2/>3%<#"'2ZN&8P0B([+TB?5[V'PU[;\S[ MP]5#+=#?6?I>2M][Y2E_=XOL&&77%-2&>2(S\)3GK\34/Q($SD/D[=0S\'O1 M.Z;/R=NY^B-_]]+LY53!=$]@1&1@]O'G-BT/H"B$&9@3$NF0GZ$#\&_ODI'4 M`$62'_7G>W:L3LO^>#J8S$9C`\Q[3VE9.1D)V>\=WLHJO_Q#C0P6B@8Q61#X M;`G2X3AFCI9PM`:6.9G-Z]8['*%O=;?AD[5H3)IN=SA.F2-\,L?9P+!&4S+: M#K<9-T(`&,38>AM^A?@_,:-UBI%ILN`4I5A)WJX.=#AP=N#KP=.#K(-!!J(-(![$. M]A(8@K9"8,B*_T-@$H8(S)59<]`H;FIB<@ONLM7!3@>.#EP=>#KP=1#H(-1! MI(-8!WL)*&)"G2ABMB_U/"F)-2SJ4E):EB;2FMH84R'L!I$M(CM$'$1<1#Q$ M?$0"1$)$(D1B1/8R422$&K]#0F(-2P.L_5V%S:RT\M>DW@@KD9"([!!Q$'$1 M\1#Q$0D0"1&)$(D1VAG<(2ZQK8;D8:T;@H2=+/=:*6EAQORTB.T0< M1%Q$/$1\1`)$0D0B1&)$]C)11(2]B2(B?1P-R-.PN]:)HZHG)1.Z72,/DPTB M6T1VB#B(N(AXB/B(!(B$B$2(Q(CL9:)H!T6J:-WVQ>\\1H!BA(A$PHM%U7(B%K_SJ'LYAC('Y'RD3$)+9L-ID*=V M;:[*S9"L=X,Z!&=&%FQ+1'H;HYFN>V/&!^-@Y&+D8>1C%&`48A1A%&.T9Z@E MT\EA\AZ5Z*125*3)AR1+RP:E5R\D-.=>314=> MF;'*+4:F.54G;,="C4?TA#R=S29:-3N\-8@G.J6WYG*CYE'M-:CQ0QWPU0Y8 M8V,T5[L8\#A=[8?@R1Q]1ST>73:O#$UM`P,N$%7\V'3%F\^:O-#HX^9U42.WI(! M;$YD*TD"-0/(B>R.#&`'.#D#*-(7`K3<,D\Y4:1.L1=6PH@+LR.OU2!WK$4] MX>/!7%/<808D[455+!;:.N1RJZ;H/(Q\O;&IEET!]^EL+.1636,11\V^-N:- M?5+.3!*Y14DW=3)AQN^93&*N[5`HTIZ=H8IAC=\6T&*%U8P=O MZ,A\B4?G9&%J4^HP$Z6,I#QCZZ9HC4^6Q_WD7J(.^*@#EJ$--^"!/DCTN@,A M-Y(KB_5)]D,=B)GC9\_.EEB2"&H:D)/Q'6G`#M+RRDF1\NR$+92V[]F0]X>? M%YLPXC.S8W[C&5LY-<$=_CO49-?"B0)[38=X6SZ/]4%;`?^]LZT0!XXPBGDL MVI:6QWO^ZT"S?F_!Y= MB[2=V_`&!GML%S:\P<#<6]CP#@+S:&'#6P3,M\;()D=?_`M<[3_6^P"M1VMR MY=]BOS9MN-/!<=9C&VXJ,'^T[$>8!/AA*%J`J_M;\I+&2?&27.7T&X4?U MJ^&"7O[3/ZK\!A,"%_AY!9?V]=<3_">-%-X`CTA9/.=YQ?\@#8C_]K'Z%P`` M__\#`%!+`P04``8`"````"$`=>K<./<(```5*0``&0```'AL+W=O;]]'EHZU'$R6GI56].N\VA/.6+_J^\ZO_^^.]_/;R5E^_5/L_K M'BB?\!)\\EY?CIH9_+R^#ZGS)-[NFT?$PL(?# MR>"X*4Y]KC"_?$2C?'XNMOFZW+X>\U/-12[Y85/#^*M]<:Y0[;C]B-QQ<_G^ M>OYM6Q[/(/%4'(KZ5R/:[QVW\_#E5%XV3P>8]T_+V6Q1N_F'R!^+[:6LRN?Z M#N0&?*!TSK/!;`!*CP^[`F;`W-Z[Y,^+_C=KGMEV?_#XT#CHKR)_JY2_>]6^ M?/,OQ2XI3CEX&^+$(O!4EM^9:;AC"!H/2&NOB;U%]OZLWCPZ5\Z\%Z`E.LSANV M.EES"Y0QZ7F*MF705060_DSE&Y-9]"'>D.`5E.Z/1\NVG(?!#ZBWK3!:7C'2 M+59HP8J+Z:Y-X)K`,X%O@L`$H0DB$\0F2$R0FB!3P`!\VSH84N?_X6`FPQR, MGEDBD!ZW#6>B!399F\`U@6<"WP2!"4(31":(39"8(#5!I@#-F5!`Q)DC*.WK M2S0F)VL%B[&>G&/=6TMN9$U:#Z\(61/B$N(1XA,2$!(2$A$2$Y(0DA*2J43S M)12[YLO;/F36L$;`RGZKPH65L0Y,=%>O6JLV,PEQ"?$(\0D)"`D)B0B)"4D( M20G)5*(Y%IZZGW`LLVX#/7"7G,;!_83;?G;MO%L=ULCK'Z/$)^0@)"0D(B0F)"$D)20C!,^>D!SUL/T?5J%5%$K>DNY^DU1']&'F3MI^C:M:J`M'BQ(Y,6J"N9#\<;#'] M&W,])`*I,9&H>Q)K8>3`UD4I`<-EKK3"N7@4^10%%(44113%%"44I11E`ETI M!G;$_(R3^2D#MF$XYV6C`)<.\&!LG05GKWL]P59H!FM@:T:J01JAO$N11Y$O M4;=Z((U0/:0HHBB6J%L]D4:HGE*4:4A/=W;F4!\"[Z0[/Z)HD>#(AI6O=;$U MO">1$"W5!9Y&XHJ1;1L;:9?=2\`R"">@YL0]="S#PA,6[%<[)K,S'XUNC2BX M9D1&%`HK!U:5MC_(QIF>C1&*J<.R'4NWBM'JUKB2:T9D7*D<%_/4Q#+6Q0Q5 MU`$I?M(SA1VIU$Q1]J8?WRZPRR#C$2;02)VO9&BF+B@D-OY'!A%((QQ$B.K&((S01VAV\SLR- M+8I`_#Z_.1RR*W]F)8\_:XI<@<32.YJ8.T[)RI"^,MFT4 M[`HN[UCDE#5O+=!(QM<5Z';Q>[)A=_[ZM,.`HA"EV%$1[L6GMG'U&*$!^+1] M:"K.;%(EIL*);(=%G0IT>W*9;'BU0SUZL%)KT6-/.WM\!X-]9XUC#8UJXTC? M(=FV\3W!BMTRFA5(D"NLM*J86L8UF8=::J*2HO#12A9%0%$HD*AYVS$3,,(V M:F.0JNC0RVJ]N>N5QIS?3452-TQ2B0C:LYXC49RU^52Y"&2>SI?HF[U M`(VD>DA1A$BJQQ)UJR=H)-53BC)$=,=HP]GJG]=2HV($@PDO^HY<+E?"2EGU MUA+).9+#JBNL1KA:6?=#([4]-.E8/_CN4O:&>1Q(=&,`(:KC`*;3L7&+$:') MK0'$LC<<0"+1C0&DJ-ZNH!/'\$"&)AT#T&L-"O)FU/\HSQ#.]W8T<']G[F@$ MTFJ06P&2,Z0UR(VD*E4HK8 MFUK,6=PS/!K\S2O^^LDQO[SDJ_QPJ'K;\I6]507'[<>'%O-7OI;.'+YGA>&9 M?#R'KPZO\,D$*G7*XLIZSBU_Z M";RT]JUY9\V<`;S,UCS+3&[#2VY7=):C.7R5?T7?`?VFP:!5@I?2SIN7/-U< M7HI3U3ODS^#>8?-UUH6_UL;_J476/Y4UO([6%,`>7C_,X2O2(=O?/Y=EC?]` MSX/VA<;'OP$``/__`P!02P,$%``&``@````A`)\JFEG2"@``3#,``!D```!X M;"]W;W)K&ULK)M;;R([$L??5]KO@'B?0#=WE.3H MA+[?M%J=W7UF2"=!$^@(F-NWWW+;Y4L539E,?BG_7:YRV6[3W/[Q8_?: M^U8?CMMF?]?W;H;]7KW?-(_;_?-=_S]_19_F_=[QM-X_KE^;?7W7_UD?^W_< M__,?M]^;PY?C2UV?>J"P/][U7TZGM^5@<-R\U+OU\:9YJ_?PEZ?FL%N?X-?# M\^#X=JC7CVVCW>O`'PZG@]UZN^]+A>7A&HWFZ6F[J8-F\W57[T]2Y%"_KD_@ M__%E^W9$M=WF&KG=^O#EZ]NG3;-[`XG/V]?MZ6=\-+\ST^;!^+[;Z&:$.>1`8^-\T789H^"@2-!ZQU MU&;@7X?>8_VT_OIZ^G?S/:FWSR\G2/<$1B0&MGS\&=3'#4049&[\B5#:-*_@ M`/S;VVW%U("(K'^T/[]O'T\O=WW?O_'G$V\R!?O>Y_IXBK9"L]_;?#V>FMW_ MI)6GM*2*KU1&X+[\^VAZ,YD-1]X'1,9*!'XJ$>]F/IF,I_/9]9Z`93L>^*E$ MYC_4P M/#TO8.B_/A`/)H1TPLR,V<>3ZN'4$/^Y=BP#.=/;P@G6I_7][:'YWH/5"(9V M?%N+M@(*0@HB"F(*$@I2"C(*>@H*"DH++``&*K`PQ3YN\(L)`1 M`<;(/"`P$?=),-$"FP04A!1$%,04)!2D%&04Y!04%)045!9P@@F%XP3S_,*. MDU)8W_7A7STIQV,2I`=IXTUU8%>,!(R$C$2,Q(PDC*2,9(SDC!2,E(Q4-G%" M"#7^@1`*:U@:8"'7,3Q3V,J*E/^4S$=MI2D M8*1DI+*)$T0X93A!E-O1C3BO7*YUT="-IR03>383F\F*D8"1D)&(D9B1A)&4 MD8R1G)&"D9*1RB9.[*!(G=A=#IBP=@.FB!4P1@)&0D8B1F)&$D921C)&ZGT#JJ'S)O2OUW5*VT*A`G3^)1R4G4F=D/S[$X_5MS M-R4*V3DQJ'L0@3(:P]'%*@$2LM!8X5@BCF*.$HY2CC*.&16XKB,H-XI1?G4Y,P2B<9P:-7IAUFRH+-$ MM;0W'QJ!P--&.`E#A<:+=DH0U0@;0#O=.56-T>A2UXDQPJY3M^O9D'2>89-+ MG>=H=*GS`HW,?EYBYW`4TR/S1V2EJDQ#8V6-WTVU>%[[0*K5XYV]($A$%H01 M.6:LQ"44;*'^Y05!&V&\0],.4<11;-#9(;F&,4+WD MJ'*0FPGQ@&=G0CR"^),;*-AWRD\]&=HYD0BNO(W#GC_R:/FIEI>F82`NY\39 MQQS/0XXBCF*#C!/6-%0Y8>JI:8>!S#C*#>I6+XP12I4<50YRRJ`GFR(D1H!@+:"W],ID-\ MC1.),4(G4E0G3I"S;89F%YW(C;YQES+EU[A0&"5TH;S*A_"!0I>7 M#=`#^O3@J?L'LN.2-7"ES,1A7"_$-#6!,4+Y4">*?T[!EAPZY9WFZY,5I= M\B$Q1NA#:GP0LV[JD6F781.[=SJV'(TN=5X8(^R\-)U;@9N02^H*&]HN=)>Y MN(JPDV[=^5Y_#>?)"PUG+D@TLL<(BS[9BE:JY3LG8JD%1AB*4+53S\.>-_%) M&"*TL&N49B*^IOO$&&'W*8K#LJ2G,(R.S085!-L'.Q7M7,R-OA&CGA;&")TH MT0GYO.M#_^[1MD(#NWM+V*E^_V,W3ZVYN]XK-#(?DZX,ZAY9@$8+DUV.(D1& M/3:H6SU!(Z.>?F@#!>3+&D2.16D4?T-S)=W+O8&II!SI;.@1QDT M,CM38)`9-;NK#)65VK]&L_F"+-X16G0LWJK`V%U1F"LUL)^P-U"U`<8UR:2K\U;S!*OG>59*O M;F-,3A\4<@I36@$RP[3VUC8]@6HW;E^<;%'(4<358X.ZU1,NE7*4&2E,46Y0 MMWK!I4J.*B,%ZFXV(&<7LW'5![RB_.C6)A&Y5JFQ0MWK"U5..,B.%Z3U MB[,]*F2]NR<>XD2M&A1P%'(4<11SE'"4=;KU)*Q^1K^?+MXEU]>*Y7]>OKL;=I MOHI7[N%V__Y68_E]@(?Q$MZG@YE!^60)KXB=X=,EO/YTAOLS^&)!6Y!$*9@O MX245WB)8+.$E#\Z3Q1)>RN"\6"SA)0K.X:6%I?CHG_\%ONOP9_N1(?'H`;X# MT:[&E/LPA#,Z#Z,EO,QY1G\,^O(PJI7@NPQOZ^>Z7!^>M_MC[[5^@L`/VQ>: M#O+;$/*7DSJ%?&Y.\"6&]D#R`M]:J>$EN:'XH.NI:4[X"_0\T-^#N?\_```` M__\#`%!+`P04``8`"````"$`O`>><1P0```^5P``&0```'AL+W=O+DC#R_'CY;?3Z?7V^OIX_VW[O#E>[5^W+W3E<7]XWISHS\/7 MZ^/K8;MYZ!L]/UW'D\GB^GFS>[F4&FX/[]&Q?WST._W5*[V\>+Z_+;^^[`^; M+T\T[C^CV>9>Z^[_`/7/N_O#_KA_/%V1NFO941SSZGIU39H^?7C8T0B$VR\. MV\>/EY^CVVX^O[S^]*%WT']VVY]'Y_>+X[?]S_RP>VAV+UOR-LV3F($O^_UW M(5H^"$2-KZ%UUL_`/P\7#]O'S8^GT[_V/XOM[NNW$TWWG$8D!G;[\%>R/=Z3 M1TG-5=QWXW[_1!V@_R^>=R(TR".;/S]>3LGP[N'TC7Y;7,V7DVE$XA=?ML=3 MMA,J+R_N?QQ/^^?_2J%(=,HHF2DE]%,I65[%-_-HOA!*1AK2U=XZ_?QUZPNE MA'X:ZS?S^6QQLQRWOE0-Z:=JN+A:1I/5](UVE#M]K^FG,?BNX:Y40_JIASN[ MFL7SY4WO[1%'1108O4WQBS'ZKE%&>HK%+V>-,XJU4?K%&'W72".*)]E?)[#> M.U8=3I$;3V-CO99!W>=(LCEM/GTX[']>T,)#(SZ^;L0R%MT*;3H[I*=-O@RE M"X6XT/)9J/EX2=--F7"D'/_C4Q3/IA^N_Z#$O%="=XR0+['6$B)UA-XD!&D( MLA#D(2A"4(:@"D$=@B8$;0@Z!UR3;XV#*3#^'PX6:H2#M6?N-+`>CP-G:@G= M)`E!&H(L!'D(BA"4(:A"4(>@"4$;@LX!GC,I5<"9,UK"^+5_KM14SL8DH190ARA$5B$I$%:(:48.H1=1YR/,R!><9 M7A;2O9>U7^X4<<(22`(D!9(!R8$40$H@%9`:2`.D!=*YQ',8U2B>P\0-:7HC M2C-5)KW[GB0T^BR`\K9B>A@11BBA#E",J$)6(*D0UH@91BZCS MD.=MRF?/V^.+@)#V/:J($YY`$B`ID`Q(#J0`4@*I@-1`&B`MD,XEGL/$KM"M ME\8=)J1]ARD2AN`R"$$K9D(048HH0Y0C*A"5B"I$-:(&48NH\Y#G42KUS_"H MD/8]JH@3@D`2("F0#$@.I`!2`JF`U$`:("V0SB6>P\0&YPR/]>*^RS2:3&VU MP["$82G#,H;E#"L85C*L8EC-L(9A+<,ZG_G.%'7[^Q-:[!"#^-/("4!$":(4 M488H1U0@*A%5B&I$#:(64>X6H-]6K\7A M@_"YC=D$48HH0Y0C*A"5B"I$-:(&48NH\Y#O/U&;G^$_5X(WD@G5=2Z/7?K7'5W`I1$@%)$&:(< M48&H1%0AJA$UB%I$G8>\"(C/J^5[<;^6U\A-)X8E#$L9EC$L9UC!L))A%<-J MAC4,:QG6^7YU_>!@+ M38%K%0HV*O.@1%GKIB1G-BH,2QF6,2QG6,&PDF$5PVJ&-0QK&=;YS/?]>85V MC(6V1C90UX@21"FB#%&.J$!4(JH0U8@:1"VBSD.^_\+:>OQ6*@[$PP!5*`S0 MX%.:M6[J!:AMJX,V9>0RAN4,*QA6,JQB6,VPAF$MPSJ?^0X6);F[.+SA8%7! M.[5*#$7]&E&"*$64(P*+W/<+"J MU%T'*^2NH("2&%"**$.4(RH0E8@J1#6B!E&+J/.0[S^Q27#])^[^T?Q*/*ST M1JZK[87K2H4F\IDP\33*.D:6,"QE6,:PG&$%PTJ&50RK&=8PK&58YS//K]/S M-BF]N%\Z*>34TT`2("F0#$@.I`!2`JF`U$`:("V0SB6^R[BMB`K%T[?=_?>[ MO8A--BZG]/R4?*IJBCL3A5Q/2B$JI\R2NK"[=?D8E6JUHO@U0G$<%*ZIE=*K M;H8H1U0@*A%5B&I$#:(64:=0[P;?\>$.RED#SG"\VD4YZ\%4(M?QFEB?HN.5 MHLFD?R@NGD3!O2Y5>B.2L%[7FC7)C?5A6X6C23R`1[:"PJ]T)+3FRFC6I#9D MV%;C:%*V@F!J'0FMN3.:B?BS%N[;QI?K*6[.%%I1A68BG"J+\,DC)2:*'".& MDR;5DY#N>6K;:90ARBT:UEY8(:VJ1%0AJBT:UMY8(:V]1=1YR)^)\W9Q4]S% M*40A;#Q,$Q$^8Z.DQEW! M,C0[7T3!`QO5J-G:J!SN6F-DM-G6-SM;13<3^ZE&O[!W0V;].15[.[B.[ MU%;07?PD"K,K<,)Z*L7>R"XCI`>:JG:T/(C%9#JAED/4#S;3(^.P:U<-^ M+FPGM?U2*Y?V:=68S8*%H](B8_9KJWK8?F.%M/U6*U?CGT_HGSD@5!,MA_:^ M^1;;U#/F6^UJW?F6*,CA\!/YJ90:?=1B;Q!1O$B*%0RI=Z+=B8&C'X;*>%<%K:G M>B9*K=V-,.I$4)E56LR-;^A$;?4/=Z*Q0KH3K=8>=")8=SHM-M0)/RK$QOZ, MQ!?BP49-(OK40G=T/35H>(")$EK9-21%E%E56GMNT;#V`E65B"JK2FNO+1K6 MWJ"J%E%G59%VW^OB5,#U^J_EHCI;L!Z\FTKDK\(+J*2DE*V2$M7.DE1KDG73 MDD[:823 M]OO^=6B#3F?,>H?>J_%32"$WA2P:=G&BA%;V.SXIHLRJTD&>6S2LO4!5):+* MJM+::XN&M3>HJD74655A"LVXXQ)QN#)>J?;-`N_+TY#P_A56JJJE8E"09Z$O5DK,2]/S.G(R$!3 MU9`*O?Y\B+Y?#],J]7@U'MQWT'YAT8C],K`_O5H%A7:E)=S**K1?6V-Z06PL M&K'?:NUR_-$-V.^TQ(!]?[Y)Z)P<%N)!#DODIA)MNL(=W4Q*N3FLR)\D@4),\RF-OU3(IY]T=`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`F,E;K):!+%E$`C="Z;,J,_?]Q? M32FQCC,"B8&:.ZS?5K*U M>S8E+J%3W*PW[970JD6*E:RE>^E(*5%B]E`VVO!5C;J?DQ$7>^YN<4:OI##: MZL)%2,="H>>:K]DU0Z;%/)>HP-M.#!0972:SVY2RQ;SSYY>$K3VZ)[;2V\]& MYE]E`V@V;I/?@)76:P]]R/TC#&9GT??=!GPS)(>";VKW76^_@"PKA[L]1D%> MURQ_N0,KT%"DB09CSR1TC07@F2CI.P,-X<_==2MS5V5T.(G&:3Q,$$Y68-V] M])24B(UU6OT.H&1'%4@&.Q*\[DB2230:C-/I!2PL5-0)O...+^9&;PDV#>:T M+?UW(8'QVD&;Z<9GJ;92W\_G0]"BXY% M3*:C/D$H(8!&74\="QO]3T8?E%%4=;`M3:]?90R@))ETYL?1L']_XBQVV^7. M>O#KQ/&!.$@-H'.ID]-,EYGK@_YI;@"=9TQ/,[Z_C1[\6MLT[DT+V@(H6(H# M%X\>$%P-`R-\3PI,"9^@KBT1>N.'08)[T3_MY]1RT+5%_P+G1,M+>.2FE(TE M-108&D^>'= MP/?$.2UVV?FP\O_Y^^'3S/>J.CGODE-Q%BO_AZC\S^M??UF^%.6WZBA$[<'# MN5KYQ[J^+(*@2H\B3ZJ[XB+.&-D799[4^%H>@NI2BF2G)N6G(!H,)D&>9&>_ M\;`HK_%1[/=9*N(B?5)^>[I\2HO\`A>/ MV2FK?RBGOI>GBR^'L^WLX2E+C6WWIN,^SM"RJ8E_?P5W0@';7/`_F M`3RME[L,*Y!A]TJQ7_GWX2(>AGZP7JH`_9N)E\KYOU<=BY??RFSW1W86B#;V M2>[`8U%\DZ9?=E+"Y*`S^T'MP)^EMQ/[Y.E4_U6\_"ZRP['&=H^Q(KFPQ>Y' M+*H4$86;NV@L/:7%"0#XU\LSF1J(2/)=?;YDN_JX\H>3N_%T,`QA[CV*JG[( MI$O?2Y^JNLC_:XS4BJR32#O!IW82CEHG;TPB%J%?+A M>1V.QK-E\(Q-3+71IL>(6FR-A=PQZ3=VA`#`EAHQ_PG4THND-H_;&*%=1L0( MC869$CL"(<3F7AVZJMZ.9/!I1Z:ZULY%R%,.(5=!EE2DZ1Z.9EO#HII1^%;QZYT;%KD)0)UW4,)K>P"H=45:M,%:>C];*LKH*8<4V\K".\7Y]\$V7 M7BBH5ACHD`756EE05R&@LDL[)>GM')7&E*=1QJJ#J"JR[2BQJY!G8Q7NLV7N MW1`DZ85":84%:<2"9*ULD%R%@(8H)IPT'*`:?7`_E1_*:B0&.V:PK9FE)1+% ME97N;^6F+$K`ML0VO6$KL2)9:U_R<1ZS;B M$FN)$;,^N@VM64OL2I18M@!&?$-AD(=45AF,1&FGO'^V9BWMJVT)AX,.;8C3 MZ10S/EH?=#]QXVM;3'M."D=3WD85!"J+^\;9F5@$C:_L!BR^-S5]>5KA$;:= MAO#R5FIFNKQV9H=7=A"']^TF%3;]AA2"1HJ<-J6M'"DF$@T8\L4%,`7U'1`Y MBU5[+34_;N2I>XLM4U9X&YSS_)2U]/@5L[:I$6`LBP"_#:JL*:B6G/!LNU), M)`K0TX*&,_D#\9U3>=1M.D9R@F8D%C36->-7S-IV19EET;\ZS2+=(IQW54LD M:(V5(\7$B@+(&NX`R#2[+FBZ^+LL6G*#IB46--8.XZC?K.U!E%E6<<9\8_6+ MI"N6AEK".^*^'+R[F)E.-2$2)9:5W"%^Y]W0==\-;2,Y>[J5>0UT1XJ)1`%Z M&L9UV]QM#Y&6W&W6$MMF7E#,3&HV:ULA968MXYV@=?M"U$CN+X6N%!.)`K`> M*B42")B]! M7(#K^I::1=]#(SD1,Q*+&*\F_6:S]OQ"@7O:QF1XRU$*-Z*\F!@)$72*R8P? M35HS>_@C4@/<7)+ZWR.V+HC9?L+#`_LUG_3\```#__P,`4$L#!!0`!@`( M````(0!L=`?4&PO=V]R:W-H965TV`W`$&09;T8<`OC3:*.]R:EMG1 M`*_#)=6S/$T73'$YT,A0FO=PZ*:1`BZUV"D87"0QT'.'\=M.CO:!38GWT"EN M;G;CB=!J1(JM[*6[#Z24*%%>MX,V?-MCWG=9P<4#=]B\H%=2&&UUXQ*D8S'0 MESF?L3.&3.M5+3$#;SLQT%1TDY47<\K6J^#/7PE[>_1.;*?W7XVLO\L!T&PL MDR_`5NL;#[VN_1%>9B]N7X4"_#2DAH;O>O=+[[^!;#N'U9YC0CZOLKZ_!"O0 M4*1)\A"&T#T&@"M1TG<&&L+OPG,O:]=5-%\DRRP]FRV190O674E/28G86:?5 MOPC*?%`327X@P>>!9+9(YLMTEJ'F&R0L!A3RN^2.KU=&[PGV#$K:D?L.S$HD M?CTA#,)C-QY<4>QIC-5B$6[763$O5NP6K1,'T$4$X?H(FA`,52=IE'N_M`=[ M:6^(C^4B'AS+Y*_+S#XBX\$5Q?4Q^&(^GXBC=`05H6..$RH^HN3!:/KRJ=1S M,P\H;-CC@!930$\,Q2XX-C0T:7[J._*-NOJ+(9;)W-1K,\-SU>=RN;S0??_GS_VN][T^GK;-X:'OW0W[O?JP:9ZW MA]>'_K__%?\Q[?=.Y_7A>;UK#O5#_U=]ZO_Y^/>_W?]HCE]/;W5][H&%P^FA M_W8^O\\'@]/FK=ZO3W?->WV`3UZ:XWY]AG^/KX/3^[%>/[>-]KN!/QR.!_OU M]M"7%N;'6VPT+R_;3;UL-M_V]>$LC1SKW?H,^D]OV_<36MMO;C&W7Q^_?GO_ M8]/LW\'$E^UN>_[5&NWW]IMY^GIHCNLO.^CW3R]<;]!V^P\SO]]NCLVI>3G? M@;F!%,K[/!O,!F#I\?YY"ST08>\=ZY>'_E_>O/(G_<'C?1N@_VSK'R?M[][I MK?FQ.FZ?B^VAAFC#.(D1^-(T7P4U?180-!ZPUG$[`O\X]I[KE_6WW?F?S8^D MWKZ^G6&X1]`CT;'Y\Z]E?=I`1,',G3\2EC;-#@3`S]Y^*U(#(K+^^=#WP?'V M^?SVT`_&=Z/),/"`WOM2G\[Q5ICL]S;?3N=F_U])\I0I:2101L+.B'[`ADAN_*9U!C(7&U3?[D^KQ_OC\V/'M03 MZ.+I?2VJDS?WP#(FO4S1;AIT"#*GS M_PBP,","C)%Y0N`2<9\$$QG89$F!B`(Q!5842"B04B"C0$Z!@@(E!2H-,(() M$X@%,X"I;2_1F)RB%11C,SE#,UI/DN2-NP@O&+)D2,20F"$KAB0,21F2,21G M2,&0DB&5CABQA,ENQ-(=0\&&&@&5W37#%8O4@9$9ZD7'ZC*3(1%#8H:L&)(P M)&5(QI"<(05#2H94.F($%E9=(["RI-Z)]=L=8]&PC3'&Y4DB([E%$`5QP9`E M0R*&Q`Q9,21A2,J0C"$Y0PJ&E`RI=,2('>PVC-BY`R;89L`4H@6,(4N&1`R) M&;)B2,*0E"$90W*&%`PI&5+IB!$PF)!&P+1D.[]M-U^?&KGEM`0R@'5:KM[" MB!E'B?C^I1IVR*4`C(?FQ%Y*3@A+85"+8XZ?'-4CNS;P^V,&(&6R)ZL#OD$D@6;,D)_7:WY0\]LJ!% MW>==G#NKB*PZY+J?I+,C=G7@A^SJTNYSM)IU5A').^2ZGZ*SH_R0O"F[S]%J MU5D%Q!@G.#(8XV1)?CB28?8+MCD@$M$'I$.N=V`I.2$LN%KVDVA%'0E[$3-D MQ9"$(2E#,H;D#"D84C*DDH@E^\49ZC?"VM+-N"I('(>[$,$Y86R6D0728!YV M-);^-I+O$U.18@6BUGU_G(6>1Q@Q,G1-U-G*YHR2$AN)*4K1GU0TG@03,G$S M9+@4Y39G5%%A(S%%)?J3B@)O/"-)6R'CBB)C[HE#\^]DB3PWP<82)\13:^&A M'\(&JQM^R)()S1+54E]M:`26RI;XU=EB$8C0(Z1^QP*/4]-CC,;@=-+1_-`S M62MDZ2ZIKL1&8KK2*[IFIL<,C3EUY;4G?7\R)#N!"NWH MDK0@F!DC3GOZLNHNU^(RAM1K!9&Z$A)1"Z2YZXHT+R\:V^U1=&F'.1IS:'6! M+MFA=;DUE5Q(:"KE4,:A_`)=MUY<2&B]Y%!E0.9(B,.B/A)B-QE,Q77G!T<7 M<;5%!T5"/JS2W6SQ0CI=%MC2E99+).GIQ-(R4JP0-LN=1Y_>0L4V6W2<5DAR MJ4IL)*8J52PU64;!>#(A:U"&AO3N44DYDER2"B3IEIBD4K'<@:ILMC159N:( MT_#G,D>=H_4%0$*!WE/('+(A7(CK2L@YF*F7X=;TJ0M$"XD%)%*FU#8A&(>S MD%Q:Q$BYL@:VWE:W2$IL)"8I17]R5?:FH^&8K#094ER2V'X_&0%+X,*2Y)N!"WI$YY)2DU)WB@(R<$L0SLN13F2=&=4 M46$C,44E4>1-9O2.JD)#5R29*2.NE6C*P!7\1XN2O(T"3[CW?O(D1.L+V?TM M%.V#?8RT99!8*"+T*.?.+!B3HV*,A"MS1V6+Q1<=F\2FF@E*T9\2%(:DX&5( M<`G*;;ZHH,)&8H)*]"<%C%`AX8H@,U7$71E-E9L6(WG)9B2+NG>#V'>5 M'S:]9'(M/-72-6^6-A(+1:18W2G>"V@P8C1T9=ZH=+E!4H*6=-U,4DHD38-A M0.I=AH9KD@R4L:GEZCBB'U+RK0-S?5( M0;2^D"FV4#2C=-!@+-&6GO8L&)%BC0P6RQJ;+>IP=8NJQ$9BJE+T-VFWE_3: M+L./==%43F[S1$F%C<3DE.A/RO%#4H,K_/R*'C-=((,_56%\T9"DBX3H]H7( M6V!+U]Q9VD@L$I%BJ0HS"4)R'HO1S)69(^L+DER"$B3IEIB@5+'G*; M*ZJGL)&8GA+]R5V,[TT],HLK9%Q19&8+O?9U7[_X_*Y70>0KFQ&YL%I@2]>< M65Y(N)&..!1S:'6!+CLH&M_D0D+K*8KNA:!_,VYMN4=&CRDI^NX&$*TFIIJW%%Q]&"XE-DQ3] M*4&VVPVDN"3EBN2,46$C,4DE^I.2/'Z[@80K@LQT`=+GTD4T)&5>0G1WP#:3 MJJ5["BL2%.#N+,-"$8EOE4"$>S&.%4M\:=79HNFP0I)+56(C,54IJI)WE7PS M:>D:E9/;/%%282,Q.:4IQ[*9=.LQTT7<&]+J\O'-AB^O&XW:(B%26T;D8+10 M+9WS9FDCL3A$BH4WIY.`K"TQ$B`>CCRYY>;T)D$I^I,3.0R#&;D'S)#A4I3; MG/%44>'6+;$0E"7(W,YF:,>E M*$>2[HQGBI*M6V**2F7*77G%NU;M(J';TAS*3)%O4\E72O;U\;5>U+O=J;=I MOHDWI:!J/]YWL'R-ZRF+Z1R>(>3X3KU=_0)!'+8/F![E"VGRGW/S#L&%][&:,[Q( MUO[Y!B\.UO"$^%!\?_K2-&?\!SP/NE<1'_\'``#__P,`4$L#!!0`!@`(```` M(0"TY_M/H1X```:H```9````>&PO=V]R:W-H965T0>%[LP+BON_KG5JF;45;ID-2=\^\_GF]_?KG]9EZN'X\Q\?QZ]?[NT/S>/?7P^'G<^KD\?#C]IGB?_I^_^N) MO3W/NX?;QS[]^_>ON^/"+7/QQ_^/^^;\GIY<7#W?7O6\_CX^W?_R@X_Y/ M5+J]8]^G_P#W#_=WC\>GX]?G#^3N*@T4C[E^5;\B3Y\_?KFG(S"G_>+Q\/73 M91)=)]U2]?+J\\?3&5K?'_YY/I^_*?S>/]E>/_S0*>;$F52\,?Q^*OV*073QXLOAZ^W?_UXGA__Z1[NOWU_IGR7Z9#,D5U_^6_S\'1' MIY3U_/ET62?C^R_-W^JORH5PM%",RO_CC M\/3<5!<-_&[ZB;FA)L_WG%N>)R(WS50 M%+ENS!^_'TV1$V[^>(<;'BB*[QHHBEPWYH\W1W.5SG2GB;-Y^WS[^>/C\9\+ M6HY0EWCZ=6L6-]&U\/I0;!E+-L2I4MN`F30U:&K0UZ&C0U:"G05^# M@09##48:C#68:##58*;!7(.%!DL-5AJL-=AHL-5@I\%>@R0!DB634Y4TP`:R MET#Z$LA?`@E,W`QZA4HC/Q2JF9SR+TQX4#6M3A M2)(@PJPFF-8$\YI@8A/,;(*I3;S<>K5+BP*O=L,U:ZQI+4&7#V[1ZI6`M5+K MA;I?VHW,BDN[":0%I`VD`Z0+I`>D#V0`9`AD!&0,9`)D"F0&9`YD`60)9`5D M#60#9`MD!V0/)$D0W2#"M":8UP03FV!F$TPMW6!**_`TG7N%3!=*;RAD8WTJ M9"Z^&TOHTL0I[:B@BC:SXG9-("T@;2`=(%T@/2!](`,@0R`C(&,@$R!3(#,@ M;KVBI"`V#?WZ34DYO5MIKJX:0)I`6D#:0#I`ND!Z0/I`!D"&0$9` MQD`F0*9`9D#F0!9`ED!60-9`-D"V0'9`]D"2!-$-(DQK@GE-,+$)9C;!U"9> M;KU:I4G?J]5P@1IKOT`M<0H42!-("T@;2`=(%T@/2!_(`,@0R`C(&,@$R!3( M#,@4TPL0EF-L'4)EYNO0*E]:97 MH,Y@^OS]_N[/FR/-['3S(Z=PBW13*[W599SX=9L2NBW,TT4#2#,E)7+N+AXB M?_'0RJS84QM(!T@72`]('\@`R!#(",@8R`3(%,@,R!S(`L@2R`K(&L@&R!;( M#L@>2)(@ND%D4TV)Y90EDNL,86(3S&R"J4UL;M/:\FJ9EJ'OKV7CQ*_EE+BU M#*29DE)\NL\;%Z*2JN+L4J< ML[4`LLQ:F;OB=+:*_ME:99_SV5H#V0#9`MD!V0-)$D0WB!J().<<9=)"*\QS M@HE.;*9S:MH\V'U_49^\^%5MD9.H!J*F1538WB"M[OVVQ(S/11N==1!UI:'G M7Q5$3\S8?Q^=#1`-I:'G7W7/D9BQ_S$ZFR":2D//?]DOZ)F8L?\Y.EL@6DI# MS[\Z_RLQ8_]K=+9!M)6&GG]U_G=BQO[WZ(P>B9AB_73IU!0]%$F9KB"5@82+ MC^Q8@AZ6H#\N-5>#:TUKJ"S08Y0LEDR#*S"OZYEG/NZ#P)PU$#UJYD50E#XB MHOM\[/S&(B?6!J*F126ZY^DNA"I^#;7$C/VW$740=1'U$/41#1`-$8T0C1%- M$$T1S1#-$2T0+1&M$*T1;1!M$>T0[1%1_:*6K+JGW3#[BLQX(%VBB:B% MJ(VH@ZB+J(>HCVB`:(AHA&B,:()HBFB&:(YH@6B):(5HC6B#:(MHAVB/B`H; M$DF%C2PGX32(HUU.RJFPT2XGZ538KIVW_H_,4Z,W%+9]R"35>7/R\.FR1#?, ML[JNJ8&X88VH@W%/;0J2=G&L&K:L%3WE-.O>2>_83T:3RP74<"H/$@8X$(:)V7FME.$$7E<+VAI''/I!S1YX4T7I2SA[U M4+][-LR.6#VA9D@:0M=OV8:TW^YTR5TI1^H^6YLMW`!PZ,G$>.CK2D@!_1Y[ M3_7+I7I)#7U]M@CI#T2,]8>"`OHC]I[J5\NQ/OXQ6X3T)R+&^E-!`?T9>T_U MB]5:517]G"U"^@L18_VEH(#^BKW;\Q]7ZJJTUFP1TM^(&.MO!07T=^S='G^] M6E#UMV>+D#X-/%"`-/!D+!`!#3RIF>T"Y5*IKL9>&G>L23`&[DO.JI;&G;-B MZ+"`34,QUFF@82<<@S_L4*!O&7:,N;H+E")OP1.5(K6CJF'>&#$M9;QO(FHA M:B/J(.HBZB'J(QH@&B(:(1HCFB":(IHAFB-:(%HB6B%:(]H@VB+:(=HCHOX# MB:3^@RPGX=0[T"XGY=07T"XGZ53IKIU?U^8)[ANFT_2!KW>%FJ(B701G"^FH M`&6=6CD]N6E>%DEG6&F8,YU:]]73=%KX4%3+R+9U4Z1#S/1Q-LVT>#3MGB7? M8^\L7U5WT_IL$)(?B!;+#P5)V'#T(_:>RM/;@VHL'[-!2'XB6BP_%120G[%W M/OJR6L/.V2`DOQ`MEE\*"LBOV#O+ZY._9H.0_$:T6'XK*""_8^\L7U$G?\\& M(7D:"*#V:"#(6"``FDA5\=?5^:>1PEH$0VB)')\"&CO."J'#`GP2U&*2QI9P M!/YH8YZ]OV&TL8_JW<5[BF)Z%IKU]JB@@FK0^`23:(:D(?2WEFU8JO-HH[I[ MFSV'KI%=00+ZGY2OJP/KL)B0_8".1'PH*R(^T?%VMG,?L)B0_82.1 MGPH*R,^TO!KIY^PEI+Y@(U%?"@JHK[2Z/O=K=A.2W["1R&\%!>1W6KYZSP8`G\SVB3>,/>EN"U+@,W=CWBBQ?)300'Y&7M_27[.!B'YA6BQ_%)00'[%WE/YZ$-4]GJ_JK$U MFX>"V8@R![,5%`AFQ]ZS<_':6)267'`)3F,1%":M@S(6B(?&(BMP9D`T-)T3 M$765MODCA#65],O?OH5GD MWVLHQ;JNK9G3KYN"`@--B_VG-PVC8KU>4+[;;.+V+)B#18U'WJZ@0``]]FYO MWE9+^HJ[SQ8A_8&(L?Y04$!_Q-[M"2B42OJ1T9A-0@%,1(T#F`H*!#!C[VD`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`EASJY#:AHU$;8MHYZO%M;+: M(K/G-B$MZN>VF$6,^KEEWMR>LE>FV:R<@Z)(1DJM5"A5U9P[ M9I/0L4W0]131C%VEQQ;5Z*MK5=^8LTE(;8&NEXA6[,JJE6J%FIJ,UFP24MN@ MZRVB';NR:E0E!9C?S\@;]?O4RBE*ZO?(N'AM6=;H5*K,T>Q^CB#7MRO(!>TR MKE\6+)7@N2'7\TMW#_S^3B?=Z^^O]')CKM;R*=)SN[HH;9BG>J:E#*1-1"V+ M^,J]7*WJ:FESJQ=&,[N4![4NMY,`>DJM5*Z5U)C2YU8AM0$;B>LAHI%2B\JE M&LSM-NR0V@1=3Q'-E!J]QQU#+S]#;8&NEXA6OEI<+Y2KJM^MN57HV#9L)&=R MBVBGU&@'<%65VYY;A=2HET.94"]'QL5KRY*VM=3UC0GJYF><3;IL1^]91+W!K=*=8#2U;1+QRCW\_-+B(]KT?ETU<-G?_M&.9[A'7WM]N3W$F^ MI++1L.V<@:R)J&51=N%2@$FWS29T=K(E!2[LTY`)+]#WPJCOV MV22D-D#70T0C=F4GIGJQI-]7&;-)2&V"KJ>(9NR*)]T8;A+.V22DMD#72T0K M=F75*M5(WQ!9LTE(;8.NMXAV[,KFC2Z0BFI@V[-)2(TZ/Y0)=7YD7+RV+*-Z M3+<-_)=9J//;7A!4Y`)W"I/6]:C886_VA-)P4U0;%.@"/JSH=WZSCHS$E\#1$-& MXFN$:,Q(?$T031F)KQFB.2/QM4"T9"2^5HC6C,37!M&6D?C:(=HS$E_4#R"1 MU`\L$V_TW`I9EG''7Y9RAV4Y=_QE27=8EO536[^&S;X1MX9_Z^N=S"I53V`I MJG@3F+JAU.!V,D4W!K96=Q^E>7`E>E&FSIQ?F<;NBM9%+!%UNYT8. M$?14!'0_MZ:_I:;/GD(1#-A((A@*"IR#D8J@5JG343N-%RUHYJ(T-.XBZV+"'J(\-!XB&V'"$:(P-)XBF MV'"&:(X-%XB6V'"%:(T--XBVV'"':(\-J1]!(JD?02:ITR!KYK3EE#NU0CT" MVW+2G=*@Y:0;BU?;U%?]V@XO'D_F_ATBBYRX&A:598W01-1"U$;40=1%U$/4 M1S1`-$0T0C1&-$$T131#-$>T0+1$M$*T1K1!M$6T0[1'1-]NG^X2L M^BYSGVU"$0Q$CB,8"@I$,&+O?`X*4;6LEXQL$XI@(G([?7X.;. M?E7=')ZS32B"A@T*1OF1%G8,UVX0BV(@<1[`5%(A@Q][M M.:C7"H6R.@=[M@E%0,-$VHVV<)]J7ARX(# M-A+!(2,1')TE.):&+PM.V$@$IXAF%M$*Z_2E2[0@T`]+YMR**BA+H#Z?"S82 MM26BE5*+:VY54B-.JVM:I&C3HN,JYA/ M9LGL]_!OA]':V+8+*G*E.P_5:;639GKIURL(]@A;06=/<%/I]W^QJ^*V^ MGVZ'<#?_FY^F-'JMZ(UK)4S>S<1M=B77;/0]^+IUY?:;!):+'30 M=1=1CUVQ6@5JI\\F(;4!NAXB&K$KJU8MT!>.^X4S9I.0V@1=3Q'-V%5V;&7L M\V=L;5F@ZR6BE58KER)8[)ZAMD'76T0[I58M%/0WZNS9)'0FJ<^G,3E%27T^ MBS/K@5R\9==;SMY_:2H]00^B-)NCJ%/4F2C7\"NB7-?G+5OI`+QN_\JRU9BK M96N*_(E>;19IF%A,.QE*FXA:%O%`6J8LJGFBS:U"XVB'C42MBZCWNEJ?6X74 M!FPD:D-$H]?5QMPJI#9A(U&;(IJ]KC;G5B&U!1N)VA+1ZG6U-;<*J6W82-2V MB':OJ^VY54B-^CH4)?5U9%R\@;*D^=VV"RIR@3O=@.;WK*73T5/VZOR>-POT//[FS<,%=-="MYD;S(IJQ*Y[MBT7]O:9S-@FI+=#U$M&*7;%:'!?TNP!L$E+;H.LMHAV[ MLFJ4-?WE)WLV":G1")#6KE.4-`(@X^+ELBS68UUQ-`+8?A!4Y`)W%;FB7<8% M;!7I#EE-K0QI=1\6]'N_V>OA]OY7IOET:XC7S>UN$7G"TZ`OWCDM\P4U& MD!:B-B-IV$'4922^>HCZC,37`-&0D?@:(1HS$E\31%-&XFN&:,Y(?"T0+1F) MKQ6B-2/QM4&T922^=HCVC,07=0-()'4#R\0;W;I%EF7<\9>EW&%9SAU_6=(= MEF7]U-:O8;,9P*WAW]HQ1+=7806;(F_'D+XOWN!VLC9I(FI99)<*Q6)DJN$%6J>I]VGYN%Y`9L)')#1",E1QLMROHUFC$W"\E- MV$CDIHAFOEQ,U^*Q?F@TYV8AN04;B=P2T4K)U4K%&DYBMGI"-1]D7$)\SHVJM.M%#5+TS1VQA'2%2NZS^K:"8/+ MV$I&5;HSIC#OKN(>NR*Y6KTBHQ:\O;9)B0W0-]#1"-VQ7+TGI]>TH_9)B0W0=]3 M1#-VQ7*E8JR_%V'.-B&Y!?I>(EJQ*RM'7Z`1Z7N]:[8)R6W0]Q;1CEVQ7+U$ MW_O@W\C>LTU(+DG0>7*3P[B$^8*,7AJ)X`*)B]K<8'GQ3D'"=>[TAH3KVF5< MQIED'-/6;_\@$R[LER3]836^H)EHFW)$NXP[*,._ZRE#LLR[G3-DNZP[*L MG]KZ-4PK4Z^&3U\O4#EMQ#O_-43SZYBZM%/D79/15*8Z7(-;RIJS*4AZ/;Q% MT;)6=F&:_QX'>PJMOCML)!%T!04BZ*D(/@ MEC1^93,Q],F$^Q)?H.:_Q\&^7HC"'Y[,!@AWBM4K[?/>XS"_?ZO'IQ0YPW/# M6CFH:1&M8'B";B%J8\,.HBXV["'J8\,!HB$V'"$:8\,)HBDVG"&:8\,%HB4V M7"%:8\,-HBTVW"':8T/J1Y!;ZDN/D^XRSGKJ MSZ]MLVG`K>WPG1#S.UJZABVJ9-798"M!340M1&U$'41=1#U$?40#1$-$(T1C M1!-$4T0S1'-$"T1+1"M$:T0;1%M$.T1[1%3#D%NJ860Y"4]R,DXUC&US/H6BU?*V;14=S\L*IV>'?]+W3QHE+*/90Z*2L[/ MS/J1F8=K;N\Z+6S/^-XL\\Q>!V:1#4SOC>$6=.:RR9$"D_C]P,PS&!W86:^^ ME-*G-^Z]4$8V,G4SN"$?>Y')`:2173U]/QR>F[?/MY\_/AP>OQT:AQ\_GB[N MCG_]I`.BAT8.OG@\?/UT2:5X31?+)3/P9"W2C^@F7GQ-MZ%/NV/U9[3OF=KE M?Q9=)WEM;HAW3XLRY>S&N,IM430:>:%1T'1*,.:;T]'D?5`F5^6\#RKTP6F0 M55'1#O!KLY,;16@O][79BX^?T';\:[.S'C^AS?779I\\?D);Y:_-KG?\A#:^ M7YL][/@)?:=]X3KI1*?5C(J;?B3>?)1WHNE=,3JDO$;TUA<=4MXG].(>'5+> M)_0:'AU2WB?T4AT=4MXG](H<'5+>)U1M=$CFS;63*7TRR_UD29^L[W$_H1Q'H##32SZZR(WKZ_/'7[;?#Z/;QV_W/IXL?AZ_4S0NG0?OQ_IL9 M*-/_>+8O2?]Q?'X^/M!@?7GQ_7#[Y?!H#&@T_GH\/O-_T.F_^N?X^.=I*/G\ M?P(```#__P,`4$L#!!0`!@`(````(0#?]*R0U",``,K%```9````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`?\<@&1DS2-R[-PQDU)9J0-B" M72(-8@T2#5(-,@UR#0H-2@TJ#6H-&@U:#3H->@T&!W@#0@'&&Y#IW8\7A[&F M?F!#"[Q MQH("]BO&PEA3K*.(.Q>IK)6*9U?^D!U.5J?5`20&D@!)@61`B"#2[P!HAWR%0-DK(\#Q)UZ8PD=6YPAVUVJP3A9L5\$)`:2`$F! M9$!R(`60$D@%I`;2`&F!=$!Z((-+O,&@4\HK!L-8^X,QDN7Q)N&X11^`1$!B M(`F0%$@&)`=2`"F!5$!J(`V0%D@'I`(HX7L/K-%X3V;O M/"D:(;]!EJCUK>I_.%F=UC>0&$@")`62`F!#"[Q MQHEZT1NG^=EEK/W!&(F[OH%$0&(@"9`42`8D!U(`*8%40&H@#9`62`>D!S*X MQ.MX`D;/$&4#1`E",*$&4(LH0Y8@*1"6B"E&-J$'4(NH0]8@&#_G#0I'.&Y8S8V', M5?BUR!T+0)%)%!I'L8H1)8A21!FB'%&!J$14(:H1-8A:1!VB'M'@(7\LS&V( MNT3.C(6]:W'7Q8CV=-XYA;#=I;[W,TE8&HN-&^BVRBBR1FM:0RMQV&D=[ M4^J&@!$MEZ>N/YCT':UW0M)HO18B:^2M]^52#K['B1.+%7=,@BA%E"'*$16( M2D05HAI1@ZA%U"'J$0T6C9WJ#YBYM7S%@-D[47?`1F0>HCI+:B^)!7OLM&8T MEBB9&K)XC*A"5@L+JE1BQ>FW11K+\#:(6 M48>H1S18-':-/ZKFOM4=U>/=Z3%_\-%^X$3=THW`<`!J'T\#MU:9V ML$;F]N9DA*-KQ5VCY1)B[VBUNCP^5UQMMFM56,*%S<6#E(W8M6;O=>J8$Z6"-:-M(TITK'BSF+FY/0WS\L+Q?[2W78*]C$K:5N72G2 MX4I6HL3EUQ;-=T$CCF'U5JK`ZAVBGJ7"#1[8)-!@?X;1Q/#BXID99LS5#!O1 MTHV&5^KX=5A:/_K'*6#H,8C$B#L@ML@NI^7ZZF;#17?"9& M7'SN%[_87.X6*GE4L-=<^24;S95?B1&77UNTI@W@U&V+U5[U0<.>;AV6:W7> M:-G*B6F(>HMLCR]VR]5:G=4']G*+U&Y`2# M]3L3V$8EYSP56[^5&Q"IWU7<3-C,76C0[^E+*I&)$0]^SNJJ$C`!;4?,5J(4 M?9E)SI@=ETDE1ER)FBMAP\UJKR9#PP9N\5JX1>$.4<]2JL'J[GI@,[=$M]?] M^6U1?/G]T8I@VK*Z%-@AZBW2;51GEX$]W1+= M-OI3B8XEWE0Z.%$YOA*4BO906-$"2/9C5-!8?6,C40] M1U0P$O524%B]8B-1KQ$UC$2]1=0Q$JT>TC`8TZ]>,!C16LX< M!Q,8]-X!*+96JS'8;9>7>KXG;!$(=G;A@W*&Y>[T'?#`)H'2_.5NDJ[N9#FS MW&TF5Z;`S=*F;652'P2%FQNQD4SS&%'"2-1306'UC(U$/4=4,!+U4E!8O6(C M4:\1-8Q$O474,1*M'M'`Z*CEC2!MIZ\9P:.Y'[`M6M,I_W2.HDU>'5T/["E[ M4H0H1I0@2A%EB')$!:(2486H9B3=W"!J$76(>D0#HV/G^.-C M?#8Y]:R;,#\D-<=VM;=:Y!WH%RM]CCI8,]HC.%!%B&(6&T/)^FJ_4QFWA"T" MD60,RZB<( MI<;6T3=QRYTZ(P]L$FB>/V?HJ`9S9K$YOG/V\I(RH8B7HI**Q>L9&HUX@:1J+> M(NH8B5:/:&`TL:.;=)O>,5Z_^FW23O:`F]6(W`.\1=Y.,5HY*+965&6SUC>K MY5(=#A*V"$0WNU.`8/ M\%A@AZCG.MCF[79+_:;@P":!YOG+G8R\R3)_@#(&D:BWB+J&(E6CVA@-+'< M34+H7U_N-JWD+G>;CZ*Y>]J`Z;"H-I?#RGK*)A4)$D]X/2:V5G;?VN]72CEA MF<"V98,"%)^QG_L<&8K/_>(7N\LMO)K#0G,5*-E(VE\QBHHK)ZA5(ZH$"G>-DI!8?4* MI6I$C4BQ>HNH0\<>T>`Y^B-K4E!S(_NB]Z_-CJ"WCQ&9VUDWRJA;R8/U=$X5 MD2#QA%466RM[]MANUFM]:Y6PB5L%/9%2*8V[.1,T4X&[VD&^6E>O&G M8)NY&I12'->@FO*#+JBMU;DSRC@09J,Y#83NA1;KT`D2/ZA#SS6UO7!UN5[J M&\>!;0(U\.>C3CSJ1U8OC#28D*0'"!!I3DB:J+LFLGY>I!G]')2@>BHHK)ZA M>HZH$"F>(J6@L'J%4C6B1J18O474H6./:/`48NH$T=''[[,$BO6&CPM?X[0P?!?/QFL MC8I:QB-RO\RR5C1/N&*11:9^IVV+>DPE)6,Q8\\$Q5)$F3AZ^NHA>2YFK%^@ M6(FH$D=77[^L4HL9ZSQQ'1"XE<]8.U,N\H MG@9-KX7(&GGK';_,$BM63Q"EB#)$.:("48FH0E0C:A"UB#I$/:+!HK%3_0$S MN2;WI'XF9H^I*?=>RSS)HS%41W+]&/S`9G0;-C.(5DOR"K'XR8B!52I68?5, MC%@JM\CY=JI`5"*J$-6(&HN<^Y`648>H1S1XR!]#.@)[8VA.M^/?T3DSFL91 MA=$1><]LX#NLM?5SHR@NR`DC..G'5LJF%*[VVZU.]G)A4;#17JXJ-9FM5OZA6S926KE7+1D[Z1Y`L'^B9WEJ%QVI@ M';$GYI4B'*UF)$I=?6S3? M!8TXAM5;J0*K=XAZE@HW>&`3"BZG,7>&TY]A)N7WBADV9@B]O6U$7C2$]Q_H M"=)+-IHKOA(C+KZV2+U.>J7RR0U[NG5P7R<]]D'+5FY(@P[O MK16GKY?+_58E#@<6XX6*,S</!S5E>54+=A!9O-5J(4?6F1,V;'&5*) M$5>B9O4QVFQ6^B_`-&S@%J^%6Q3N$/4LI1JL%OS`9FZ);J_[\\_D"U\1WL;T MHA?>3IE*[I2#68]F3Z6)NLT1&\F-=8PH8219M%106#UC(U'/$16,1+T4 M%%:OV$C4:T0-(U%O$76,1*M'-#`Z:GDC2'_0[C4C>#3WC^N,Y.!R8"2Q,$(4 M6V1CX?9JH8_=[!.(A./>PT925H8H]\NB#WZ7*I@5[#176,E&4EC%2)(%M47F MG'":P/#]?"..8J6G>SIENCNLL7>I/O-DD$.;LD@?I#"N0LY1-&>R72QU@ M"C:9*ZU$Z4K\N`=JB\YM&6/-Y]^-P`([1#W786S>^G*S6:@X/+!)H'G^>B,U$5HH>Y'-GQH@21K)F4D%A]8R-1#U'5#`2]5)0 M6+UB(U&O$36,1+U%U#$2K1[1P&ABO9NSXS@F$+T%O:(S.,$9Y.$#[#H MD2. MCXG'+_H`:V,\U4EL1-Y1GLXS:L<_6$\O+H^>#HJME8W+._H%,Y7\2MB"UO-I M9NB-.\7",D0Y2XUQ:WNUQ4.8;=M<824J5XAJO[#5H9[&Q:0OZ:3^=.!W8Q"W/Z4A_POQ;LHCTJA),'IO[W7^N%CP4YSA95L)(55C-S# M^]A%YP[OMF_G"FQ970KL$/46<>NN\.^`L5.@,'_JF%R=&VO.[`5C:L_;"T[9 M/MZ5#^:MJK,)0#:24!TC2AC)CI@*"H>8C(U$/4=4,!+U4E!8O6(C4:\1-8Q$ MO474,1*M'M'`"'?SK4X`_M3I_:CB[QP6N:=WBYPM(4(46\2[Q-5ZH0_O;!$( M;N/A'94S1#E+V5!ZN5_H/_92L,E<:25*5XAJEAI+F]@FV&"NK!:%.T0]2]F6 M75W2!RO^P[V!30*E>2M]^[JLX-%<38@Q4>B>VZW5?*J?C62&QX@21K):4D'A MM9BQD:CGB`I&HEX*"JM7;"3J-:*&D:BWB#I&HM4C&AA-K'0*Z%ZL_KF5;E34 MP(Y('>=UWO2PM9ZR/T6"I`_AI8_86MDM:TU_J4$=FQ+6H1+"QT8VDO(S0>(' MY>=^^8L=_;E2G<]CH;D*E&PD%:@$S52@ME9^4G&MOYIN6,RM!"056[:26G2" M9FK16RL[#,O%>@NG3A9R:Q`Z=6YUXD]/QY=]$'&44?-QS!%Z@>:$I(5.Q8X[ M1F2EZ.UR/HK$B!*+'/544%@]0ZD<42%27(=24%B]0JD:42-2K-XBZM"Q1S1X MCOY689)/[J%0C^R+'@MLQQ26>U:T2+WG>:5N(@]L)GG#2)#T(2STV%K9D\=Z MM[S4.8F$30);ICUZC%5WSCG9BRJ0L[H]'^SI[[(N5;*M8)NY&I12'`]T->4' M75!;*Y/].452?'8YI:674XMUZ`0YZO#'UEE][(7UBG[+?:%?4V`;MYY.#?SY M2$:S\_&%D<;(J$@S(B<6'+8G)$UT*F8CS6CD11I`B4CQ(*:"PNJ9-7+428L;RA<@S*@6)F"ZQ M$BDQFOA24LQ8OA%Y1JT@$=,E=B(E1@O];+H7*U8?1)V0/VMT%NBGCO:[,1/D MQGR+W&\G+:*9PQ6++#KW[:28L6>"8BFB3!R='J,_Q7W:6H['MUS,6+]`L1)1 M)8ZN/ORJG9BQ?H-B+:(.'7M$@^?H#R_=N+]BL]P9 M!,!O)\6*.R9!E"+*$.6("D0EH@I1C:A!U"+J$/6(!HLFOIW"SK^.IW,7!UP(C'BX8D1)8A206'U3(Q8/4=4("H%A=4K,6+U M&E&#J!445N_$B-5[1(.'_(4YE5)YR?>5.\RB6.2]7*D?<1[8CR+U:4?&\;;B MKA&D%&(K9?.&"_IS-OK':1,N+9`W'+,J;.26IJN4L9&K!%7*K=7\4]=B2DL7 M6++17*TJ-IJM5?VB6C536KI6+1O-U:J;,H*^ZJW5S/`-+.0VSZF2/Y--GN/E M]V/F5\?U%C,B[Y44^.;2^E$*;F[^6B7G?7/K-Y__2JS5[.MUZ4NJD(D1!X:< MQ>V#N\O5=JT?-[`)U3^X.DN1#AM5HL3EUQ;-=T$CCF'U]B55Z,2(J]"S>+@+ M!C8)=($_YUZ7)MIAFL@B+V;JIU`']IM;=)$8<6MCBWB%7>WTW_5+V"FPP&Q\ MM-6>*SYC);F!SOWB-_3%@_X(CIWFBB_9:*[X2HRX];5%^N&6>E;=L*=;!WRX MQ59SE>C$B"O16V2'8+=8&;/(#WTZ/V:-SH2^ M4=QY1!&SN!LRZ14U]29;PF;NPH.!2%]2B4R,>"!R5E>54-^&%FPV6XE2],,Q MJA(CKD3-ZKOQ93-U^]?P9;=P9RH<5V,KLN&R.S'BLGL65QV@EN3`9FX=W%'P MX]_KL9&HIXC*AB)>BDHK%ZQ MD:C7B!I&HMX*"JMW;"3J/:*!$;[-L7M=+O5HKF[5;7I53C\'MI+=(4(46V2# MY7ZM_SA]PCZ!6&FW*UN\E)6QGZ#<+VNU7&T@%%B=N<)*5*X8.2]C6C1_6]"( M8WAX6S:2IG2(>HML3ZXO=_H=Y8&=`JWSEOG^=2G=H[D_)2SR]Q>U`1RLD;-U M1.PG4RFV:/X4F8ACN"]3+#!#E+.4%SCICZG[N;N"S4*!\S@Y2]2OQ)%C=6W1 M?!L;<0RWL<4".T0]2\VW<6"S4!O]64-G)>^&[*=2NGNCHB;3B+PS\\1'G.PI M*R5"%%O$9^3+S5K%@82=`BME##IL)(5EB')5V'8ASQ:/,@7[S)55LI&453%R M8HY%9V*..,[-(3L&4F#'?H)ZB[@GZ6,U_6X%.P5:Y\\>,O)FSWP"JY#F/SZ-/8C7X#:V"30//\"*!3TV=YQ'XRSV-$ M"2-91:F@L'K&1J*>(RH8B7HI**Q>L9&HUX@:1J+>"@JK=VPDZCVB@=%$!*"! M?TU4-^8JJH](O1.N7Z<\[*VG[$\1HAA1@BA%E"'*$16(2D05HAI1@ZA%U"'J M$0T>\M><3FB:"/VB3SSWF-NTR#OT3WSB:K,W$:^JW#.O1< MA[%U5_0'TM2]S,`6@=;Y4X;N&;PE_7.;NE%1*WU$WC%?9Y`/>^OGKG-`L;4Z M'4TW*@FW*YW&W4>6E@IT!A_MQY7?[0O!&F)\F(O"W^A,)Q(+)2 M[M]L0)0PDFTR%116S]A(MLD<4<%(U$M!8?6*C42]1M0P$O564%B]8R-1[Q$- MC":V>)T__+EX8)-O\C?;A=;N,4?=6:#:XK* M&:+<+VQSN5GI9ZQL$0BN-D\$+:O$3[:.T>KZ;K!:I-UGAZU`VDR-+)$C:#>LNME:=!"[:9JT$IQ?'85U-^T`>UM3ISDIG2TBNLQ3IT@F;& MH6=U>]>_V5QMMRH"#VP3Z`5_0NH$IIZ0+PP^F-B\.F4QN9L/@J2)NFLB:^0% MGU'*08E(L7HJ**R>H7J.J!`I5B\%A=4KE*H1-2+%ZJV@L'J'4CVB0:1(?1SK M=T]?[NZ>H]OGVP^_?+M[_/WN?WU_0=W_7 MYELVDC@YV"MT89)?70_'XYBV7RRNA\5QCX4K2[IR3!3`E15=64V5OMU2O8[? MJRH?^F[GVGS<@36.=LMK\V$!7OEUD*'/KZZ-I_:8`GTQ=5U39\R35U9T)4I'_K6 MZMI\:X,^],G5M?GD!J_0=U;4N5-7Z.\)7IN_`X@^-^1S,^E#'\Q='R:O1'0E MGFP/?1=%5Z9J0-_'79MOG[`&])GH5]2O,[I,[.I*TNZ,N5#OZ%X;7Y##WWHIQ2OS4_I MX17Z_42JVU0Y]#M[=&7*IU[1?*.3-ZK1KX9>FQ\`Q2OT&Z!4MZDK](N>-#Y3 M5^CW.:FOIZ[<4*UO)NM&/XQY?9B\$M&5>+*E](N(=&6JI?0[F-2>J2O-8G/= M+*965DM7VLDK'5WI)Z\,=&68O!(M=N1S/"JJ>%0O]G1E:AO(2"U?3,6P;+&E M*U.U+LBGF+Q2TI5R\DI%5^K)[S[0I7[XU[_@_WO]N MSF/C?SS;7V/_[>'Y^>$;W>E=O/ER=_OI[M$8D/'GAX=G_@]:!._^>GC\X[CQ M?_A_`0```/__`P!02P,$%``&``@````A`"Y@$#!G(P``*&ULK)U9WKF[_O'I_N'[Y_>-MY=_'VS=WW3P^?[[__\>'M>A7]S_7;-T_/M]\_WWY] M^'[WX>V_[Y[>_N_'____?OGGX?'/IR]W=\]O2,/WIP]OOSP__QB]?__TZWN^W.EY/'NZ^TSU?_IR_V/)];V[=,YZK[=/O[Y MUX__^?3P[0>I^.W^Z_WSOX]*W[[Y]FF4_O']X?'VMZ_4[G]U^K>?6/?Q/T#] MM_M/CP]/#[\_OR-U[ZN*8IN'[X?O2=/'7S[?4PM,M[]YO/O]P]M?.Z-#YZ+W M]OW'7XX]M+F_^^?)^?>;IR\/_\2/]Y_S^^]WU-TT4&8(?GMX^-.(II\-HL+O MH71T'(+9XYO/=[_?_O7U>?'P3W)W_\>79QKO`37)M&ST^=_!W=,GZE)2\ZX[ M,)H^/7RE"M#_O_EV;WR#NN3V7\>__]Q_?O[RX6WOXEV_.[BZ[I#\F]_NGIZC M>Z/S[9M/?ST]/WS;5E(=JZO2TK5:Z"]KN7PWN+KHO49)SRKIUTJ&[SK]BTM3 MCQ.VZ>FQ!?27;0_.*7=IR]%?6Z[3?W?5N1CVKDX;O+(%:0[9@F?570\&_-8Y;%95!Z3F.=*JI/"H=^H>M<;?K>/*ILC22E5D9TLZ9/G6\]4UR/.&M[VK7][_35'ZDY6Y09F.+S%F"1.2 MC=I`@U"#2(-8@T2#5(-,@XD&N0:%!J4&4PUF&LPU6&BPU&"EP5J#C09;#78: M[#4X..`]N4GM*S0]_AN^8M087^%1OF$@SM-5CL$27"30(-0@TB#6(-$@U2#3 M8*)!KD&A0:G!5(.9!G,-%AHL-5AIL-9@H\%6@YT&>PT.#O`<@Z*@YQC-&RV. M%4::ME1.K.ATKR_]$;^IA#J7M9>,@01`0B`1D!A(`B0%D@&9`,F!%$!*(%,@ M,R!S(`L@2R`K(&L@&R!;(#L@>R`'EWB^00OC*WS#2--21/N5$PN)%7)7&_(@ MM=R,:ZDZ:``)@41`8B`)D!1(!F0")`=2`"F!3(',@,R!+(`L@:R`K(%L@&R! M[(#L@1Q%7;DF,HJ,K\?C?6$*[TMJYR&^N_<@SKJ6X M7``D!!(!B8$D0%(@&9`)D!Q(`:0$,@4R`S('L@"R!+("L@:R`;(%L@.R!W)P MB>>P1#G'4#E'+54[!Y`02`0D!I(`28%D0"9`R,$EGG/0>N(Y1W7*>6=.[:?]Q!3T_:0B M@RK78PXI8R`!D!!(!"0&D@!)@61`)D!R(`60$L@4R`S(',@"R!+("L@:R`;( M%L@.R![(P26>3]#VP?.)TXY@I'U'L,1Q!"`!D!!(!"0&D@!)@61`)D!R(`60 MTB5>AU%H?$6'&6F_PRIR3?KKY;?;U2>]2FA`?VJARPL_"`>53)^VG+5,ISM4 M4F$MQ:$ZJG4SB8$D=2E/MTI4I+44:\I`TP1(7I?R=/?\UA6U%.LN74W>B)@T MJ#%Z!1;U MR4`]$%<7ZB07BA07C%!7C"B1@J*>QEEY3"IBK#]#91-$N13T]/?5>(@8ZR\] M9?Z(F-R)FT]KZ'E*^-5=7Z5:Z+S#NF],?II&XRCT]\?N14?59\P"%-CJ7HA-$*>NJ3.D69/SXI*D)ZLT1%:RK M,J5B0,E/VRSY8V?2&Z\8NRH;XHU=A?K]8Q?3V*FY/>[8,NZ,P;&KA63LK.)A M-79*;<1J2>K4V('>A`O*(I9:U*],==2I.N,2)TU-6$KTYH@*WQ2,G:UNFR5_ M[$S^X15C9],5[KRKD,P[%6?&YMK'3,S3\ZX6DK&K$,\[&#O[N,U%CS$Z%N.L M-T&46F1-J0[-^.E)2Q-4FR,J6)>=XT M0+1$M$*T1K1!M$6T0[1'=/"0[U+D>)Y+O;`,&W&U`[)(^8W:W(S-[:PIZ?H- MH!"E(D0QH@11BBA#-$&4(RH0E8BFB&:(YH@6B):(5HC6B#:(MHAVB/:(#A[R M_<9D$-Q0](+?V(2#NXQ4:'!\0^48N\=TB6%\Q$$!HA!1A"A&E"!*$66()HAR M1`6B$M$4T0S1'-$"T1+1"M$:T0;1%M$.T1[1P4.^CYB,PBM\I$I`>-M$BU1L M48OHF(I`;`$4HE2$*$:4($H198@FB')$!:(2T131#-$\MW%9'U<=WG!1XRXVL)8 M)(>PL7DCRT@)"A"%B")$,:($48HH0S1!E",J$)4>\OK/O$'F]9\SW<[/C1VU M^-UJ$;TUQN>"L2`Y9,"QW@IYV3+(?X8BQ=HC1#&B!%&**$,T090C*A"5%E4= MX?>]SH+]7-]C6BRMI228M"!%AQ*8H)^<-F,B[GAQP:>!UR+/+F M1B5EGM0'<)P;E9"7TN]V5:HDM-I)BAL3(8H1)8A21!FB":(<48&HM(C^0">; M?,\K.KE*#]&V@MM\8UXZI2!.F2KI44IIZ/<86(RVC"("H]Y+N[SCN=7F'-*[YJA;6H2SNONHMI)/1+ M`UR2`DHMAE/`JG>%NEV5;PBM*IN=[0W4?(_8U*G9%K.0:TK7)VD2@OJD4A]I M6J=WH5./K,RM5K>O;M4F+'6J7GF3$-2KL%*]BV/`[U_IYI6LQJV1(^0[BLGH MN%/VYY8SFQ>2J79CIC"Y5,]M,/6>ZI>Q%3N=>18AG@TAJ[=)V@NUZ$7\W`TD M3A]4F6?1*R.LA1(18N,I*W?##[5-.6S&8FX=&CRCZJB3/9!C)0K6;BX[__[8 MN=2W7B4+N.:=UOEN\+KDD'F;7L>+"O6<:U4K1:B]>P,6DBQCB"AB)-IC0>W: M$Q82[2FBC)%HGPAJUYZSD&@O$)6,CMK]7C0IW0%]8=JNTAK)4X-B_ M@5FG3;@55PP118S$T6-![=H3%A+M*:*,D6B?"&K7GK.0:"\0E8P:IM'KT@E= M3"=89")FO8LAO],W:2PF,RU`%"**$,6($D0IH@S1!%&.J$!4>L@+330?7N/) M1W$_EV"1&3;I4]Q`"9'QU7R8L)-I31!DCT3X1U*X]9R'17B`J&>'* MTM,)C9^;2)CG."K^\%9OT'2>PXJY&S1$H44Z.*JC>L0EW0C2,)%L925>)5Q0 M4&J1C5<4K8;*N3,NY%K3HS]A(=&<(RI\8_UNIZMB1,F%6HSY,^EUJ9$>ID8L M\F92)?7"3+)"XHTAJQ(4,1)?CP6U^WK"0J(J190Q$NT30>W:FL#X$@*0G9EM!* MT7MG(M7I=92[1RQFFL,?$V^87%5EG5HD9]4B9?5V,>GW^VIOFK&$6P&<;V`_ M/\M^P=HK^_WKP94Z2Y8LT6+?GX(ZVZ##ZNKA!XURX[O=Y##\AG$/LQ`6>5.S M3DS(R.B."6RYOKS:$B**4'LLJ%U[@JI21)FHXEW31%"[]AQ5%8A*447:_=$P MY^3S#ZUF)N@Y:)&_.^^H?-B82TH,"1"%B")$,:($48HH0S1!E",J$)6(IHAF MB.:(%HB6B%:(UH@VB+:(=HCVB`X>\OW&I!Q>X3=5AL)-=ICETKB2\AL56L8B MQA,C0!0BBA#%B!)$*:(,T011CJA`5"*:(IHAFB-:(%HB6B%:(]H@VB+:(=HC M.GC(]QN3?W']QHG^+YQJ3$FU_%?(?5F(N]":[+O+:1\YBOL^PDA. M&6-$`:(0480H1I0@2A%EB":( MT<%#OH^8C$Q+2#G_=&%>7U+AQ:+J78?JE6=![7NRP`J9/W(TL,BIY1+12@K:6JISRUH$N)8;1%M$.T1[ M1`>+FMSNOY)^-&^>:;>KD-,Q8RM%Z)3;5>5,C>NP1LD0E44/K2X2XPZ+1#VC M&%$B!3W]*M>1BA@KRU#9!%$N!3W]JOZ%B+'^$I5-$,K\M?EU^5;Z@#%X:X4\;ZV1 M5!2#9"5DJB;>>G&E>BNT%DF,6Q,ABA$EB%)$&:()HAQ1@:A$-$4T0S1'M$"T M1+1"M$:T0;1%M$.T1W2PJ"D^S82ZZ4J*9.K6 M=:NF;U=E0'/?U=?1N6<"N@F[H58]S4':(]JVINZH$? MNY;?@7YA"F&OO5\C,5PFO/?VM"F,K9KZNHA;3[0]$B-L?LGK*YM3E M:(:J*]*(2[I;$KQX82E)`22(TA:3ZB(UXY*NR4ZOJZZ<)BPF-G-$1;/-KKI? M*KFD:Q.:.64I,3E#-&\QJ<+1@DNZ)JF9:@^_9#&QN4*T;K&IUN(-EW1M0C.W M+"4F=XCV+295+#QP2=>DUTQ_VIBK#G<->F':V)L1>1/FIE\A]:Z9?AM^S&+N MHH+3QNH2]:$M9]+VSK31-^81B[FQ`CHZEDKPM$P0I:Q+F50S-6,QUV33M($V MY6BS8&55W*6:JTE:LH!K3???%!7/$,U9E7W7_%WGPON?FJH+%G=U?4Q[LBB[S59@C;-5ON]%I3"[%3AZS<7VNZRJA/N*`$ MK%1,FNV@&M:,"[B6W,X]^M"$I41MCJCP+=$/.O@N5'(1UY9VH2D+B:D9HKEO MBGZ"Q#>UX"*N*6C6DJ7$U@K16FRY@:ZG>G+#)5V3,&9;EA*3.T1[,=DP9@>BI(CM*D5(]JRJL6D'?MK6-&^FT'?+^#/E]([K*.XGV2VB&VGND+&@]J8&+"3O MJX2((D:B/4:4,!)=*:*,D>B:(,H9B:X"4C:(SHP.NKRO<;(=#)2(N\?4BGUU,KW9A+RH(2 M"!*?@]Q)R/HI9#G[=WC?D)6YBPTL:S%+22T21&FS21W4,R[IFFS8O[.8V,P% M29N@Y865LN\4=_`=QY+UN#70B]:4A<3^#-'<(HI$QVS<._5&\8*+N*9@85FR ME-A:"3K1UK65LFUM>)]RPWK<"NBV;EE([.\0[2VR;=4GS0.7<"VY3?7G%4F= MG%?GO;HY,&I4E*Z0%Z5K)'VI^R"PJNCE`([N(:+((D=[C"C!@BFB#`M.$.58 ML$!48L$IHAD6G"-:8,$EHA467"/:8,$MHAT6W",Z>`5];S+WB6Z4?F%MKZX? MW>WNH$*T$/#HCQ$%B$)$$:(848(H190AFB#*$16(2D131#-$#6HQ=*4`4(HH0Q8@2 M1"FB#-$$48ZH0%0BFB*:(9HC6B!:(EHA6B/:(-HBVB':(SIXR/<;.EUX?N.< ML%\(,Z:D6IPJ1$LE^\;8'*9(RD$!HA!1A"A&E"!*$66()HAR1`6B$M$4T0S1 M'-$"T1+1"M$:T0;1%M$.T1[1P4.^N[SN/FR`]V&,7!^Q4H("E`H118AB1`FB M%%&&:((H1U0@*CWD]Y])V[MAVIENYR>T!E7RWXO>]CY`7B8:6ZG3[RI9(?-2 M7WV0PN^D$RF>V!&B&%&"*$64(9H@RA$5B$J+&EZ,&)B,\W_>]S9O+9=)-T?% ME"5T^[Z2>J'O*R%Z`VVE#X_B_MIOD;/2?";_%;/R M**X&Q+GKYO$R%N;FB1"@7Z-8"(Q=H\_'@/%HO^=K](1(@K MD;)V?YKI2).QV,E*3$1_>R5R4<65*"PR._C:J>'FL92"(N6XOC_X.OMDMJSG MO$]ZB7DHB[PY/U!Q:,SE3OE\($+<])"5TZI=-[W3ZZO-1\0E7<=WPYQU`EOY M4Y5(1!57(N5*T)&FK@3T?R8%1!U MR:5+3"Y9Y,U_'9#'+.1.(-TK@0AQGX<6V7>&>WW]?441"[B30BN.17%CAQS' M)!$AMIZR MU/^IL^JET:(6@PIY48#V(VJ;-.:2I_P_8"'Q_]`B\\9B^Q2,I*!(H4_8RI^J M0B*:>#C2LZJ02<'V*DQ8Z%05(LH8B?:)H';M.0N)]@)1 MR0BOZ"]I2GN]?EQ^7_N50$CZ,X5=PL81;`1T()F*,[>>"3M@O M6'MEO^E;N5BBQ;X_!5]*89UWKWR).2R+O*E921&2!NJ."6PY]UX9483:8T'M MVA-4E2+*1!4/SD10N_8<516(2E%%VOW1,/FA5P3$*IWD9J8N+5);5I7"&(L8 M-S!`%"**$,6($D0IH@S1!%&.J$!4(IHBFB&:(UH@6B):(5HCVB#:(MHAVB,Z M>,CSFRN=;',V5J>3F\>2?ABWR+E@&R,*$(6((D0QH@11BBA#-$&4(RH0E8BF MB&:(YH@6B):(5HC6B#:(MHAVB/:(#A[RW86V?J\(,U=&7/F(17+!-F8I00&B M$%&$*$:4($H191[RVZPS3LX4.?^>[`H341:Y=P&"VM>*P`IY]V17ERIU$8H4 M!^I(M#.*!;4;3$25"%WI3R6D(L7:,]%.R.]4GOR&T=Q-<.JE(>[?;)2=+'%K0D0A8@B M1#&B!%&**/.0[PRTWWQ-5#'BJLT5T@<(-2?&5U;,34V@@S0(P68^M*ILHJ?3 M[ZK+@H@%2%M]]->VXG,JE#0)0852MF<_>`8_BY"Q0$N%_!'1Y^N?BWEX[+ZJ MD,JW]%7GC:W8Z8\@BQ![=>L)!H3Q%E MC#`E+T(HK^(96Q+>=\:B@0)*V& MR1I:*960T+>S$8NY4Q83$F*273`1=*(6*:LG-ZA#5`=^QBMCL;9:^(YJCI'N M051'CO/2`E?V-"JIGAN+/`>NI$ZG!6PY-RV`*$+ML2#I'AW!$U25(LI$%0V1 MUU_7^@#6X*CDA.RI1W'?4QGY,6^@DOYC$6,O"1"%B")$,:($48HH0S1!E",J M$)6(IHAFB.:(%HB6B%:(UH@VB+:(=HCVB`X>\OW&G*-:YMD++F1/8,[4NJZ0 M>W!'%"`*$46(8D0)HA11AFB"*$=4("H131'-$,T1+1`M$:T0K1%M$&T1[1#M M$1T\Y+N+/L2^X"-X6KVV2$[I8T0!HA!1A"A&E"!*$64>\MNLSYAZ*3IK;W"- M1T^+W*.GH/:U(K!"+QS<18H#=23:&<6"V@TFHDJ$\.`N4JP]$^V$_$Y]W?GT M&N_?+?)ZKY(B)/74*VU@R[UP079I@1 M5PMYA;PM)VW'U,7Y^&CHI2\"$"'NAA!1A"@6U#X4B0BQ]A11YB'?B?3Q\H6^ MPG/D=87\WRKK#?2-H14[?8YL$L(MNY7B#[M>7`Y5=B%B/:>\.&8A6G'K/;=V M]:1)"&J4^C4:7.E3=,9J6BKD#XDY"[K[B1>&I#HZN@?,:WN:=%M&KU*HL_?8 MBGDWMKH#`A%B!PM9?97?N.I=7RK-$4NXYQ2M.1;-I_J_:HISKDM9>66>OC3N M6FVP,Y9H,>_W=M.Q]9P7V:ZK8ZG7[_:D2G]JCX(7V;B<.SBZ;P(1DEZOE%NO M'PS[*AI%7*;%QX[GZYB%3EE/6$A>'$DM.OWZ3"8%I0.65]T-.ISHP%6JQ[`S!\W7GW*.XODQ:Y>0!![2T+6$A232&BB)&3R!+4KCUA M(=&>(LH882)K2([CQ=^?VJP>M:CN,HKAA^L@E<4E97L?(`HMLN%@V+W4WQ,: M<:&3\8"%Q%B"*/6-]8?7`Q7Q,R[48LQW/!+R.OCT`CJ%?\#@TK)#>MZKMT9C%).\0 M(`H118AB1`FB%%'F(=\_7G>P&>+!QB*U)^WINPTN*.='<1Q98Q8C'2>ZFHPF4A!GO^I1:<_&I%)0;'H5,OOZ-<= MJ89XI++("V^5U.G\.I>3`!0BBABYX>T,[0F7$^TIHHQ10WC3YYJ?(;V MA,N)]A11QJC!"Q<5$<0UW%K1C[AC.FE2B^,'3EVFJ"!A0V,.LG:E6E+G02,N@08=0DP MZA)@DP:6-["B@94-;-K`9@ULWL`6#6S9P%8-;-W`-@ULV\!V#6S?P`X^4RY% MZXL7(5]R*2.O9YUERJ5T3KAS4/ M=[]_>'M#:D9'7>00=1'[['(X,A_):'AR=3$R;]\W/+FF)_0V2-.3#CTY;NRU M'0JXI@XMS[KFV3'9#N6NZ=%Q%ZN?]*Y&YO>E&VK1HS+57@'*4&NKW)=^,J`N MHJ\1;-`VZ-.3?L,3N@4>F7M9+/-K9_1KWP27/7H25-M MQU?]D7FO&\O0J]TC\Y8V/J$W%T8AO1.`3^@5`QJ/IB=!OS\ROQ:&98+!U6:MWD M+T&?^KKZ^BOEQ_2KF2/S8Y98-_JE2M+6]"3H4X]6/V"GM-%/*I*=IAZE'T,< MF5\Z1#OT,X94@Z8G]`.$(_/K@EB&?CJ0ZM;TI!R.*.HW%`FZ%Z.BV_RD,PJ[ M3=V6=#NCM/%)3D^*QB=!MTM/FKKMID-SK=/D5#<=&M).TY#>=&B^=1HG7(=F M7'4JT8,P'*5-CD.K\(A6W8:^R8:CK/'!9#BB];>A1$[>V62#5N81K<0-)6Z& M(UI7&AZ,AR,Z*34\"(:CL,D&G:%&M!MI*!$-1[0E:7@0#T>T+S$/WM>=]?3Q MEQ^W?]P5MX]_W']_>O/U[G=:#B_>F4\:/-[_89(>[1R-`PK\_/#SS?Q@#_SP\_GE<&PO=V]R:W-H965T$.`DU@%/8,YGY M]]NRU)+5C0G)[LTP>6B]+;6Z94GX]L]?AWWO9W&J=N7QKN_<#/N]XK@MGW;' ME[O^O_X*_ICU>U6].3YM]N6QN.O_+JK^G_=__]OM>WGZ7KT61=T#A6-UUW^M MZ[?%8%!M7XO#IKHIWXHC?/-6H:'?8#=SB<#`Z;W;$O M%1:G:S3*Y^?=MEB5VQ^'XEA+D5.QW]30_^IU]U:AVF%[C=QA<_K^X^V/;7EX M`XG'W7Y7_VY$^[W#=A&]',O3YG$/X_[E>)LM:C=_,/G#;GLJJ_*YO@&Y@>PH M'_-\,!^`TOWMTPY&(,+>.Q7/=_UOSB)WA_W!_6T3H'_OBO>J]?]>]5J^KT^[ MIW1W+"#:,$]B!A[+\KLPC9X$@L8#UCIH9N`?I]Y3\;SYL:__6;Z'Q>[EM8;I M'L.(Q,`63[]71;6%B(+,C3L62MMR#QV`?WN'G4@-B,CF5_/YOGNJ7^_ZH_'- M>#H<.6#>>RRJ.M@)R7YO^Z.JR\-_I)&CI*2(JT3@$T5&5S<&RZ8'GF[LW,S& M8V\RFU[?`[!L1.!3]6!\,W6&\]$G-"9*`SZ5!HSGR@A,55LH*]7V"X.8*Q'X M_/(@',@@.:%F,K[0%0=G1?Q'=<;[_+0X,*FR-U^9W8',U2;U5YMZIJ@N@ZXJ@/07*M^$S%T?I@P2O(+2_7GON%/O=O`3 MZFVKC![.&-D62[00Q25T5Q3X%`04K"D(*8@HB"E(*$@IR"C(6V``L=4!AMSY M?P18R(@`8V0>$)B(NR28:(%-5A3X%`04K"D(*8@HB"E(*$@IR"C(6\`*)E20 M%,K!CQ&0D863,2,A(Q$C.2,)(RDC&2 MMXD50RCR3\106,/:`(ORI)%438,5A!E,^C&['WN%SLHJ$=3TG&Z;XVPNH/&%DS$C(2,1(SDC"2,I(QDDLB!V\% M&]:U_SW80L0.MB3M8&MB`LF"+6T\M]FJND.';%5]_;V.LU9%LM:DVT^H=<26 M&/R,[$F/]/>H&FM5)(DFW7Y2K:/\D+S)]/>HFFM5(-8\B6./-5%GLA\.M)C^ MC;D])0JUY\2@[D&LE)$'6Y=6"9"0^<8*QQ)PM.8HY"CB*.8HX2CE*.,H5^A, M,3CBN-!>>CX(LCQ=P#8,Q_S0*-SUQ=6"#A:>, M]B@]9\1ZE*$_V2//F9$.Y6C0T2&[$L4QZ!-)(D]-5I)(Y,&>5<\^),F<)HEJ MV7[VT`"L'&V$.>@K-!HV&3&9ST&')LT^'=GFEQ6OO$3*O#77LYD(@L!S.RR5B* M.RAX@+J7EP-MA*/U53M5^^YD1-:9``TZ\KK9*JVO\1X:(_0>H;BJJO&,/*YC M-+CD/3'"W8[?=SBW)UJ<'C\QT>JPV9YHB4A)STCN M+\5=GM@I74KKE3'"P?H*>?-FL/,962H";-*1U6J>KW`>HI(Y;D2V\]F<9&^, M32XY3]#HTLA38X0CSVSGTPF;9C6H#N?V-$,N?&::A3G90TE$ZYET:BE^G_BX MGK41#M97[48RI^>TH`+\'EI>6+BU;K=1:'J(SB,4E\YG=*,1X_>7G"=&M]MY M:HS0>8;BJIJ'I'!R_+[#N3W-XBC^B6J6)W?K`2T1K6:R:UC"]>05U:R-<+"^ M:@?5;(+DN'RV5BNJ.Z_MI`7*G2FI>(UCRYL5ZJ MEA\\PY66>7+XJAT^P[T)"4*`!AVIK]9V+6SB228A07#[#W>F(#"M& M@TO>$R/<[3TU1N@]0W%U4AC/2`[F:-#AW4X`<'(E& MYO>Y.506:,[/SG*RNUUKF>.V=%IJ0[ M5AI59,Q_>)7_B/@?#?FAZ`K_B7&&*9L:=&'\F>U_/AZ3*X(<93J&;\TXO.QQ M><;_*M]@U_31+P.-C+V[4JA=?P:9\=%U;:6,O.9%DF:J?(X"(X716QO4K1YR MJ8BCV$BA>F)0MWK*I3*.Q`LVXK$D(R-G0[XP(]\:.!2GEV)9[/=5;UO^$"_# MP.GG_E9C^:;.@[>`G\F@>Y2/%_#+SQD^6<"O&IRO9@NX83[#YPNXH>4\G"_@ M1I7S=+Z`&U#.X<9Q(>[M^#?PKM&WYOZ>C@#>06H6!#?IC,[#:`&_Q)[1 M]T!?OHZDE>!=HK?-2Y%M3B^[8]7;%\\0WF'S:\1)OHTD_ZA5UC^6-;Q%U!3` M*[PU5L`O7,,;>'X]EV6-?X#G@7X/[?Z_````__\#`%!+`P04``8`"````"$` MF`"2W_D%``!0%P``&0```'AL+W=O&`]7RHN7 MPZGJ.E75"[WZ]EY=G->B;DIZ7;MDXKM.<UN[??Z4/"]=IVNQZR"[T M6JS=CZ)QOVU^_FGU1NOGYEP4K0,>KLW:/;?M+?:\)C\75=9,Z*VXPI,CK:NL MA;_UR6MN=9$=.J/JX@6^/_.JK+RZS$-&N&MRL>XJ[+Z^>7VD-/J!BZ>RDO9?G1.7:?*X^^G*ZVSIPOH?B=1E@O? MW1_+?57F-6WHL9V`.X\%:FM>>DL//&U6AQ(48-J=NCBNW4<2IT'@>IM5EZ!_ MRN*M47X[S9F^_5*7A]_*:P'9ACIA!9XH?4;J]P-"8.Q9UFE7@3]JYU`Y2N,_:;+.JZ9L#?0FJFEN& M74YB\"5RQT:6V?PLF9!%=/*(7M8N3"C(4P,=\+HA)`A6WBN4+>>D[0!)9^P$ M`VN$?O2)*Z@O]%%WI!72*@K0!ZH8;*G6`(D[T))":0*H"F`1I2 MKLJVNGA M,V3)]C%<(W<6LK>0Q$)2%=%"A<2HH=Y/+Y+U^#C"-LZM?UF:^WQ)Z3(EC\Y!(+N]Q# MVY?1&&0ZP3V\/9?Y\Y;"4,`9J$(HFX2P/1`64C'BED.:1L92H#UG1?!$*IK/ M+$',$%C"?:JYUP7A7J8(&@@?F*2WZ\6H+%T,[G/CQ?!=L1]M2Q@4P&2348(8<['A-,RJI-EBN/N^#`FW MBY;LQ#4Q]_M4.`:%TO%RV6\VNEK<#<>KY7NGJI9!H2H#U!K]M".,]D7I!DA! M8"0NX:Y"G`NOFRB:SXU)FPJ&VDY*:O4$`.D'$H!L8V5AD%GNA;Y"[/#=!"W5 M/"DQ\9/O`&D@`8S%.V!)C`-?*H92&T`92I>/.^[X^O/]6:T_@\SZ+TWYC/9% M_0=(`_+YB*S^A,S"F7$P3.&PB\F&/;6?`I]F`/?O\1G@N[V:`09%T+QROA%_ M833E#H^\7S>`)(F5*NGM!)1JD%Y.W.''BV'G`6TE9I!1S@4QR\EH7Y1S@#10 M3CXB*V?@!Z$QX5/"&:.JB4>(\0G@!PZUF@S2IS,)K.DLCRI]T94.X]-9DD3I M$L*@.ZLWMU$G[Z>K=V`AQ(92#=)F*-R):6&. M+QD:&A%S*.IVP@=SDG9#@86V,)&P7YA88.R*C=T/545]*G;%Y=(X.7W!ZS-( MQV8E87:WMXUB>(N&GC;Q:0ROHP/X+(8WNP%\'L/;TP"^B.%590`/\%*Q.PN9 M(Q,_QO.O;;.#)[O!)W"VC_'@;MO`&1F>#'F#4WV,!V';!NX['[OK3BLR,!C@ M;P.0,H2',=RT#/B/P']GX,D1X#[SEIV*W[/Z5%X;YU(E M-R@DW&K2%FXRNY]GN+DNX$72Q_N-(Z6M^`,C>_(N?/,?````__\#`%!+`P04 M``8`"````"$`J*]!:Y(4``!@:P``&0```'AL+W=O;%_OC]\?7C^_O'R?_Y9_')S>?'Z=O?\]>[Q\+S_>/G7_O7R'Y_^\S\^_'%X M^?7UQW[_=D$:GE\_7OYX>_NYOKY^O?^Q?[I[O3K\W#_3.]\.+T]W;_3/E^_7 MKS]?]G=?^T9/C]?Q;+:X?KI[>+ZT&M8OI^@X?/OV<+_?'.Y_>]H_OUDE+_O' MNS<:_^N/AY^OHNWI_A1U3WZ>7%T_VZ_OY\ M>+G[\DC7_6>4WMV+[OX?H/[IX?[E\'KX]G9%ZJ[M0/&:5]>K:]+TZ?H_5N&5]>?_K0&^A_'_9_O'I_7[S^./Q1OCQ\[1Z>]V1MFBV M_OK79O]Z3Q8E-5?QW&BZ/SS2`.C_%T\/QC7((G=_?KQ,J..'KV\_Z*_%U7PY M2R(2O_BR?WTK'HS*RXO[WU[?#D__9X4B5F65I*R$7D7)U3*:K9(EZ9AH1^_V MG=,KMXN\SB<:+K@AO7+#Q55\,X_F"S/JB89+;DBO9XV4PJ4?*;U*N]-&NN*& M]'K>)4;D"GV7Y@_I,YZ\N$@FT_PAO:U.,TQ$JFUW](=T=](D1N0ZMJ7SH1.G M,1+',7]PI],3>6W=MX^&S=W;W:2`P)@5*8,SQQ5I\TDCW"_3@DVFJC'1K M9:+%8-@,R`9(#J0`4@*I@-1`&B`MD`[(%LC.)X$)*<3/,*&1II6!5OW!AAC7 M+.0'?S1;*DMG@]3@CT!R(`60$D@%I`;2`&F!=$"V0'8^">Q*V^<9=C72O5W% M&+=,:+L;+$U&3%1,#U+2;@,D!U(`*8%40&H@#9`62`=D"V3GD\"(E)8$1K2; MT97)AJ9#W30,[6G)W.9;9B_)@&R`Y$`*("60"D@-I`'2`NF`;('L?!+8CF(T ML-VTP8QT:#`FGL&`;(#D0`H@)9`*2`VD`=("Z8!L@>Q\$AB,UJO`8)ZSO?UX MN/_U]D"12-OZB"$3RG!LWF.4A':T).Y+EUXF&X@+[<4L#.R-E4FI.R_\%XM0 M*A^D)/P+("60"D@-I`'2`NF`;('L++%7'UB;%K;_O[6-DM#:EOC6'HBS)%C; MRJ1QGZC&LRA5=A[>'^P\:!52`JF&5B;]):UJ\:Z']T5'`SI:(-W0BK6J?74[ MO"]:=[Z.8`Y,111,PHAK4QTHOMV+A^9FY-O;H0F#LU!*:8GGWTMM=R#IX1H3B6'E(SJH2DQ70PI]$4:P3]T)D_)#67E2Z M,8D750XY)X$1U*+=CB":S^.5=K=&9*9&T+KN9`2=0Q,CV(IV.X*;V3Q=J,.= MG8@<&4#H!J;..L,-N"SSW<`B'=TWH7-FYLCK_>@>$8))R%E5,NO=8'Z3S%0L M%]*9'PGH!$-G,@65M/-=&OJOP_[3Y7*EDLQ&]$SUWXJ0'_7#D"9=P$KQ]<SN1.3*"T`], M_7Z&']ARGWJ0<=]&?`(09M4W:E`9B[V35;-ZMQ7EW&Y(=)-HY?^GMO="NO%W MG)$<&_JII*'KNM9=QVII;Z3-9&>M2#G-':)MV%ERA;/*8S[663BMYDC@C&FU M)PC!M%JDPUL=<601GSU0``]KK=[=-DY(O"9'5"`J$56(:D0-HA91AVB+:!>@ MP,KQ><JM$9&IWEI4W2':BBK;6S+2VTY$CO06 M3C'Y03#%TV=/=$8(TEHDJ0:U@C M:@0Y72VB3I#3M46T$]3K"BUJ#EK\#>KO!8T]KO'WK9B1?82KOP\HR"T4&X>< M[6&IREF*U\HH29Q=)U)]%7.>3:P0AJ-8)%-+98GC""UG4G M(^@__//RD57#T)IQWIR+F`PHO#V441!@? M4$Q'F!5*^Z<'^Q4M9U4>*E![B:C"AC6B!ANVB#ILN$6T"QJ&EJ:%#2P=SZ\( MO[-ZF89J)[)()X/JH"$S]R^HI7>&L'%HPLEREN*M:#Y?JDR[$`'J8"+*H/OJ MI.YKT[#:3<' M%CK`3IIV/NGP0\HB=:1ZHT_68S@CV2#*$16(2D05HAI1@ZA%U"':(MH%*+2N M.:CPK?M.*-ESC6!_LD@G=6K*,Y/-Z5`:T(0SY=Q0CB3IB:*%JMD*$3GB3IS5 M#;V)-U=N3!,#J$4[)WJK98KA9'4?\^=^`*WK30;0B6I_X"/A9+7/`ZE$&6$W MILO;M\-9-Z6W/^LF63DIIKAF]V/*HJ#BF^LIRDS(F3783UD`Y2PEM=R,3J.4 M'Q6B:#H]`=65M',#J,/>TGD:1Y#!LZ*IWEI4W2':AKVMEO%,;PH[:76DMW`* MSSL0B?%`A%$0N'3K+]PI,I8B[Q*OW2#*&7&0QO,TB?6#JH7(^&[L.2A'Z7#\ M(MU5V%TMJFQ(TJ#GB7Y6I1&9J>Y:U-TAVHHJV]TJ7B MCYY^-XU/?FZKUQ)F-8R"4*3Z6N4>F;1TH;!!E#.B%W-/.)K/%JE25$BK(_YJ M9U2$7&\5HIH1O9C>;E:IOO782*.ISEH1[KY)U/G43AH=Z2R< M3GU<,KV%FIQ39:.,_$S?(;1TM8@Z M04[7%M%.$-;2"9D=MJ=HWC]%>T:`&"TJ0"Q*W6*6]7V%*;Y#SO:P*^RZ'8. M3=A@*]HE-4K3E7YN9"XD_\:<4TS0G,O$5!B`W(72*&F!7R M*N>(=D'#T-+ZV.*=10N/)Q)&_@=/`&U0 M*D=4("H158AJ1`VB%E&':(MH%Z#0?N3.X*F+Y(0'_4V1H)T#R+W"E#CIR)R;J"Z<>KN:\Y-Q84BW.C/KB3#X9 M3*NOJA@R$:/@/CY?8T*86;(4;=ZF/$E7R5Q/?"$BIR15]"&1LR;4IJ/^BM5K M^'BIGC];Z?NV+#;]1(P3DMG+&7$Y-J<'VV[4G!?2ZD@TA`YL4K;35QCSB0X] MY1;I*==W![BE.7B;F'*KB_9P=[T639_G%:S]V)EB>,DF\3KCDCE/\Q95,[=D M!3W%^F29ZC&@?%/?,')IR:ZN* MMA%IETL[API!6.)3"1YZ[-_:7GLM:O,QB@FY>,M$ROGCQB%WC2,+L=4EYT2C MSV>*II.\5N<^^J)/*V]3S(D8!=-HI4R&,[$Z62':/]TT`BH"[>'"H[.DZ6R. M'GJ$M=8B'7!J<DVA MEPJBBQ\F)XKT`T29$Y/IV2#*$16(2D05HAI1@ZA%U"':(MH%*/`D^IP[+@CV MEM2YYL8* MA?Z"HJK,^A1=#0OIT;M<.[3\>6GT'--H1F1YN>:,$5E9T(81C4I0CJC` MAB6BBI&VEJI1:VS9,+*C".WP;TG*YYR!>]4EH\`\5BHPCT5TMN',`ZA@75[# M$E'%R#Q-Z#N3JF=K;-DPLJ,(S6,RXS,"U";208!:Y)^,S0?D!JI#8\-"PJM$)$C%86]PSO6FY[CBH5N_-//6#_E M59^BJF&A%1\@QO0\SF"D8%+,LS_!I+@:9WKSZ1N&T\,H.$&:1V[%[4V124-* MJX>XU*;8C`GA[+"45.>K-+Y1O16BB!+.H[V5(C0UI(J%EK3T#YHBVEL'N_:7 M5Y^BJSFBRU4CX1R9"N3TP#$/_ZC`8:0"1W^F.1,Q6G*'2\2IL>J#Z!J9&BLE MQUPS^D99M8T7W-NQXTT;.*<,J6*A=P+G%%4-"PV!,YN[JK'#AS8I*U;!#EB`I$):(*48VH0=0BZA!M$>T"%-I4%XLGGS4LL&YD MY!TL9(@VB')$!:(2486H1M0@:A%UB+:(=@$*37E>];?`ZD^0*UPR1!M$.:(" M48FH"E!X-:9B\G?"J1=4.N24X>IG1Z_J02\]#8UX7J6WP$J/D5_I.71\G!L6>J?2+2 MMW[K+EC+.]OI"15DQ9I!?G#*AB(9WFN;PRM*4I M"OS=XAU;VAK"KV/,?D"V#%R2OCY0%S(L-EW(C`F-&-/VR#ZY@&_$+T0-R1U= M3TH1HIDY*E2QD*IC8EVIVY]HL3]*\;1_^;[/]H^/KQ?WA]_,SZ_00\2?/@S8 M_C;,[2)=F^R.UEQX9T[O]$\OZ'>HR6@+:C`JOR!%8STDI(@&-=)W0DWH*=BQ M=Y;T3G^BJT9%Y_%K@0?FU.4_$=.L]K^GG&5#/;4*7.,(_I^O/Y`C88)/.UN9I1'SG MEB[]=O32Z>;+.AM]A^ZXD%'&+IWNJ*S-L3?V0S=6UN;T&]^YG<_(*\;'1G:Q MJ;XVS)PL0[U6M.W2*-\MUK3]T`C MWT2SM?GRXI%W$NK"/G]T/71"OV_T\^[[?GOW\OWA^?7B&PO=V]R:W-H M965TKX[/'XXG[^;G9_M'V\/7^X>OWTX_[]_IK]=GI\]O]P\?KFY/SSN/YS_O7\^ M_\?'__ZO]S\/3[\_?]_O7\Y(X?'YP_GWEY;YW>''_M'NO+U M\/1P\T+_?/IV\?SC:7_SI2OT<'^QF,TV%P\W=X_G5F'W=(S&X>O7N]M]?+C] MXV'_^&)%GO;W-R_4_N?O=S^>6>WA]ABYAYNGW__X\=OMX>$'27R^N[][^;L3 M/3][N-T5WQX/3S>?[^F^_YJO;FY9N_L'R#_A?=_N?S][_GSU_/_S,GNZ^ MU'>/>_(V]9/I@<^'P^_&M/AB$!6^@-)IUP/_\W3V9?_UYH_[E_\]_,SW=]^^ MOU!WK^F.S(WMOOP=[Y]OR:,D\VZQ-DJWAWMJ`/WW[.'.#`WRR,U?W=^?=U]> MOG\X7ZS>+2[7\_6&[,\^[Y]?TCNC>7YV^\?SR^'AW]9J[K2LRL*I+*GY]OIR M\VZ]G2WG)XBLG`C]=2(;KR43M5,[NWN@OWP/B^-*;EQ)^MM7N9W/KI9;TIJH M<>O*413UY<1I$P6O7$'Z>V)3YS0T;$^9,6*=O'EW3&/G?1]3-_4ECVKNG#K4 M5BH]NSC2MW/N3_,_?;43#;ZP0[,;Z?'-R\W']T^'GV*U#\_+JZV[R_^I.BZ=3;7:#,/+2*V M,*%D9&,-$@U2#3(-<@T*#4H-*@UJ#1H-6@] MPY4SV8*+Q!HD&J0:9!KD&A0:E!I4&M0:-!JT'@B<28$2.'-X(N8Q::P_G--_ M^S&Y6BU")UU;F_FF=VP$)`:2`$F!9$!R(`60$D@%I`;2`&E]$KB00OP$%QIK MFAEH2NY]B''MC/S@G\^6Z]#346_5CT<@"9`42`8D!U(`*8%40&H@#9#6)X%? M:4T[P:_&NO,K.^/:DC7U6^]I`[LW/SLZ%IAQGKT&&.>`X#$@-)@*1`,B`YD`)(":0"4@-I@+0^"1Q& MH18XS!ML+]_O;G^_/E`D4FXTX,@EI8DV>30BH1\M671[N\XFZHF$]F86SHZQ MM5E1=7WX+Q9JQ4]Z(X[^%$@&)`=2`"F!5$!J(`V0UA)[\X&SS3;E/_=VIQ*Z MVR'?WX+$F>!P9[1:V(Q_-E^%/9*(0>]M$6:4"1JO*Q>I;GX/A9Q6PI53@X%/2/M2(T?A^Q*[?R MLXK%0CDN$2N^F111ABA'5"`J$56(:D0-HM:AH=@P>X83G&RW&)39\CU?SRTR MARK]]#&?S5371VQ&:TAOAH'AM'RCQ4)E/0;(I.&")N#^4/$8L6M!SV?4]9^F78J,B<[)@(]A(2D25H''U6HQ8O4'4!BCL";.-.J$GW*[+[PF+-K0B]CVQOE+A M$YD#+>J(A1^&VE6Q,UK:$UR3Y28.K?U1M5BJ>3.5@M(&K9X=TX1@5LY$>=PH M%R.NO@BK7RQG6W586G*AJ>HK-IJZ^UJ,N/HFK'Z^GJDYKN4R([6'0\#L54\( M=[>U][7-_K;PL\HZ)V"Q9M_*Z?SU9JDHC,J:&=?'E4Q8@2 MAUP.-!AF5H?FYW%G9:B<(RK"RA:KU95J=,D64Y55J%PC:EC*S>#K!830](V% MG6EVX'YG#FRH*7/E'?7<;=C]$+(H"*$>C7LV=E)+&88)HI21#/),T+AZSD:B M7B`J&8EZ)6AN\T\>;I?(RA6U%P> M.3/*&+EDC"A!E"+*$.6("D0EH@I1C:A!U`8H&,F+H4.,Y:5Y@CYT2N0-ZJYD M.!4Y%*2!Y%Z=!SHSR@-[]R)*'%I26/I]I9=]-O.GB(7NT0SU+5&ZW M4L=+$9?TP@91XM"*0M'O5W7G*9?TES7_SKMSR(RMI,H<43%2I=Y-<\G)*BNV MDBIK1,U0E9NUJK'E@F,UAMU+5D'W3B\ZYBQ*]Z-%_J+CK*;S-C:2B3M!E#*2 M92$3)'VMXR5G(U$O$)6,1+T2-*Y>LY&H-XA:1KCH+/0QQ=N""D\O.N$/YRN9 M!2.'@HG1G7&(5>*L@HEQ,U,;K92MQF8.%S\@GV,C"M:R^\_-7`WCDJ_[=>EN MKE"W1M2P5#@MJF>&+5OY%?J30Q@WIQUO+/!XPZ$@;JS5*W'CC&3L)2PE*&4D M(SL3-#ZRL?GXVHVRW\&,7,/T68A<#AHF M,V38,+.!\QOV2G/L?B]HCD5KB=9H"2A&E"!*$66(<]+0""E%S/QJ1.3G"I!JQ11ABA'5"`J$56(:D0-HC9`H4]I MI@GBW,OU7AFRIJ2:&BWRWQLU3V_,*)9]0HPH090BRA#EB`I$):(*48VH0=0& M*'3E:9N5)6Y6&(FS(D0QH@11BBA#E",J$)6(*D0UH@91&Z#0?R;']Y<<;R@> M_TZI.:S2P])M'KRW2IV5.8SK)P*=$<;.Z)7W2L6*)XL4488H1U0@*A%5B&I$ M#:+6(;IKG5Z:Q/L7^-XFZ$$68)&MLLO9HZXNRG*F?>]R_=$W3)T*O8(J;H>Z MLF/JRD5JY`U3,>"Z2A%F5`D:'U.U2(V\82H&+-R*,*$P9$P"[X?,*U.VR_?E MB/>:'N^:<`GZIT?C]Q&[#Y6'(",^DG!5M"^V[ MOIL-G/JRT-2$F+'15)/R(2-H4A$V:;ZD3_;)]K2;HTL6FFI2Q4933:J'C*!) M3=@D>F5&[5Y;EAEI4#A,R.B486+,U3"QR&R9^_X?>,60%I]N\IP.V-Z(!WWB MRM%.QXR)[7*CWZ%*V8*RY[X!>@!FQU2?BQ%77["X.R9<7UUMU%14LLE4_95( MCS>R%B.NOV%Q/J9Q*124*RT>L9&4TW(V4B:4!S5A%(*CC>A8J.I)M1B))UN M?4P/P,R8GZN7,%HN0<'2.\F[_;##3SL'6.$Y@$,JOO6SJLB9F5/SH49U4V4L M1GRO":SM7ZAB,W\0>X_6^[T,]$?;T0N1MR(@M55(]2K-"6;33:B$OWQ M1M1BQ(UH6%TU`GK?=I'96_>.]CT1=C]9!=/[F_:)*Z.B9GV+@FD`G_=RP:D` MB,6(79$X%#P!ID&AWG!(N:0?"+XKW*!PK9]J1"Y2W(B"&S$Y%Y524+K#"\:N M"14;336A%B-N0L--H%U&W]?D!Y6!M%QRS`_AD#CMZ,5,Q;KO+:*M%CB9HO.MR-A*I`E')2-0K0>/J-1N)>H.H93001N:\Y02O MV^.9P.L6F<6V'[\TI3LID?J[CVHWZ. MJ&"ML$J]?I5L-EEEA?JU%.0;;QR:_O1D*P5EL'K-"KN1DHL@--Z4ZIG'_&J% M<2A(]>8SO0V.N*07,8@2A\QH[,-OJS\8D'+!L83&)G9L)37FB`J'W*'2ZFJK M7DHLN8Q?F>=DF\&QD=15(VH<"NZ.7*5J;+FD7Z,_=L-^):N@7Z?/K=?&7(6G M1?Y"XZRF%QHVDLDZ090RDJ4@$R2=K)V0LY&H%XA*1J)>"1I7K]E(U!M$+2-< M:,RK!('7WQ9->'[2"=/;6_Y68."]/F<6S)7NY$6FSX3%U,2E#@13-INH!U;+96)5A5)UV+K+&=ZR\<*%EHJ@$5&_GK6.^4B08T80/H:W572UC6ICT0 MQI\^A=#SZW%OS*[Q=,*A("[[`PNY0]TUL2M'3]2X:Q)$*:IG@L;5IJ[40>KT=J9R=(6"Y+['HA+ M6Y`/+.B;S/2H3)U0<%ZJ.S^3VMCQN:")!A2L[LXP+J^V^L2D9!.*CM%5H9+: MN`&U("D''FA8W1UK+#975_K$F$U&&A".!'.XX&^PWQB7]HS"WWBOW;&%K#F1 M(+E#W36Q,PKBTDIY*!4I]E\F:%P]1_4"42E2K%X)&E>O4:I!U(H4J8>]84XA M=&^XSX&?^.73:W>@(2%VSU*AG.?0[398[]%B&)$":(4488H1U0@*A%5B&I$ M#:(V0*$K]7'$]+;59&YJ[6#D^\]9"8K1*D&4!BALI]D<^R'V2COM7MJ?V,QW MO%#3+VE2ZN=W"B/UL"IR9F;P]68PV3DC\X2W-R(M=0B?B!D/K53D]22R^25; MV4Y%#7"[(:4;YU9$SHINDE'LD'DIQ;\E=>":B!F73`.QL--.V[UM1&+7(]NKBZA"]Q<\IC*71XHR8W.^%&;2H7W*C+[OH> M55-%M'%E_!D%1W-O)#=J$;]>N*7OM@J_E#)EY:-Z5.=FKPQ=S+\V%DF/JF<< M$1M,]ZA3D?D@<>6X1U>;2[553]GBF!@U MX)*3W2U&?7<[Y+I[OEDLYOK,ADL=T]];DWLX3LNA,./T4F:,KY5HK>]G>?AE/):^)4R$#<;LMX'9T=4UB1$EB%)$&:(<48&H1%0AJA$UB-H`!8/T4F\EWI20=RK*K7:' M$2;D\*WHD2L9G/3`9#]DA#FZLW(Y^G9#C\;5GIHM1E)T^RK74&6Z1?F0$;2H MX/KL`[$UW;U:GTJVF&I1-529;E$]9`0M:K@^VR+Z!)G:X;9L,-*@<.R\MID[ M;A=#/PFLDU6'@IBT5M/;4U?.W\4@2E$]$S0^K>8H52`J18HGCTK0N'J-4@TB M\_O)LG&WO6%_#]G^2NS#_NG;/MK?WS^?W1[^,+]UW"W2/;8_Q'R]F>W,\Q)J MH+ZR7>W,CF3HRIJN=#^ZHH2M+NK(< MO$(MIB]*P3+1Y6QG9F2\0I/RSLRO>(6F6/J-ZJ$K]./5GP9;1C]JW667VBMT M*X/VYD8&:OZTVGVBSL4F7=/]#=W>-?7'4'?$F]4NH5-_5(JWVYW)/(>N7.Y, MTH97*/_:F10+KU"V1&I#5RC_H"M#'1POJ1X;U&RM"CKIUY-H1EZ(DV M=<]0VV)J]""?SW;F!]A0BWY+;6=^+@VOT"^?[DE#BD[62>VB[Q[Z@?0?-]_VS:5&;=8^@G^Q/K]A\O M[FL%/Q]>Z)?1*1>@WZ;>WWS9T^_SS,SWHGT]'%[X'Z8"\]/NW<];?_Q_`0`` M`/__`P!02P,$%``&``@````A``A8\D4Y#0``24,``!D```!X;"]W;W)K&ULK)S;4B,Y$H;O-V+?@?#]`'6P`0;B7=Z/CG9O*QW]]N7+S>3__P1_W8Y.3D<5R_WJZ?=R^9F\M?F,/G]]I__ MN/ZQVW\]/&XVQQ-2>#G<3!Z/Q]?YV=EA_;AY7AU.=Z^;%_K+PV[_O#K2K_LO M9X?7_69UWS1Z?CKSS\]G9\^K[?-RU"+[S=/J M2.,_/&Y?#ZSVO'Z/W/-J__7;ZV_KW?,K27S>/FV/?S6BDY/G]3S[\K+;KSX_ MT7/_Z86K-6LWOX#\\W:]WQUV#\=3DCO3`\5GOCJ[.B.EV^O[+3V!O@]TXZ+_;S8]#Y]\GA\?=CV2_O2^W+QOR-LV3FH'/N]U799K= M*T2-SZ!UW,S`O_8G]YN'U;>GX[]W/]+-]LOCD:9[2D^D'FQ^_]=R3/R+R$8;Y74Y&3][7#< M/?]/_]$S$KJQ;QK33],XF)U.+\X#C_IZKTA@1,)6Q#L_]<+SF=(8Z9S^VHR< M?G+GT]/+Z32<75Z,MYR9EO33M*0>W]627-/T2=$C+=\QUBO3CGY^<*P>K0@] M06IIF$EXYVB]=G)E@M[G6X\G1?WCHR.FB=0CMF9TS+]G>E$V:WRY.JYNK_>[ M'R>4..@!#J\KE8:\N4=RO+KULFC7^]!RIW6N5#XIF9L)31JMZ`/%Z/?;T+NZ M/OM.<;4V-G=HX]D6"[900:1DERZ(7!"[('%!ZH+,!;D+"A>4+JA<4'?`&;FV M]2^MBU_A7R6C_,N>N6,@#O<=9[(%-UFZ(')![(+$!:D+,A?D+BA<4+J@F?VTZZTS;>K'7L`L@22`0D!I(`28%D0'(@ M!9`22`6D[A++A13B'W"ALJ;,0$E9?`AQ;8RLX/?=T&Z-VN4()`(2`TF`I$`R M(#F0`D@)I`)2=XGE5MH.+;>J-!I)Y5\Z2(!__>DIV7]PHU)"MGL-L=T; MV'EBT1JU[@42`8F!)$!2(!F0'$@!I`12`:F[Q'(O!;CEWO'$JJQM'VHR;0[2 MS@L MNM:H771`(B`QD`1("B0#D@,I@)1`*B!UEU@^I(>W?*B/GJ?J:C'N3M70=JN,<:<]MEC#H^ M0[1$%"&*$26(4D09HAQ1@:A$5"&J+63[3YW7NP'<67S'Q^WZZ]V.-ELRZO%K M0/<;<^O1IWXZ'W&$WJD;(2U.WV_10I!LX#/G(+HT1B$U;W=YW]WE(['B#F-$ M":(4488H1U0@*A%5B&J#M"-LWZOC_=_WO;XD6+[7R/)]B\2MZ'MM%/K-Q=4_ M]YQ$''FM@;B]%6:4&"OJ?KBO5*34)9GZI1:8H..*T5QD5KQ!Z-I!VC&%$B:%@]%2.6RA#EB`I!P^JE&+%ZA:BVD+W: MU57D`Q.AS)T-5B.?SC^MB[USF`C3L)OW<2)ZC'S?D8I449K&$)PW:A MD\AB8Z*"O!V3VUO"1F-#2ON,8$B9/21ZX<*[(Q9*QNC\&9 MC)RM1L=0B+R,U%W8I1CQ&"I6M\80.&NT9JNA,=@K@K2L%?'&/JG,G!$P,+SS24V]12D#PVI*/(6+5)V[]P M3Y\Q"PVDHV:!)&PD`T@%C0P@( M,I;2GC>#DA5&/G[>YVO MZRO=O"D[(5I:&UJ6*E!JQA1@BA%E"'*$16( M2D05HMI"MDO)$Q]QJ3)W=A:-K&2&51A5+5,-)9R7@F1!]B0SW;`]OO?47%AH M(*!-.H,!I-RN6P"``63&R@R@M\+"0F,#*-A(/%`*&O%`90^@MY["0@,#L&=< M%2:Z0?1S!T9=WK!BRU0\NNX,`R?[+GQM9<46H,A8!?I8=1E.G0M+S`8TJVWA MQ,UF"?:5(LI82O!PJ6TXS19&33M2OEN_JFE8>_#V=/YL6*( MJB&Y`=Q6/GB8"V/UQDYDVDE!(>)V@F)&4JY(!/4^7A.O*1N)5(8H9R3JA:!A M]9*-1+U"5#/"8HC*=A!$'RY*-BI.-NTMACBWI04WE%RR%"2/#AL0$4;"0>*`6->*"R!]"? M3<>K,7;XJ=+#6#9]7S'$UQ4,*YVVE0\)RQ;)$[I);VFD.D>X"%%L4.?XF0@: M5D]1*D.4BQ2/O1`TK%ZB5(6H%BE2MV:#UK4]&^,'Q,;;#'668'*):**I71G?54/MACH MS)XU59OHQM`;LZ;,G5G32,5V>QH(`R>Q+-2D.F=01!&B&%&"*$64(Y<HMCK.=5\G"[25%1*`(F/5GNL\ M]P4Q-AA8-WKWP;Y21!E+F7/=+'2&G+/!6%\%"I?2CJ._,NB- M076A[@;%3[WL28Z&Z=1H1L'0F4YG'A;<4/;7):+((*XT73DJ,3>AA=#VU7E@ M,YMFC-)5RNT$9797P85S),JYR5A7!1N);HFHH8H9R3JA:!A]9*-1+U"5#/" MXWE`(?T+@D>I.+E0(Y5XVP4-+^%+GT?<]YS3-F MB[$$E:!RBBAC*7,\N`I#)U9SMACKK$#E$E'%4GP\N+QPMN*:+08ZLT-(E0?< M3/CQUQL#767H'K$-LD)+6XW??$V[[A$;48SJB2!9/FX^3%$J0Y2+%*^Q0M"P M>HE2%:):I$C=G@VWWO!3Y:,`RQ`&V6>XT+F=+KBA9/"E('ELN'A&QHJWJM/P M@JZ^\I_[$@F+#N1XLW.9IY#!I-RNFR!@,)D[F"LG/G*6&>N^8"/IOA0TXHO* M[IY>H7&*=#7+#'1O+PAU6_X%X6DNW7*ENE-!2/G7"L\6R?.Y`;0T[:SPU.TZ M*$;U1-"P>HKJ&:)^^J4_.T_NK;J];K#_6?Q?.Z>-V-#R73^?T,;$>/IO3YYMZ^,6D,W_H7>FTUJ?7^A=SO3 M7X*>-O1%!Y_Z6MS1%R#TC>O.G],G:;'ONX"^,*&'?PKGGVCJJ,%9ZW/Z(H/7 MU9=-M=I_V;X<3IXV#S1=Y\V;:?;ZJQ#T+T?SIIK/NR-]E0'-*'V2G+ZR8D,? MQ3E7G])[V.V._(OJH/T2C-O_`P``__\#`%!+`P04``8`"````"$`6Q(@`-TH M```HZ```&0```'AL+W=ORI=\G M8OZ#0N];ZNH+NYMA^X357?=+3$R<<^:9EFA+84ETD/3VWO_^+!20!2`7JIK- M\8MH?Y5(H%8F4`#JTC_\Q[^^?7WSS_O'IR\/WW]\F[U;O7US__WCPZU__6?QC\/;-T_/=]\_W7U]^'[_X]M_WS^]_8^?_O?_^N&OA\??GS[?WS^_ M@8?O3S^^_?S\_,?M^_=/'S_??[M[>O?PQ_UW'/GUX?';W3/^]_&W]T]_/-[? M?1H+??OZ?KU:W;S_=O?E^UOKX?;Q)3X>?OWUR\?[\\/'/[_=?W^V3A[OO]X] MH_U/G[_\\23>OGU\B;MO=X^___G'/SX^?/L#+G[Y\O7+\[]'IV_??/MX6__V M_>'Q[I>O..]_9=N[C^)[_!]R_^W+Q\>'IX=?G]_!W7O;4#[GX_OC>WCZZ8=/ M7W`&1O8WC_>__OCVY^QVR+;[M^]_^F%4Z+^_W/_U%/SWFZ?/#W^5CU\^=5^^ MWT-N!,J$X)>'A]^-:?W)(!1^3Z6+,03_Y_'-I_M?[_[\^OQ_'_ZJ[K_\]OD9 M\=[AE,R9W7[Z]_G^Z2,DA9MWZYWQ]/'A*QJ`?]]\^V)R`Y+<_6O\^]>73\^? M?WR[V;Y;'W;9[@;V;WZY?WHNOAB?;]]\_//I^>';_[-6F?-EO:R=EPV:[[S< MO-OM5YOL"B=;YP1_G9-]T)*%VM'.\1SP]_6UWS@G^#O5OL]6Q\T>;A:#`"^XDOLD%E+DK$&N0:%!J4&E0:U! MHT&K0:=!K\$0@$A,=)1(S/3`*CEIK#&$1CFYB3/N@[7);B9A3T3.1'(B!9&2 M2$6D)M(0:8ET1'HB0T@B"='%KY#06&-DP+BZT*^=4=SYM['0I\EH2D1$ M"B(ED8I(3:0ATA+IB/1$AI!$&N)J'VEH+D7KW3O87WDQ,HYB>1W!Y3V0]T;) M.QE-\A+)B11$2B(5D9I(0Z0ETA'IB0PAB>1%)X[D71X\C76LH2.QAGNEX60T M:4@D)U(0*8E41&HB#9&62$>D)S*$)-+0+-7"V=*RAL8ZUM"2];B,&&YQ)`C,?U2?QJBM39F>VT5DYA*R$[<+@A&))S33V"DF-N9+4H5A2 MM4`]F?U#+2FAG*T*1B6CBE'-J&'4,NH8]8R&",62FJEK**FY5NQP';AR^H_5 M/&D]S8K#05:O4:6@[_YG1CFC@E')J&)4,VH8M8PZ1CVC(4*QUF:*&VI]89!U M,^)PD)TFR:&D>LEJM@YT^A+*V:I@5#*J&-6,&D8MHXY1SVB(4"RIF01?(:F= M,\.?7'X^9`[%(X)>IGHK*7AFE#,J&)6,*D8UHX91RZACU#,:(A1+"B4B2F=L`%Q+6E%3CK4484$2W$R[TQBI`9T8YHX)1R:AB5#-J&+6,.D8]HR%" MD918?\12+NLWFL?Z"0KT8W1FE#,J&)6,*D8UHX91RZACU#,:(A3KEUK(N%1\ M_OSEX^\?'DQN)O-R@QLB]C;)FE2I"\8E8PJ1C6CAE'+J&/4,QH31_'F=GM(7'H&\H MX7)O)=X+1B6CBE'-J&'4,NH8]8P&AZP0LI1:T8+;6H2QE1BWK5HO5V MHU0)U;9%IRQ2HS<[O5;K<<5;+'70R\AW4HHV9I/SS MIRS;K]0:KG#U;\+Z.5$FS[Z1VJB2,_$=HQ;GKOKU_D;%H!&+I>I;[WF^^LY[ MDK/O'=J%SM<;=:48?,&D]S@-S/+VBK'"K8:])!\P`)E18..?]CAYE&S`F`%G M,?+;%SFC0I#W7GHT[[T2(^^]9M0(\MY;C^:]=V+DO?>,!D&C]UAUO?@V*\7U MS7BCZ8KI.:_)UQ:9/[[SZ<0^.2L,W))99X]\01J"S7NOV%7- MJ/&N)#E:C^:]=^RJ9S1X5_`>10-)'8^$8Y]\S0,=HZ=X-T(0@A#T2WV/QUO) MJ9\9Y8P*1B6CBE'-J&'4,NH8]8R&",5J8T)TQ75G8\R5I!;%#R'=J"7@R16$ ME9=T*B@H9ZN"4S<(%5@,Z,D9#A&+]S"I,YT"VPB!R04B[>HMRP*$P!QP*0YG(`6<5 MYD"BX.;&SW3C<]`+J->/NKRVVC@4C[IJR7GR5C*0G!GEC`I&):.*4YT8G1GEC`I&):.*4 M#!B=&>6,"D8EHXI1S:AAU#+J&/6,A@C%^NDI[)@%-_L7/+!@[E7I-'`H3`.' MPFCR%5A\A6F0*+BY\7O(\6G`_35I8,S58&!1-!@0.IN[(2@86.6,"D8EHXI1 MS:AAU#+J&/6,A@C%^NE9[)@&Q\T+'GO?\HQ64)@&S@KZ39L?B31P5F$:)`IN M]G[++SX-,VN[8C1PD[QP-'`(5Z*IG9N]WJ393E;3;(M1SJA@5#*J&-6,&D8M MHXY1SVB(4"QI:F[[H@>:\-XZ=3*+@J>73LXJ0&=&.:."4D9#A&+]S/0P M[-WCQ-4^6_?R.R9;-\D,.[U%X4,;SLH\*C*-`[15[HS,A&4RX@>:O)4,%@6C MDE'%J&;4,&H9=8QZ1H-#B8A4'N/O*RDO3/"S,8]^./W M9\8;3+DWF&3WC@65'LW757E7,P\T>0-QW'C'@EJ/YNOJO*N9!YJ\@3@>O&.@ MJ,M@6(V[S/+T>#17\;&3_2@^$YH_C[-S=>&!)F\E)U,P*AE5C&I&#:.64<>H M9S0XE.H;>@TR3I[&NT87Y.;5R,ZM1C#KF8:4S5[?T1`K7$XG*^XASI4?Z')? MSLM-5J6WFO=>>2-Q53-J&+4>S7OOO)%X[QD-$8KSWBP>PDO%A4"XM8:7ZH.Y MIV1F^KB\3A+SXT_.:OGQIY01WU=W5AB"QZ=:5NJ^2B%>$*^I03KFI1B%5R1M M5*6,J#UUW)ZUOJO6B)>E]K1BM-2>+F5$[>E5>U9JO!_$RTQ[XO0PR[@P/5YW M-;.+P7`+>F>1N4$W!6FS5Z$\.2OS;,ADI:-T]D;2!7+QOK M#A[:;^G]SE=>>2.IO!;GMO+-RB_!QLH;.;Y4>>O]SE?>>4]2>>_0A8>>?,&D M]S@%S+HR3($+(X0Q5U=&B[#1*LT\F?;!RNR]+@36&?D'AW(IYU$AR'LO/9KW M7HF1=U4S:@1Y[ZU'\]X[,?+>>T:#('[H"0_5QJJ_KN/QNGUTC/CXG8.3H&!E MQ"AWR`V[ZYVZU!929&98L0\SB9&OJF)4QU7A"VGQ&].-%%FJJA4C7U7'J(^K M6O-@Z12Z_$ MR'NO&36"O/?6HWGOG1AY[SVC05"BIYAU_16JNVV`<`9C4?P0[EY=-D\[9^4+ MGAGEC`I&):.*4=A]!)?OQVZ,%=S5IBKR57^S"@7 M7^Z9\./-2IUR(1:X^$^I0W,S]EPQJL65//]^T"]S-6*Q5%G+GCM&O;BRE6WQ MM'M\U1K$8*:N.)9FY^#E@]J-,5=!LRB\E#BKY4F7&/GA.&=4"/*#?>G1?-PJ M,?+>:T:-(.^]]6C>>R=&WGO/:!#$EY(;=+-(]5=-ND8O*AC&<3SI$BL_0IP9 MY0ZYL6]SV-VH.RR%%)H9(>S8)T:^LHI1'5>V/JSU=DHCA98J:\7(5]8QZN/* MLL.6IEY2:*:RN+],QH$)?J+WAU8GB?<\#:`0VKJY9\>&]/W)%;AI<7Z M"JXV.5L5C$I&%:.:4<.H9=0QZAD-$8H3V:QYKQCXC;D::RRZL!]WXPKZ3GIF ME#LD4Z\-/E<=7]0**3332=WP0Y554L[77ZO*5FL]!6^DT%)EK1AYSYT@_ZYQ M[Y"YG3O-,OCE,%_06P5SD3AR?\N*_897[`Y=FG[9@D&'.+N"`,!D&)ZXE98H>JOV[^91?J43`<"C:];ASR MP\294>[0-`#N5_ZYJC%>A11:&I-*,?*558QJ5=EJMU>5-5)HJ;)6C'QEG:!P M`+3G?VD`="K-5!CW&;/`#J-W83;@UN/^HO[AQJ)H#C:A^;P[2SF?=SFC0I#/ MZM*C>>^5&'GO-:-&D/?>>C3OO1,C[[UG-`CB/K/_6U;]HY=X'N$0GM*9!C"' M@@O*V2-_CG1+*G=6>,'%;.'LL'FLMG0+L9@9G.V%QU!#DC/$,MPN2,"N]*K$J/O'S!-7D,>\6N:D:-=R7>6X_FO7?LJF%?P'D<#8^,5P][>F"O5'<)0-TU,-GK[Z"0%_4!Q9I0S*AB5C"I&-:.&4OR/:_+'3*/"@0IZ5\P&3OFR5N)RF=&.:."47&7/5RA^)>KG:_3^;SAZ9@V,L)Y6Q5,"H958QJ1@VCEE''J&:4)^\E<]@Y\M'(&>K@E')J&)4 M,VH8M8PZ1CVC(4*QW'I)^_\A-R]W]PY%Q^U8?E]VX-YB?B'P3%:JM;`R=O)=*>&>6,"D8E MHXI1S:AAU#+J&/6,A@C%:D,)4ML\B'KM0&+\J'';H5AKM7XY[2BW8D+B0L+QT.UB$`45$.C$Z,\H9%8Q*1A6CFE'# MJ&74,>H9#1&*I;QNZ7;@I9N@4#]GY=&9K7)&!:.24<6H9M0P:AEUC'I&0X1B M_^46RWKPZ.R/S_.*TDN97W[R5)'W!J&14 M,:H9-8Q:1AVCGM'@4.+UGD-J07>]]KR6&QWC%1-_^^+DD9>5M;>NYE]]%&*!T7*VLO(E+:I21M2B6NJSMU'VQWVF$K\1BZ46M:G*M$9=RHA:U$M] MMD4WZ^-*!600BYD6Q3W1K!C#GFCF47;/X$*ZF()J*661^9+%%)O-0>_@'EQ! MS/4G*RW%.65$4N3.2FZ59]L]O@*NMC<+<86)\&Q]I1@M-:I*&5&C:M4HW'?$ M(TQJ9&[$U5*C6C%::E27,J)&]:I1F]7ZL-FKY<,@KF8:%>7-4:_(E[-E-(^S MQ:'PSKM#>$M`AMTSHYQ1P:AD5#&J&36,6D8=HY[1$*%8/[/4#?O=!?V,N=+/ M(C4XJ^P_'9U5..Y2;TL940[ESDH&YQM]N[`0@YEQQ]Y03]6E&U2EC*A!M=1G M1\+M3:9V(QLQ6&I0FZI+-ZA+&5&#>JG/-FB]T]^^'\1@ID%QAIB5^Q498LQ5 MAEBDQF-U13T=74$DRNSX>$X9T?GGSDK&XYOM)MML5$86X@K5SM97BM%2HZJ4 M$36JUHW*LLU!7S(;<;74J%:,EAK5I8RH47WCJWWX)FGW)>3*V/!J/1HOFM5WDA>T9#A.)`8&B,1KW@EN&%G#8EU0!H4?Q<^E%=)4Y'5W"I6Y]31M2MK6[2+Z@295X"MM-3:KC)F79>J,O;HTX6FI2*T9A;=I3 MES*B)O6J2;O-1O_>T"".9IH4IXS>`[J0)[S9<[0H?O3DJ!9Z)V\EJ7UFE#,J M&)6,*D8UHX91RZACU#,:(A1+BO&)>N$K[K<=C1_5)QW"*G"Z_&^.:GUTDH+^ M3M"94P$OOA=GB\8#A+#P;ER" MG1,L3[`BPRUG([Y.W&GRRE5M+!E,886JS0MU'0AAL M46Q$+(8A846+/EQ+K)G;/CX>]_K+,XB*,\&?V;`C3HGZ='(@<@DK:A6"Z:JT M6[;9YH@[(_'[Y@BNL\&?V68AW(D*=;.0``E?U"SDA#6[\'JQF+WH_>)LI=?) M?J%Q*85XR6R]_?@VWEP^ZIM]8K;\$L*,D0$&MF M?@YJ@3I5%9ET#`-/PEO0LCB),KV#?LK$+!PS@G:-43HGK4B+7,PP`)D%#0T\KJZYZ9'+FY>TJ)*J MHKDPM:@6,]L00*V*(##&$@=@0,Z4P1KM(83.PO^(>#&[YC3)'>R3",$A,5^ZM_JP].JLK MZN\"0'IBD)X8I"<&Z8E!>F*0GABD)P;IB4%Z8I">&*0/F9+>['B$R6VD?]UK MPGC:)*&^8['Z^J[,5#12?RH:)#XQJ$\,ZA.#^L2@/C&H3PSJ$X/ZQ*`^,:@? M,J6^V?O0ZK_J-=8LL]LH<>H[%HNO[]],12/QIZ*!^,0@/C&(3PSB$X/XQ"`^ M,8A/#.(3@_C$('[(E/AFXR$4_]*X;C'C[^-8[[^.@9&$&$82 M8I"3&.0D!CF)04YBD),8Y"0&.8E!3F*0,V1*3K,,OT9.M[J/+I..Q0E+FW79 M9";)"86)06%B4)@8%"8&A8E!86)0F!@4)@:%B4%A8E`X9$IAL\`.%39C]8M^ M`R]#TM+=,L>BFX_,H*PM&]A!66)0EAB4)09EB4%98E"6&)0E!F6)05EB4#9D M2EFS#`V5O304V&4K/$H"?L@RQ_R-1DPJB$%.8I"3&.0D!CF)04YBD),8Y"0& M.8E!3F*0DQCD#)F2$_TWDC-(U"MN/N(S+9RTED6W4)P=F)_AZ14$=+G%GI]8"'U#<*2433KJ2O&I[5=?T7CDV-JTX+N8H@9!LMIN<2=R5M)^_., M&6)F&Q(\WXN836R^!L1LLI(:$"5BB!(Q1&EB\S4@2I.5U("X$$-<0A8/=(A5 M'!%`;7HB[\X0_LZU")B3JTZU" M)B2LJ%5(#FOF6K7-#FH80:HX1_B3:I1*'K,N##OUF#PWXQ>ZKKA*KMWR,IR+ M.!9]U'JK/ZZ+3+)%%[?>SH&5]!.DC2TI>W]\'V(U_2`"3-U$QI M`#+$-4!>B-+OWB!!G,52"Y`@D^_Y=B)!)BMI`;(A:L$FVZIE"K)AN04J&\Q" M-R,V%^ MR8!(N+*7QFUK)B-DAK>JXIN,B)7S-#,821>;UI/$3XXC;@E^34 M;`+1?$$;$-^I/FD#HCFQA38@P%$;]GA.(I8!X5YN@DH`L_I>2H"7??PW6[M5 M?-0[+8M[Y\3\6>KK$W+"6H4?`$XP1'SR)CJB=TYLO@9$G&I`>(DAGI,WJ0'1 MF]A\#8@G>4/PB"%=/7? M9FIFB?F',_-%(?S$?%$:>Q`+:S8]8G?4'U]`:)Q)V`C=MQ"LJ3[):`1K8@MM M0/RB-F"=L-ZH4T0\7]`(1'BJ4!J!"$]LH1$(>M2(PVZW4S=7D`/+;5!98?82 M=%:$GQEZZ0AH]R3BSF=9W/DFYD]31PE98:WB$9`88CYY$R$1X8G-UX"8DS<$ MF!@".GF3&A"^B4,-<7!PN8^#8<1XY*PIJ06UK'M M^(3&/^AQ$+,:,V4P_0P&16^FVF:6DF';+K7(+3W]6/HAVSB&A`IJ5!-%1'\R MDY1&](DA^L00?6*(/C%$GQBB3PS1)X;H$T/TB2'ZQ!#]D"F%S?(L5#B8[%\2 MVZ[LHL$-ER(3WN`V"90E!F6)05EB4)88E"4&98E!66)0EAB4)09EB4%98E`V M9$I9L\(*E;TDIUV1Q7(ZYM=&D),8Y"0&.8E!3F*0DQCD)`8YB4'.D*G3-RN. M:T[?V.O!Q#+\0JWT29S^Q'QWYDNELXI?%=$3$VADG46OBO@*I%)H]()*H=KD MS3>-9D,0(!"N%"8?L[X1B,GWO!4" M,5E)"Z!ZU(+U2F_M0_7E%L2J8UEUE>JCO;I@.1;UB*W^1?!3)F;+/<);R3GG M4M*E_^:PH?1WI2ZDO_>]I+KW)2VHI07+#Q6\F)0WI;J4OXS7:G]GD+L3`/FBXDO/<];U5-OOS,#])'+=@= M]2_E0G4GS$P+E.IF51"J_KJ)!6[PT@($@UJ`8,0MV.OQ#\%8;H$*AEE(A,&X,&*)S6?;>;+R$VWDNROI&42=O$D-9<#F:X"$Y`T2$H-H80U*(K/8""5Z9;ZZ M-4NX1V!&#:-F>%]*F.^!T&E:[_ASI?D`I+-F;JA8X\<@U9062CI/R)&EL6*J M3_2&DA/S):D-$#=J0W:XT5T$6B^W0:EO5BA+ZK]P2W1K5SK19,6Q.'&MG9DX MS0J$@%@K7*A$(*A/#')/WL0.B3NQ^1H@-WF#ML0@YN0--2CIS%(EE.Y2W[9+ MFU@BQS"CF>389NH2A.X^FSUW?IBUX#CWIT[3%=D\JMUGA&$;^1+D#9,$OW*2.X`3P M@RV)(T6NH(ZL&O>R6.'"`/?HLJ=23#D?%BJ]NV03WVVJ"/;.'-COUT!%IC M`I:H9XN$P)4O=00:I+//)%\Z]TRXT]'>X'QPMR-1C^D>V))/'4$>I/O&!JF* MQ52J#-J&C9[$D3'UDV>:F<1/>LM,VB?S($,],SF/^.!!^%0+D`=X+CMQ!-4D M:S')EK)'%>D:3'=+YE-F!J&DRN-PD>IM9B_R=MQNY!9C-V%WBW]2K<8.R=Z4 M2[7\Y^SVYW0KT+S4F:+927N3&@G[G[>W/\^,BR;1$R4^(/BIV.-1A/WM^#`' MG[UYG@-GCPTN\4_J7*(_,Y$,*4+/FRPO<5[^"DM\6D$HQDN@]Q.\V$2 M:)8\9CXR8A(W50PWWE?PF3R&MW8P M5)E7D]DGCIENE.Q'I^/FUGSZFTOAZ]^WYD/>?`3?\L85*'4$*J^-RJG=/(9O+&R,SU2Y#]BI-A%(*7D^(,'P:T:)VG#$_,P2'\$O M)MV:'T7B(_@-(AQ)1?IT7$'!5`OPJ:Z3E8X4B>/=#C2)X^<=QF.I+(%OT2&,TWUH0][I!%^C9W5^;!'1N!WQE-' M,(#AY[)31S"$X5>?^:3#D3YYY+Q&8N'1 M9JXG7V.PP-.U./)^JNCIIQ_^N/OMOK][_.W+]Z1Y]<[\'/S"I?OOFEX?GYX=OXW]^OK_[=/]H#&#\Z\/#L_R/J>"OA\??QPGZ M3_\C`````/__`P!02P,$%``&``@````A`*5W;@O+$```;%T``!D```!X;"]W M;W)K&ULK%Q=;QM)DGQ?X/Z#H/>5V&Q^&K87MKIF M=X$[X'"XCV>.1-O$2*)`TN.9?[]1W565%9DYHM@W+Z-Q9&8Q,JNZ(KO9K/=_ M^^WI\>K7[>&XVS]_N&YN)M=7V^?[_N'Z__Y[Y_^NKJ^.IXVSP^;Q_WS M]L/U[]OC]=\^_MM?WO_8'WXY?MMN3U<8X?GXX?K;Z?3R[O;V>/]M^[0YWNQ? MML^P?-D?GC8G_//P]?;X'=XRQO[+E]W] MMMO??W_:/I^&00[;Q\T)_(_?=B_'/-K3_5N&>]HGWU=/_NGU^?]X?-SX_(^[=FMKG/8_?_,,,_[>X/^^/^R^D&P]T.1&W. MZ]OU+4;Z^/YAAPQBV:\.VR\?KC\U[T+3-->W']_W%?K?W?;'L?K_J^.W_8^_ M'W8/_[Y[WJ+/JO_8]_ M;'=?OYTPWW.D%#-[]_![MSW>HZ08YF8ZCR/=[Q]!`/^]>MK%M8&2;'[K__[8 M/9R^?;B>KFYFT_ERU<#_ZN?M\?33+HYY?77__7C:/_W?X-6G5$:9IE'P-XW2 M+&Y6\_ELL5IBE%B9NE./R]\!/!I\\8?U-DN[B9+R?M M&Q*^':K73T:W.6T^OC_L?UQAB:,\QY=-O&":=Q@XS\*0>)F7/YH6S$<<;+CL)T&0@7<(H&2!:;O M3\@BCA*SR)__.0-56HIR]L@AG09"!1!EK)N:LK_LK.%/GB5,@;)-0(D8^]0;67O7Y) M16>*8'$J!`T2:H0((O>:8*SN:AWE+0G-FZL;!V+R">'J+A3Y MXE3(&R34")%O(/&:_;BUT8_$]#/$_)>*OWB5!"P4".(4HGY4*V3\!*`STC.0 M(4Y![=)WXB4II+'69>=&YS4,WT.<0M23*H77%WDSJ`\VYOQIGQ,T[[NS7F;O M+-19*!#$G**(5)SZ)F*"C[ZTBTAB5+--$!=UK==%\T3WWN]308*)`7IQ#%J4KAS.69 MI*Q>+0/$*K30&A\[+4P1O*32!@KDQ32C1%4T^RMVNKRY7(F:0>RHT@GB2FNE MSX%UI4M@SBJ0%Z>`X74*2]P/7;[KQ(&4&B6(,]"M0%.\,MW.0H$@RF#J".H< M&_^%NV8_#///$//7W8!X%?X6"@0Q_RA2U2)Z?:U/DZ15:SU!W,\NM.B+E]`< MQD)@A@)Y,4VEF'&MMZLQ7=?4JFF&N-):],4K\^TL%`CB%**8O;W22?KJ2@\0 MYC(3N)L:J+-0((@Y.9HYG^=]E"!9IQB=JM^ZRU_!\ M*`:&#%'@0AH&SB&JT]OK&KW5A39`5%<#=;'!1V#E%0AB3E%N*D[5UGRFL$FG MZFE/4%W8!%%];&&35UU8+W`I;0PG$<6H2N(,\T&Z:@V9#E!5LCL+=18*!#$G M3_-F_=/%X_J\:=*O>L$D MB+:SI;KL[G)@)=T6"@11#JTC?./ZO'XDOB0SQ"GH!DJ\\H;862@0Q"E0%_._2/A: M*WP)4F76G9!X"7Y2C>M$V#J36QJLK(M9:4ULBU>0M-`@;R(YNQ/T\A^)$XA0R`DW?5*:Z1XE10L%`CB%)1& MQJ4R:E><6?E,$%^L*RV?XB49)/F4)R>!O#@#)9^OKY695H$K::HH M"6R3E,3KS'MO9IX@WMI,"R=>Y<*R4""(:3JZ-NZ+T+@AJN)G"'63);S679QX M20IIK*I9)B].00G;:&F.79#.($&<@6[C(^>O^+@?6_$M@GI1`7LP_BE%UP9Y9Z]%;K?4!BA6J%HKNX>;%*W/J+!0( M8IJ.##;IH=FEI;9".$\0EUIW<>(E.93`#`7RXAR4$/9[XXA;EKF5R`QQ`KJ7 M$J_,MK-0((@3<%1SW#<8(4=#LE7I)"&DNN@$!>G$(4L[Q=^(E-).(5C>^Y,4T'<4`X6N!C2F,^E)A$0=2 MTI4@SD!K;PZ45=-9*!!$&2R5]K[>I??>3#-!==MBHR+UZ201I+UD,@+\Y`:>:90EM= M7`X0]8=MHZ5=O(1F":94EMAC+]0P`Y!:WIJGOR(E]`L@1D*Y,4T'6$<=R.VM-*8(:ZT?NX@7IEO M9Z%`$*>@I/%,I:WZ+0=(+6K=@HB7T"R!&0KDQ30=]1O7KB)2E8220O3N$B25Q924R0JK16;O$2FE82R8MI.I(XKG=>647, M$%5ZJE5=O"2%-%;5?)`7IZ`4,5Z6(Q>+5KB)2F4P`P%\N(4E%J^ MO@&NK"(FJ&Z>+=19*!#$G)3\_3^:I975Q@QQ7;6$BUA0!#GX&CCR+O; ME17'#'$.6M_%2W)(8]7+NX8X!PS_=G%<16^E+`/$&\E4:W@*A)?0+($9"N1% M-->..([XEJD?AOEG"&Q$&:=:W,4KD^TL%`AB_AKVV\I>AZL61#&&:RS8WU<_< MN^Q5O3B2H3JP;:5%X224(IYA;D5O/4!46`-UUBL0Q)RBSE3?>/:=QIM^;K(> M%*K^]C-#=6635UT@I[+)JZZL$]BVTJ10%LW$4)6+9:"U:%M*WV62N4B(6PF5@DSQD4>_"H,1388BEQC MBAD2,)=C>DIZKLHQ5*_;A%&5$X8_92W;*[*9)#>JLA/:MM(-JEP<'1SU:+V9 M6"DL&%^2NN6KW*I+LLAHQC`G-:;RN$@/FXD5Q(S5MX@.AM4RQ%9^8%9CBIE2 MQ7,KQ&IA,QDP;NE:W7E6;KED(%M",P:R-:;(*O7KE6;$^Q7-Q`ICP7@UZ,ZT MA&U061 M])7SD/YN>',GGD`H@MYCG8/U)Q6*WS`AP\F#PV%W3]O#U^W=]O'Q>'6__QY/ M%8S;\,?W!1\./?R,]8EC#[%P435K6T=;7SUC:R;QN,3^Y31KDZ,4C6T2X]"U MN)\7X]`WN+8VVOH74NR8\VCKY<7:%M'6GQ%G;!1.#9MNQK!"#!WZ>!0GA,9IGP6AXA.59,,EX M'N18UI@J/&GQ+)@H/-QP+"O$X'L+SX(8?%7@65!K/('W+*@U'GI[%M0:SY(] M"VJ-1[2.98D8?"/K61"#+T$]"VJ-[Q8]"VJ-K_,\"VJ-;\D\"VJ-+Z8*_$LR`&[VLXEB5JC;_<'1;4&J^,>1;4&F]B>1;4&J\X>1;4&B\..98Y8O`>L6=!#%[/]2RH-5Z2]2RH M-=Y+=2P+U!HO?'H6U!IO4CJ6.6*&_DOO+G/$X#F.%X-:#P]O30QJC6_[O1C4 M&B^T>Q;4&J^).Y89/@<_N?,L^!S\%LZSX'/P^S'/@L_![[(\"^8'OX[R+)@% M_+S'L;2(P>^)/0OF%+_4]2P8#3^!]2R84_SJU+',,#_X,:=GP?S@1Y*.I44, M#DGP+(C!N02>!;7&+_X]"VJ-']E[%M0:/U[W+*@U?A3N6*9@@%.!/`L8X+`= MSP(&./+&L^!S<&B+9\$LX-01SX):XQ0,Q])@-)R#YEDPV\,9KGK%-_BSG[[9\,(ZZ?ME\W?['YO!U]WR\>MQ^0=,ZZ8_S.PR'90__..U? MT,SBO.O]"6=<]__[#:>:;W$6TB3^K/++?G_*_T!);\LYZ1__)0````#__P,` M4$L#!!0`!@`(````(0#K6Q[NTA0``*]Q```8````>&PO=V]R:W-H965T&ULK)W;7^[W3Q_. MHW>+\[/=T]W^R_W3MP_G__>/_&]7YV[US.R\/3RX?S[Z^N/ZXN+E[OON\?;EW?['[LGNO)U__QX^TK_ M?/YV\?+C>7?[Y5#H\>$B7BS6%X^W]T_GUL+U\RDV]E^_WM_MTOW=[X^[IU=K MY'GW[TXQ]WC[_-OO/_YVMW_\028^WS_B>W#/\#\X_W=\_YE__7U'9F[L([B/6\N-A=DZ>/[ M+_=T!R;L9\^[KQ_./T77_65\?O'Q_2%`_[S?_7SQ_O_LY?O^9_%\_Z6]?]I1 MM*F=3`M\WN]_,]+JBT%4^`)*YX<6^)_GLR^[K[>_/[S^[_YGN;O_]OV5FCNA M.S(W=OWEKW3WY,:%)';/P]_?]Y_>?W^X7P9 MO5O%R>551/JSS[N7U_S>V#P_N_O]Y77_^"^KBMB6M1*S%?HK5M;ODLO%\BU& MEFQD-1B)*!PSM9)_!]_I[Z_7NF8C])>-1(MWE]%BL[PDNS.U7W)!ZDE#P=D" M&RY`?T?A"T'O@@D([Q)?2X3\17V/&Q%6C2H\,YW?*/6,;0D M.2SQ#C/+%D@*)`.2`RF`E$`J(#60!D@+I`/2^T0%C'JL"M@OYZ,QI&/)1.?C M,LC'033D(Y`,2`ZD`%("J8#40!H@+9`.2.\3%5ZSJ_-73?/Y:-0ZAI;$7CX" M28%D0'(@!9`22`6D!M(`:8%T0'J?J(!1MJB`F7Q<+]^9I?]\[$Q!'3LF=F-D M5HE;)C0XNQ%R$8R0*8OLWLP4R\:*1:LAD97_9BVO;F#>ZX-K?Q9$LL.M86C[)*'@36:2R`%"*J@Q1CJA`5"*J$-6( M&D0MH@Y1KY#.`K,L]>-W>A;P@M8/)2,_"QBIQH21P.RW34;Y63!6,%I/9`&9 M5W=Q)`N,/!@++%)9`"@UVW$JZ*DR1#FB`E&)J$)4(VH0M8@Z1+U".@O,,N_7 MLH`7B'X6,/*S@!&%;V8^,(=W81:,%8PN)[+`K+W\NSB2!7:IIL8"B[SVW=)& M-&CR%%&&*$=4("H158AJ1`VB%E&'J%=(9X%97/GQ,V/!)9UF'IT0>%7F)P$C M/PD8'4D"5OE#P5C!Z&HB"I&K#@XJ]HZE2PG4D09HAQ1@:A$5"&J$36(6D0=HEXA M'=*QY>(OG:?$N'P4I*,='E@YE8LVV]H,Z[D,53FB`E&)J$)4(VH0M8@Z1+U" M.MKALM;TPB@Y87<6XPJ74>)U0T0IH@Q1CJA`5"*J$-6(&D0MH@Y1KY`.I5E( M^@/:D;&`UYW>,!8S\N,'*$55ABA'5"`J$56(:D0-HA91AZA72,?/K'G]^'FI M^/K]_NZWF[W)S=$UPI*>.]FG4;%=.?OS+"-J.>G.6X?HZH0%0BJA#5B!I$+:(.4<_(!D+'WBQ___W8\R+:3VF+5.P'Y,** ML;>B5

9JZD02T0Q1CJAP:-IZZ41BO4)4(VH.I%8[Q#U M"NEL?]N.*\8=%R/S9PAQ'+L3/VX(+NB/^]@0(Z(X=L=&/$I9U7)Q&,:2Y'*U M##I\+F[.=;="1',NE6,B<*EB%;L4+1>;R[4[YSBX78NE.9\:$#$VXI!/%;.'\'OMK*PG>"/H=V:*E?\MQ'$1O&UN52>0ARS!_ M!I%TAHS++GU%XZD=1>B?'+0^U1N`6MY?I< MY8VS.WWKK1-)Y9T8MY7'FR"DO5R?J%RU/F6V;OWY\?H@UWMR1DOWF9NM0],W MEHK(VR0BR@4YZX5#T]9+$3GK%:):D+/>.#1MO161L]XAZ@4=K.NH4Y_X]_N< MZ5G!@;D@=T2S%>3V2:E#[AYAG,E817=A>EBR7B0K=[!C^Y@8FAAG#J)"1,Z! MTJ$9!RKM@!E\KZZ"7*_%TIP'C8BT2'7"`;D[#,>_E$VMW`/V#%'.R+->.#1MO413 M%:+:F9(1KG%HVGJ+ICI$O3-%UG5KF-."<.([Z5$K33K0`!8%JU9W&G[H"ELN M2).=W&J**$.4(RH0E8@J1#6B!E&+J$/4*Z2C&QY0')E8\"1B:9%9RPPK`UQ_ MLHH>3[N0LBV]\`C62!D7Y.$M7E\N@[$E%]/4D08'PAY4B,C57SKDRL'P6NGZ M5ZMEE`2;G%H,S3G0B,@YT#HTXT"G'4@6*_J0^?#TYI"OO1B:<$`W."TWH#OQ MX>CI)U)+8R48VRPR`^W0#+B.Y(*J:]F"'LI8M;1+IW70/W.Y3`6'JK#%P6R) ME5=BRM:T#&JJY?)<30V:;1%U8LK6M`IJZN7R1$VZ#=]V1++$(Q)&WE2Q=6@Z MJ*F(W(HJ0Y0+BLA9[Q#U@D96@^8L(YR( MWMYS[(F(?Y9+:7[H3/YJD)$;+5)1Z?X%PZ4M.`R75XO@)"`7.Q.#!2\&H?Y2 MRLW67[&*ZS?#Y28X'*C%T)P#C8A<`%J'7"/#>-UI!\QPF4!7XYN;<$!W-7/8 M,=?H)ZX%^63%K2ANJ.^95E==<$#N#L-Q+>5R:BUHRWDH1^N%0]/62[1>(:J= M*9G-&X>FK;=HJD/4.U.P%C0'#'YK'%FMV/,(U=<8T9]AZHCC8,.T70XJN;\4 M488H1U0@*A%5B&I$#:(648>H5T@E."6-#JEWKC0?W4-)O09@Y#\L190BRA#E MB`I$):(*48VH0=0BZA#U"NE0TM#XANPTS^""-90@-^IM$:6(,D0YH@)1B:A" M5"ND[YD&T;?P3KI1%^FG-,E@:9TXE/3EWU@45#KE1 M(1QX2V?*B>*PPLJIQ'KMK!/2T1O;V[YY26%"$`:5][GN2>*654>":LM1>_.C MO&"OD[$5$LCMYY^4BF=@NV57L*2Z58R)P MJ9+ZK$M1M+R*P@C4HIGP2;=*N(4STZ[]1-B161<3E._VAQM0P_XYF+9"+5 M./T'TZ[EPA8OG9,NW+8`O/T`Z>5W>*H88EW M/3KM@PEK*P7GBF?!`I2-M$>?#?MJYRL%,$'=C M69^KL,J<*PQ36#@0IBRB[9V$)D.4.U.B*AR:MEZBJ0I1[4R1=1TOZN.J^_Y: MFAHK0;@L"A8/07)M$R[H1J?4(7?;(YEK"_(8MEPL%]%5D#>Y6"+I9/,4(G(> ME`ZY54Y@+*G2F7N4.%T]9++N=9KQ#5RKJ.E]E#^?&:GW@2N^52<;&(AA?Q M?,LJ#Z6(,D0YH@)1B:A"5"-J$+6(.D2]0CI^-)RJ^)E\^Z7OCB3&4M#[&='4 M/G2]>!D\5-A*03?'IH@R1#FB`E&)J$)4(VH0M8@Z1+U".MIF`^1GZZ]'F[=2 M;OZ_21CI:`?/L[=.)>F>(LH0Y8@*1"6B"E&-J$'4(NH0]0KI:)N=1ACMD[ZI MD]@]BAHF+*(Y5.*V996'4D09HAQ1@:A$5"&J$36(6D0=HEXA'4JSR?!#>628 MY3V)GYW#-L7%#U":`,H0Y8@*1"6B"E&-J$'4(NH0]0KI^)G=C1^_<%H_Z9LZ MB=TCJ;2TR#]69-7\42R+S-&[&YKCX&%JYE32:#FB`E&)J$)4(VH0M8@Z1#VC MD2/*]7]D#W:PHJFZ6F>*ZPK2J7,",=P[PX14EUF'>[CY(><@#]K'[M54^PQH M^CY2-G7DR-VIY&9R1`6B$E&%J$;4(&H1=8AZ1F-]PVR@_''I2)#M?LL?@-86 MZ(9WM9K/TAH:P>RO5$!:I3TJ&ARC;-9?SAWULAQ$1['PS-B5[[^0J.!O- MI2YJK\DV+T0TYU`Y)@*'JL"A=1)\[J(6,W,.-2*:5B M9:)[<'Z=]F@3;X(0 M]5+7A$,Z0<*SAR-3/1XPK"W2(T@PZF]9I`:'\/;3,1'Y$\E]5E_KI)@>5O+]3E_FK&JPOBT8R*(3R?U\5.3 M1?@:X5X$$P[I]`@/2XZD!YZ0K"U2XT>\#";A+:OF/R@P)H+[SUAEGKX-[1^O MPO-_L>7WD7@53'R%J.9Z;3DF`K>J<;<@63B`LVXU8S5BMK`IWW=PJV-3,KS1 M`]_@>QY2E^^15Y?.%G-.\X;9AH]UW,K^9FV1WC>L@@%N*RJZPZ&)/9\.73QU M(EE[9XAR1(5#T]9+)Q+K%:(:4>/0M/76B<1ZAZA72#=$>+!TI-OB"=*:3Y"H M/880QRL8UKF@GV/8$",B2,2,*^1$7*_"EX?D+#!OQAP\"NLJ1#3G4#DF`HHQCHD@$AFK@E5`L-?.Q9;?7W`5(*HYM\HQ M$;A5C;L5;CG%UJQ;C:CFW&K'1.!6-^Y6\'G'7FQ-N:6SAU0J>X[DC)$'.<.( MIH\A&^+P/0-;^L&J0T'O.3&B#%&.J$!4(JH0U8@:1"VB#I'Y!2YW0S:D]A>U M[&\./>Z>O^VVNX>'E[.[_>_FU[+H4Q(?WP_8_I37S64LO^457HD7U^:MD;2P M@"OT^U_TAL.Q*V3-GA.'99:;:_-%GY$R*ZK'?H`C+).LKLUG#T;*7%W3Z^]' M>$2VZ,7H8U?(,UH2C%VA6N@%RF-7UG3E\',UH6<1.4!O6L4R=/I_;<[0\0K] M:-JG\?K)U(C^QH1RC"\ID"/\T^KZ$Z4$5GQ#]S=Z>PE%=TQ/=SUZTY>4*2/Z M=+6\-E^]P)I+NF*^*(%7Z'L)=&7,JS397)L'="-EUHOKC![XX!5Z3'5MGD3A M%7JH1,TQ=N4F,;<_>O\)!8`^%H#6;A(*`3WEQBOTZL)K\P+`L2O)M7EW'EZA MU^!=FS?=X15Z:1U9&[M"KX&C*V.^T5>.J!7&VI^^&T2Q/ERY&/*8?B[OQ^VW M77?[_.W^Z>7L8?>5!@CZ^36:[Y_M#^[9?[SRVT0^[U_I=_)HW*5?+:,?1MS1 M;SHLS.NCO^[WK_(/NI&+X:<6/_Z_`````/__`P!02P,$%``&``@````A`-?L M>,=*!```)P\``!@```!X;"]W;W)K5EV%\ MJ#I]ZD)7]^KC:UU9+Z1E)6W6MC=S;8LT.2W*YKBV__KS\<.#;;$N:XJLH@U9 MVV^$V1\WO_^VNM+VF9T(Z2Q@:-C:/G7=.78Y9*[_S&BK\N\ MI8P>NAG0.5SH..;(B1Q@VJR*$B+`M%LM.:SMK1>GWMQV-JL^07^7Y,JT_RUV MHM=/;5E\+1L"V88Z806>*'U&TR\%0N#LC+P?^PI\;ZV"'+)+U?U!KY])>3QU M4.X%1(2!Q<5;0E@.&06:F;]`IIQ6(`#^6G6)K0$9R5[[Y[4LNM/:#A:SA\5B M'CXL@>:)L.ZQ1$[;RB^LH_4_W,H37)S%%RSP%"Q>J+'<\`R$)SR%IS];>FX4 MX.HW_.;"#YX_N2+P]A'#4W@&X6RQ=`,/$O2#@!V>O;X82=9EFU5+KQ9T.*2' MG3/\7KP86&05>`"J+O]5%J@'DFR196W#IPD)9]!++QLO6JZ<%ZA_+FQV$S:F MQ5Y:8+&1-AD"J08X$("*`LKW"Z)`%HQ"KK^3P'M8_D"RM)`NR1!(-<"0#'VC M2YYN>YE?-(8&-_+[8$K9<1LO5/+W(R09(:F.&/J@/^_7A\;004M#X+`!A)'9 M)9$9Q5X9J8R.D%1'#,W0P+IF;.8PF+U_D'?W,Q+U\4@5.X%$6H0P,`;BE9%T M2T9(JB.&^-`4?[LAT-@4*!!3H#<0J(R4P!&2ZH@A$*JK9_>V0#0V!7+$[Z=" M_WGO1T@R0E(=,=3@.6"X<86+OMBWE:&CJ4P@?#+@QK,7"#2:VM!\=_#M)\*( M#R=T2R?=`E4#0S\4:JA_"=NYG!UWMRKRF.$(Q.R$N5+!,D%1'#.T> M3'M=_.V$]]:F1`'IS3"&DC&4&I"I"6?#H"%\/\*,_D`>'RJP>GSM&5`(R&R-42GAC2,=(I2,90ZD! MF2'@1/DU(8C9I!=&0&8(@T&S]Y25K&@RAE(#,D/``3,(P7,A>S][*D*>0>,+ MR`Q@,,KW<.[N'?4:C"`\G;];\0#X:9L?\&K2'LF>5!6S?".;_?E$=O?'CC8QN,W@3P)IA\,Y>WAH$/7">VTUS@,,4$BT_:P])3*V_G M\99?5P8+[T!1?XT9XHL89O%$<&$,(W`"7\8PC";P*(:-$G!'+0#7E'-V)-^R M]E@VS*K(`9+O]J.IY1<=_J.C9R@*'-UI!_>3_M\37$@)C!(7]ZT#I9W\@0NH M*^[F7P```/__`P!02P,$%``&``@````A`/C'%OIL"P``H#0``!@```!X;"]W M;W)KS!-(KL# M[`"+Q5Z>%9FVA5BF(2EQ\O=;S2J)747J8LU#)E&?;IZZGF:3O/OMY_IU\J/9 M;%?MV_U4W6332?.V;!]7;\_WT__\^\NLF$ZVN\7;X^*U?6ONI[^:[?2WA[_^ MY>ZCW7S;OC3-;@(KO&WOIR^[W?OM?+Y=OC3KQ?:F?6_>8.2IW:P7._CGYGF^ M?=\TB\=NTOIUKK/,S]>+U=L45[C=7+)&^_2T6C9UN_R^;MYVN,BF>5WL@/_V M9?6^W:^V7EZRW'JQ^?;]?;9LU^^PQ-?5ZVKWJUMT.EDO;_]X?FLWBZ^O8/=/ M91?+_=K=/P;+KU?+3;MMGW8WL-PY>[J?&W[@\,PK@DZ_-=O=E%9><3I;?M[MV M_3\$*5H*%]&TB`7V-*YO=.&4\^=7F2.CSL!ZL5L\W&W:CPED#5QS^[Z(.:AN M8>6]92(,K)&D#01T/QYYCG,0YZI(3"",0CJB&")-Q2#V$%+TKF!F& MFW&:?@1#WJ3N,YY?.B#&=FD3'5C)'^KD!T8%0I]Z]#25"+Z?@IU])#-)!3$Y MYD)IG;6<:Y4"H)VI4OHQ!2A3:-M'BU&'"DJIQPRV1VMSGPQQDO1FSAD&Q"3> ME#_4R0^,DA]2.I^?<9+PJBD$)<3XSJLSX[P5G"L&*`OO>Z=A23&`LKG/CR1G M/K0A!WM/9T:<)&T0#`)BR`;E"F%CA>,6;52%2*R:#UM]\!"+0%1>T=;.1R!. M$NRMR,J`&&+O?>$$H&(`:VRA#@PQ`@R@RMP>"4!YC0EQDC1!$`B(V0?`Z++W M8<>P$@`K(E3C.$:H-Y_Y7T$[E@$X7Y7=+$E?L`L$0OYE[@WW;\7'LX'_V;@N M7;\^MR"*SZ=32*%DL=YH!<-`H'V*>^'?BL;1PCPKQ/R:C1NK^P!S"Z(2)1:< M+EV%NI4R+\6%`V$H=72FBDQ4=R4@*E/2O)I#5&;\L=:NHEPE%ES6V[M9,HN$ M_`0"H2G@0BT`%0-H[9-.0YL3U%)<0:D\V0CP,$0A$T:<[T4*Y8^%HV\4'8-` M&&1@M'5](F`A,X`RMA2`F@%FRB2QXC9$I4ML.)-*J(LI=Y5T.2*/("3O\J0, MB3L;MW*\COMO:'4T/_.]$G+F4?`2YC&%+O`^RB2W0"A14$Q+=6$*L%*`*@XR M4#-&R995I=12!"$+IT56=&W1HH)`RAM MC"C_6C&$\;I?@EL155!8<4%84#NY%:)[!I4*K,H'6R0:E_+565@?&>3^KTE*)5QE'P10=-'=:K:$T5#] MAS!Q*Z(\BB9U02:AJ/)H]+5&F90J+^R<1*95\33JH,PY[.X.#*D:V@=U?#S04`-Y4$0 MY1JZI??;GYGQ'K;1W,\5AV@+,B!"57-(H3/H;X=5>#R$8)^I:M1@*-O^B,@) M-P>-H.2`9?!+G?["^0@1/L-G1'R=B&K0J?C.;.XRX:Z*(QRHF2C@FB,*7_9& M,_JQ%#^?&=TLT>A]'S`L3P*-[F^J4X,U#6)AN`S^&\\%(U3VLCUU-TN2%_X+ M!-HWP,*5N0R"@)2EDYE5"PBT*-5?B,G M"]F,R*P4F$"@44X5#>XS#(Z>^RQ'?3HRG;..&I;DS1G6J'BLHR=;6*K;5!8% MI\K@(+)6)M="E&L"2)LYZ:LTU8QHJLS50"#RJG/69T+V*PY1F8<;85$S-<M3H0M4Q0`V MR_N4[\9K&C_-_RI-MB-WP'DOE9A'!$+^,Y79P4Z3$)(@L<=KR$&60?8J&>YF M2>^+EA((1.Q-EIPUD_=1S)'?++FK)?IL^-A-H[U*@KM9T@!1IH%`5*:%M;)A M51RA,TBQP\:-C$"MIS7@,#O1<1X(H<:7M2,[HLJYZ/^!0,C!&:E_%8UC'+P\ MAZG9]+)4?9RY`9\2YGAL)S=RRGXZH!]T)@`C^IL+V0DVU5^=#^]D&``:JR[* M9+O3&5H+C%(V>1#%+1$J?,8"%%;H"_T=>BZ\'"R"DCOTP2]U^@OCXZY2U&Z6 M:(GR*#(0"(-K5)&;680 M"$2I:N#H%0X6!-5*@+3/X8V9OIF0/7@Y6@F.YIQV249Q@ZZ27(=J"'_V:2,E M,Q`(:5AM_7#71I#1GEH?&>3TKQ)!4Y MR/F/".WYON-&A%:>*P0"[;-`Y_`:D&B?`I)GE<&3&6YE?60Z9R^$]T+V(P(LWU0*#D$4AP)< MR/E5'*#MX,$7`:3]W``APJ?;OAL17]EK`H'D9^/!0+)RQ/[5)-GN1WLE(_,YN0_I;0.193W'*FT!,)<*3.XSY6Y@JL@ M0'OE2KG'9TMX>.\I:0R,OK]*F+M90ICE.YN!0)3R:M!6*@'0)GEY";-'(-)G M9-R*JP39CPBR?"LF$(BLT'#:)H(A`/!XG0-J`L@$Z:Q(A;<)4&^Q$-'KQI1B#D`+NA3+YI M4C&$@C<";/)0G0S!*^$B\$9-EKRMQ@T18GRZA_H1$2Y%!@0"X;5M4\D-\SY$=D-]G?=MP"?`@2*P5?/8?70Z4N5PPP8EW\E*1?@5N'Y/%# M$?R.8MULGINJ>7W=3I;M]_@1B()7EP^_X@FR>8FMW$=ZPW^(4)_F/7OG=?+7QM=_!E2/?7%_@2J('7^[,;`#^U M[6[_C_@-R^';HH?_`P``__\#`%!+`P04``8`"````"$`CBN;Q*<"``#L!@`` M&````'AL+W=O[CB$CI%49#Q#?>WPX]US[9GG[(FOT MS+41JDEQ%(08\8:I7#1EBG_]O+^:860L;7):JX:G^)4;?+OZ_&FY5_K)5)Q; M!`R-27%E;;L@Q+"*2VH"U?(&,H72DEI8ZI*85G.:=YMD3>(PO":2B@9[AH6^ MA$,5A6`\4VPG>6,]B>8UM:#?5*(U1S;)+J&35#_MVBNF9`L46U$+^]J18B39 MXJ%LE*;;&NI^B2:4';F[Q8A>"J:5484-@(YXH>.:YV1.@&FUS`54X&Q'FAW/RC$RE]E^TR+^)AH/9T";7@*U23P[ZD+L0;":CW?== M`[YKE/."[FK[0^V_.&@:%`$\2=#*9J$`#?2`IW,L`0 M^M+][D5NJQ0GU\'T)DPB@*,M-_9>.$J,V,Y8)?]X4.1$]23Q@60"Z@_Y.(AG MTVAZ_3$+\8JZ`C-JZ6JIU1[!H8'_-"UU1S!:`+.K+`%_O(Z^UO=*!7F.Y,ZQ MI!A..VPWT)[G590D2_(,GK(#9OT&9HC8'!&N:D>;G00(Z.U%@Q6GHM]NPU&; M`SMM1]:U#P!W+S8^$S)&).$0DHTALVD/&8A-_D>L`Z<8R'MM43+I>3M7UAXS M[VR.@[/L9IB=W0PW9\-T#'/DY///AT$%<"XNM]N!SRJ(9D,1:X^9]"W9G`>R MD\!`"ER7RZ4X\)F4D9D>\YZ9P^S(S&'Z`S/]=/&73W)=\@VO:X.8VKG)$4,[ M^V@_U.YBY]%9?`W#KAL-I$_`L&EIR1^I+D5C4,T+H`R#&Q"H_;CR"ZO:[LIO ME84QTSU6\%;A<-G"`,"%4O:X@#\F_7MJ]1<``/__`P!02P,$%``&``@````A M`$W3;S&M!@``/!P``!@```!X;"]W;W)KJ*0UGGW6-S+D]P M9=>T==[#UW:_ZLYMF6\'I_JXXHX3K.J\.MD88=TNB='L=E519DWQ5I>G'H.T MY3'O(?_N4)V[2[2Z6!*NSMO7M_-#T=1G"/%2':O^QQ#4MNIB_75_:MK\Y0B\ MOS,O+RZQAR^S\'55M$W7[/I'"+?"1.>>2^C%0T1T@`_K7J M2HX&5"3_/GR^5]O^L+'=X-$/'9R@)?%X2"1$DQY>F/< MH18)8J)A@F5Q4FK(J$%H!B,W&+#EN4GPQH906GUCDAMBPJ%#OA-WC!T"_G)<&$%W?&N%ASQ'A3S=$0#$2!A^,[ M#O')J(_0#$:V<`J69RO!)%N'3'""&$R.N1'W2)M2!$QT,FH0-T(8N0?WY"[! M)'<^=1`KC1C,W7>"Z5`-EU.\[&'=S29EQ)5415Q0C,8NK28I=LN)H#2:1$BB"=/T M4YUGM*CF^->&A_H(/8I9>BEYRS-&@30S)HL]80C"_!Y8%,.]D%G@5$'TZ=&D M=Z`I;H8Q.4@IU#@L%`044),+U3BFJRP/F!\3R4@5`@=I]NLHHP%`ZLU:B#'` M;)BD`-Y/"V73I$623MA%6^5/NMG1QHO8/V`$RVEVDST&@*15NRXA*0U.Y/KV MS=.`_DCR%.@R8=REQS]5"&W`/O01NH\Q7_PNT1[0E`&1K$2!5(V](&2,C%ZJ M(#A8H4-:F)D1W,CSZ$V[,"`1B[WI#LOD!\.B#]H''9)HPL\E,Y1P!$WU3Y4% M&8>.YT?SJ9IY"=UBYGR74/,K0CT3/052/8D]WYNUA(IRIGPFGN)6%)/!7;+- MK\@VG?I$@9"!'\Y$3UW'D2)[**/.I*5B=)X=\+O46SY+H^/#22Z)`DUE394% MJ7'WRN_^F8_0+6;II3YJF_6#@4ZJ8),I+*91=P, M8W(@PKU,]/@U`2=CGB@0UCIV9C?U@U(QNL\FZ7\).;\F MY&1=)@J$G-R(A0$C::4SR)4%A7]J:J%03H/%[(_4P^4SANIISACY&91P79@? MF!.2(YHJP)1>]I&+T%V,_.7#X>7Y#V@J"J3`B0+A8TKFA]`%9,O5N0Y'*WXTB=AZX3+QZ;$GK(U/+>> MVS.VAL?7<[N`ET>#?34&@GV@S_/G<.K&=O:-4U_^2(7P?C>[_D_````__\#`%!+`P04 M``8`"````"$`Y"E;&V,+``"<-P``&0```'AL+W=OF\>7OJKOAG]5I^/O]W_]V^_-P_'9ZJ:KS@"R\ MG>Z&+^?S^W(T.FU?JOWF='-XK][HFZ?#<;\YTY_'Y]'I_5AM'NM&^]>1.QY/ M1_O-[FTH+2R/G[%Q>'K:;:OU8?M]7[V=I9%C];HY4_]/+[OW$UO;;S]C;K\Y M?OO^_MOVL'\G$U]WK[OSG[71X6"_72;/;X?CYNLK7?KH;?G&6Y<0=CNYOZP#]>U?] M/+7^/SB]''Y&Q]UCOGNK*-HT3F($OAX.WX0T>12(&H^@=5B/P#^.@\?J:?/] M]?S/P\^XVCV_G&FX?;HB<6'+QS_7U6E+$24S-ZXO+&T/K]0!^G>PWXG4H(AL M?MT-77*\>SR_W`TGTQM_-IXX)!]\K4[G<"=,#@?;[Z?S8?\?*7*4*6EDHHS0 M9X>1"PT]U9`^54;)9JP\D68N1M2T"F53E0D/^X]S[D=_:#$WBK-`VHLQ8H5 M(HN%V;4-`AN$-HAL$-L@L4%J@\P&N0T*&Y0M,*+0-O&EI/A_Q%>8$?'ER#PP MT`%WS7"O6,%-UC8(;!#:(+)!;(/$!JD-,AOD-BAL4+:`$4RJ$R.8W7,@YZ10 MTVQGY*05I`>I<:9-8%=`UD`"("&0"$@,)`&2`LF`Y$`*(&6;&"&D$K\BA$)- M,\/,B*%5M0]*9!;_Q,K&1M2D(Y``2`@D`A(#28"D0#(@.9`"2-DF1ECI/F6$ M54RCKG_3W.0^/9$*0W7$.4X/BM"-J36W>E9X&Q$W6P,)@(1`(B`QD`1("B0# MD@,I@)1M8H27[NI&>"\7OE";,93$KU=:]9UE!60-)``2`HF`Q$`2("F0#$@. MI`!2MHD1,*K8*P(FU&;`)/%I&FDEG6\E72-JD@Y(`"0$$@&)@21`4B`9D!Q( M`:1L$R.&8@?57AI=3CJA-F.HB%FX4RN&C:B)(9``2`@D`A(#28"D0#(@.9`" M2-DF1@SIXHT8RN7EC5C]7PZG:&B&4Q)?;DS$ZG`%9`TD`!("B8#$0!(@*9`, M2`ZD`%*VB1$[L;,P@G2[_RRVWY[.-#D1J*.N$YH#Z-V-G)E3VL@KM`'1R*WWO7+VXE& M>L*G+ICQUI!!6+[3C,."738&\.,(J4B]_V^ M8FU*;(3)E[483K2`#:?:,*-,HWY?N3:E?%GI5&@!&RZU84+FL(E]0WO8.DJ# MCHV:VE#;C'9M2&2,3X/ZKV,MSD!$^.FC51M6X`*MXHL)$46(8D0)HA11ABA' M5"`J%>JJ#;&+N"+(:M/1#K)$X@"O"9;GS("H-9&:[V&]<,1!J>](>"(E<6O\T M(?:\N3T0JF%[WL>!Z!"YKK5<#,3)+XWI9%Q/8XY#Y[ACQUJ7ATHDRKSIE>TO M8M&E3L5=(NA48G7*GSMS?V[-0RF;NM2IC$67.I5WB:!3A=4I=S[QQF.K4R6; MZNF4F2UBLW5%MLB]F7'ODFC2OCK/6]C9(E4?E&V'"&(0T+E6G2UB-?/C?C9V M%]9=+V0%I=6%5.EP9N=3K"P9W88>)>Q/]LAW9HXU)"DK+O4HZW)F]RCO$D&/ M"O8G>^2,YS/K?*MD14^/S"01N\DKDD1N/HTDD;D9$<^WEI(K:B%&5BS` M&I4=@+46\?P8(`H111KU6X^UB*TGB%)$F4;]UG,M8NL%HM)`YD"(+6E[(/2) MW`=K&K67;<_R$IEUZUMILG*DRB@`')(.$>1DH$Q-9$Y./&?J3&Q3(8MZTK+> MET2?Z53<)8).)>Q/=LKU9PMW,;$6:"F++G4JZ_)G7U[>)8).%>Q/5:_K3.R'T\920G[(,CD;DZ\*T);Z54'Y2RLJYW\H%NQPY# M1)%&_<46:Q&;2A"EB#*-^JWG6L36"T2E@8PA<:\[!ZGEYCF(0E,RU,R6GF_E M[DJI+A=PEPC2,E`J5<".,W9FUDHN9$E/4LKR[?)F5TK<)8(N)>Q/5LIT[OA6 MCU)67.I1UN7,[E'>)8(>%>Q/]HCN<:XUI9:LZ.F1F25T*S0*]_(T[PJYE242 M3=OW5,^W5DPK;MA6V0%8:Q&G?(`H1!1II#/5MAYK$5M/$*6(,HWZK>=:Q-8+ M1*6!S(&@Q?0U`R'DUD!(-&VORCW?VN6LQ!D,-?R@7!L17TR@VJG:='W/L?9K M(2MZTDZ59F.Y/Y:Q[B.[3]BXS/K9PGY,(F7!)>^9-MSO/=?7801BRZYC[6(1R`QW?O>Q)I@4FYSR7O&HDO>?V]FW0-+;M+CW!Q_<734'O\/9EQYTF0,M$03_5S+RFU0?V*O6;1H MUEH!HI"1MAYIU&\]9I&VGB!*&6GKF4;]UG,6:>L%HI)1;=V,.I6F$?6_]*N& M.#JT9UV)/+V`72D53;&<0&M$@4*\6YG["VL!'K*B9U91$ZKTWW(6H[.$3:D% M_X0>)#3/3U)67'*6H>4<4<&FV-G<6C*5+.CQ90Z<.$6YHESDH8M1+NHX1Z?< MRFU0?\JM6:13+D`4,M+6(XWZK<S0C?;-9:Z2O$5;"@5+Q+\S_.+S3R'7^\$L5S;]NB7V[/4=*9-RP&J0OT%XLK)4I3S^` M%"`*%6I9CS3JMQZCJ011JDUQ(`D0AH@A1C"A!E"+*$.6("D3BE9PZ$O4%R7#+5VSDVP_[ZOA< MK:K7U]-@>_@N7I^A\\?[VP;+=WL>W,525":EH/W-1+SV4]_GX!N77PBRO_&6 M]`!QARU_24^^=O#IDA[P[."S)3VTV,'G2WH0KX/3171=`SV/M!1/]6"+M>,N MQ0,Q^`T]V[(4CZ_@-_0D"EGK^H:>[:!OZD*V(D+O3GWI:O%`P>WJUP.%ME,_ MH9!W].F+M_Q"B4"='36>Z=VH]\US56R.S[NWT^"U>J+!']>'%D?Y=I7\XZS6 M"%\/9WHKJEXNO-!;#@6SW4_'0YG_D,X:-ZKN_\O````__\#`%!+`P04 M``8`"````"$`RGRJ,]!/``#IR0$`&0```'AL+W=O]/U?D/+M^_MEO]G4KREEI?I$3QFZ+(.X_CF;@FCE.V M9S+S[P\H8G$#6"2:G3HW$\_3>Z^]`6R`($%)/_[O?S[_]NK?'[]^^_3E]Y]> M7[UY]_K5Q]\_?/GET^__^.EU56[_Y^'UJV_?W__^R_O?OOS^\:?7__WX[?7_ M_OQ__\^/?W[Y^L]OOW[\^/V54OC]VT^O?_W^_8\?WK[]]N'7CY_??WOSY8^/ MOZN__/W+U\_OOZO_^_4?;[_]\?7C^U\N3I]_>[MX]^[N[>?WGWY_W2O\\'6. MQI>___W3AX_K+Q_^]?GC[]][D:\??WO_7>7_[==/?WR#VNNW/_]XZ:+3IX]_?C/^_>K;KU_^W'W]]$OTZ?>/JK_52'5C\+M7?_OX[?OV4Z?X^M6'?WW[_N5SW=M<::5>8Z$UU'^A=1NZG_(H[11D^\*S6D M?0]W8]MWW\.;A]O;F[N'>W^J5\/@2,_.2O8*G=G]`^D^$TOU>Y^F.0#STE3* MO:OJVZ&%J"%?U]S#4?UC9IIJV"ZQ%F9OSHBU0%]V_Y@7:S'4M=G]L[ID@0%8 MF+TY)TWT93=SD.:\0EN@LKM_#,,P+UT,Q.*%LV*!:=']0\>\NGMSL[B]?[A, M?L_HJU6Q'\IKLWMG]-$U.K?[APZZN)(%QQ<357X];US>]JOE9?%=O__^_N?5#IX5EMX\]+,13Z[!:@#N592?STVO5Z6J-_:8N M'__^^>;NW8]O_ZT6_`_:YHEMKFR+%2RZU;V37;M@XX*M"W8N"%P0NF#O@H,+ M(A<<71"[('%!ZH+,!;D+"A>4+JA<<')![8*S"QH7M"Y8#L.+@5D.@SD0&KPE MC=Z2AF])X[>D`53[#EU<*M9;5;9#[:KI]O^C=CN9KG;1E"<`*>:%4ZBP@,O: M!1L7;%VPQ<<7!"YX.B"V`6)"U(79"[(75"XH'1!Y8*3"VH7G%W0 MN*!UP7))9!A,#-5R138T>DL:OB6-WY(&<&F.H%6H:GFW"G5\3XNUM+-6NU=S M+;UQ"O"IM[FZ&XIV161-9$-D2V1')"`2$MD3.1")B!R)Q$02(BF1C$A.I"!2 M$JF(G(C41,Y$&B(MD>62$8_JDH=UR>.ZY(%=\L@N>6B7UMA:):NV`B\HV1$I"9R)M(0:8DLEXR>&*T8\;@N>6"7/+)+'MJE-;96&:N;#ZN, MN^WMXO:-PB_B)$0_KDL=UR0.[ MY)%=\M`NK;&U"E3M`%Y0H)VU7:`]N55[(V-1O7;NO@8C3,@UD0V1+9$=D8!( M2&1/Y$`D(G(D$A-)B*1$,B(YD8)(2:0BV24/[=(:6ZMFU8;T!37;6=LUJXF]$;AQ:G8P&FJ6R(;(ELB.2$`D)+(G MU/PKJGKBLB:R(;(ELB.R(! MD9#(GLB!2$3D2"0FDA!)B61$1$I"9R)M(0:8DLEXR>&/&P+GE< MESRP2Q[9)0_MTAI;JU:[@T.K6/T5>C&W2Q3(J%%&:T8;1EM&.T8!HY#1GM&! M4<3HR"AFE#!*&66,C$J&9T9M0P:BUDUTCWC)_/H2X+VO=?/WWX MY],7M2%41B.U@*%8(>`>2`(>&$5` MEOR]TYZC6$$^ULCHP(11*H[2Q)L[1SX3*\CG0))](4BTW.XJ862UQPU8B14" MGH`D8,WH#&3)N]W5B!7D6XWZ[K)KN3M,>$$MZ[,'V;/6@5$DCD;' MWSMSZBA6D(]9*V&4BJ,A?^=T3B96D,]9JV!4BJ,A[W9.)5:0/[%6S>@LCJ:\ MTSF-6$&^M;3LJE3K[DNJLC-W;D=Z9%4EH77W\JIRM*ORWGDI:B-62'VKD2&_ M8Q2(H]DSSJ/24*P@OV>M`Z-('$UYIVR.8@7YF+421JDXFO).YV1B!?FS9YR'H:%807[/\@=&D3B:\LZX'L4* M\C%K)8Q2<33EG<[)Q`KR.6L5C$IQ-.6=SJG$"O(GUJH9G<71E'6 MEEV5W3-Y5&7W.NXS]TC](WRK*O53?;,J":V5AZY*)+5AM-7(*D'2"L31[`;G MSCT4*T3Q@GS,6@FCE!TS1CD[%HQ*<313=7JB$BND>F*M MFM%9'$UYIR<:L8)\:VG9]=8]/']!O>EG[>:.L4=&C:RN"*TU,O:"&T9;=MPQ M"L31[`;GD4DH5NB&/6L=&$7B:,H[@W@4*\C'K)4P2MDQ8Y2S8\&H%$*K#NTSU6@?DOH!=S M^V9#(^.Y[4J0#(_[$&NMC6[4(Y5A#!<+9S>P$2LT9LMHQRA@%#+:,SHPBA@= M&<6,$D8IHXQ1SJA@5#*J&)T8U8S.C!I&K48C3ZL7W3F&NU+U;S(^4U)\)G+1 MZMZ#-$KCYL&Y^5K!RIP-7&7Z>$6FWT;\I*3(:B=64IZN>B!&D`H9[1D=&$6, MCHQB1@FCE%'&*&=4")IN=2E&:'7%Z,2H9G1FU#!J+62O7]TAA%EVSQ1;?V9A M7@E5+7=;^X7:A`WKT,V#LQHL7`N2QMM=?-X^1C:];VS M(=U"1>4U&6H'(U\^`8Q,)"O)$S^SH"_?I8`X57_0"1KX1*6%D*M&(5,C'.R*G M,2VW3VH829^:N&_(FBI_C/ZW?M$&^UW:UYO:`9LM=6U:66T^'+"OYN30B!*6$## M62GLQ5&&SDWA("E`/1(_H..L@+$X3@=,.&`J?@B8S0J8B^-TP$("3AN5HH04 MJEDIG,1Q6KV6%*!^%C^@9E;`5AQ'`]I3J3L1>L%4Z@^0K*G4(^=ZYRSWJ^[C M]-VI@CGAW$I;BQ%:O-%(?>2\^XSU]?V]<_N[A<_$NJ%GT8SH@2@A>JC1C7?A MW(OC:']?4CC`2!;.B-%1H\GFQO#Q-3>!D<1*&65VK*O%PGF>G\/'%ZN`D6]@ M2QC)2TF51OZN/8GC=-?6,)+FGADU&NFNY>:V\)EHKCUMNK.N%TR;SMRYS>V1 ML3H"*GQQL;XLZ^Q"8@N#B?5!SYE!>+KS M`U%"]%`C_WJX%\=I]8,V4O^!>L3H"*FIYL8P\#4W8>%4_!`^T\C?N%PP)U9Z'F1NTO'7AU%QQW M7O7H1MU9#.OUS8/SDNX*CKY%:PTC6;0V&OD7K:TX2@[NU6`'(U\*@1AA+$*D MH$[QC`8Z;Z+MX6@N9HL;YVGG`59RF8@8'6=%C.'HC9C`2B*F0-+-&2)Z+[JY M.$I/N-UUK&,E!YX;1%DC4=X*FU0,8B7K( M:`\DZ@=&$9!H'1G%0**5,$J!1"MCE`.)5B%HNM4EC$2]8G0"$O6:T1E(M!I& M+=!%RZJL[KL&7U!9%W-[`Z2165D:W4KJ:T8;1EM&.T8!HY#1GM&!4<3HR"AF ME#!*&66,C$J&9T9M0P:BUDUXA:[ MMS?N$\(8!F8P]\J8L'#**(.4?M3P<.,^M,IAX0M6L'+)J(*4W97N11=69D#J MRIKESXP::*$KW7O@%@9F,*,K[8)7%V6KX.5;GOP7WNX+6]W2[Y&]CWUTWXV` MH^PLUHPVC+:,=HP"1B&C/:,#HXC1D5',*&&4,LH8Y8P*1B6CBM&)4E1-^C!4+9ZR1CTZMP,K[:CNXV1M[1T-M-%6 M>FV]O7,_(K2%P<24Z9\M<*Q`_!`^U,A_L[T71VF=,4?[@QX.&#$Z0DJO!]2X M&`:^QB4LG#+*(-7'6MQ>.;,[AX$O5L'"I?BA(RN-_!UY$L?ICJPYX)E1`ZFI MQK4PF&BLAH#R3J!T81D&@=&<5`HI4P2H%$*V.4`XE6(6BZU26,1+UB=`(2 M]9K1&4BT&D8MT$7+KBQ5?E9E_:7G4-V[(N[U6R-Y_60%*_-BK:W,=9G>$]IH M1[73OAQO75^[*_<6TN93`7<%W,%(X@>"9+PH?JBMU)-SL;IY2)G]GQ%^\>[YS3VQPZ MOO@%C"1^*<@3O])6SB#0WE@7E)D##4(M$;$:G@5YDFBTE1Z$^T?W7?P6,F9\ M8PSLN=>=[9BKNCOWRB]_J/O!YS[L=:V/B,S5OD?6LX4!2?N,Q"Y[A+66NI'O MI=PPVFIDJ.\$3:L'+!4RVHL4QN;`*&+'(Z.8'1-&*3MFC')V+`1-M[IDJ8K1 M2:30ZIK1F1T;1JWE:%=<=Z!E5MPS^XC^_,M\'JK>W.A6>O.;2QFM&6T8;1GM M&`6,0D9[1@=&$:,CHYA1PBAEE#'*&16,2D85HQ.CFM&94<.H9:2^")W&=ODT MPE8C;&3$U9>AL][(F*NO0V<[>]3M&C9/SKJ-S3,US$=DW9/[KH;5K9UQ,^A< MS59BA1FY9K1AM&6T8Q0P"AGM&1T818R.C&)&":.44<8H9U0P*AE5C$Z,:D9G M1@VCEI$JZV&X,9"JK)F-#+CZBG^V&QER]27_;#F/-:,-HRVC'*&`4,MHS.C"*&!T9Q8P21BFCC%'. MJ&!4,JH8G1C5C,Z,&D8M(U76-)"JK)F-#+@J:[8;&7)5UFPW,NBJK$T[JZS5 M5M(N:V./ZU^X+Y[V<8A&YE>D,EHSVC#:,MHQ"AB%C/:,#HPB1D=&,:.$42X").U<,5HSVC#:,MHQ"AB%C/:,#HPB1D=& M,:.$4L1NI"[4 MCQ6QWDAEJ)\KZNWZSK4G27?N]X*%OC\F-+?CW1<^=!3*_$B1CX@[<6AO= MR7>7;AAM&>T$3:L',%*/266N/3H?[PG%"F.T9W1@%#$Z,HJ!I(F)(,G+[9I4 MC)!6QBC7R.CX0M"T>LE2%:,3HUK0M/H91MZ.;\0*+6P9J3G4UY;ZXF*8J3G$ M#`5GVHW4E[K0:%_UC'BH"K?WU:P:K(:H1M$-##76#X`]JUYVCMF]_.%>8WID M#.Y*6QEHS6C#:,MHQRC0R/[ZR$?GZA2*%?IAS^C`*&)T9!1K9+0Q890RRACE MC`I&):.*T8E1S>BLD;\+&[%"%[:,5.WW%6!\99BJ?68H"]-NI"Y4[5-%J4IG M-E(:ZOIAVMF5WIU#O>#ZH8^MY*+X=-,C8\A7C-:,-HRVC':,`HWL87*_MB,4 M*PS3GM&!4<3HR"C6R&AVPBAEE#'*&16,2D85HQ.CFM%9(W\7-F*%+FP9J4KO M*\"L8%2%R5`6)ANI"U7I5%&JTIF-E(:J=-/.KO3N8-&L]+]V.]$?3UH;J!X9 ME;#J/G=B[ZG6C#:,MHQVC`(@ZT;DT?E,6BA6&+T]HP.CB-&140PD^\:$4P)TQU?F!'CFN69G[MPX]\BJ]`%-[\C6ZKWP3LI>;1Z=UT(V M8H7.WFID!-P)F@X80$HM!L,^\?:=\]I>*%8(N`>2'?]!D&BY>\X(1F;`:^>D M[BA&B!=K9#0P$30=+X64NJX/#;QQ?Q(B$RL$S$4=J!`D6FX#2Y$2H]MWSNZR M$BNHGT0=J!8D6F[`,Z3,'J4A;,0*ZBV0#*&:H+H`U=P8NLN-J*:LMC)#NH.X M7(D50JJ'8L,L&!C*60VM)R8JW)X:[D"J)V?##!H"H,C[VK%G>G=Z]X*9WA_V M6=(H/7C[SGD9.A0KR.]9Z\`H M$D=3GB9MWVQCTQ*S5L(H'9=WGF!D8H7L<]8J&)7B:&;O[`$JL8+\B;5J1F=Q M-.6=OF_$"O(M:ZGI1Z6C)MO0KV8`I_?5;!O,$$'--I9#D1D+J;ID#KYF"&<$ MU-P:S(80*+VQN=4=(;Y@;ND31[GD/W5O!MJ;PQ6CM4;.W')>(]R(%7+?LM:. M4<".(:,].QX81>)H]K/S2:ZC6"'5F+421BD[9HQR=BP8E>)HINKL1"JQ0JHG MUJH9G=FQ8=2RHYHB5!1JBO3,*H';=TZ_JBDRF"%;-458#K5B3Q'V1;48*Y[: M59IZUK5&O6%GSX>_=%MU4;$WFQH9Z:X8K8'4]7&XLM^XMT(;L4(7;8'D"K=C M%`#)]`T9[8%$Z\`H`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`4(P2O(-YOE:[>+9P+ MSPD&ONBU"$]'/XL2HC<:^0N@%<=I=;7NS)@!:MWIK=2F`4FH=:=G_BS4NC.X M>M+`A'IN$S0D.Z2!6:1W/#P4:N'Q9V`O/&K`7K+P=.;.<[T>V3N>*^=D8=7U MVO,[GL$(S=UH/[W*NE^XM86L[W*W@Y'O[P.,?"E$ M,)(4CK-2B,5Q.H4$1KX44C'""&1(0?]0C;.5S>'A&X$"1K[8I1@A=F7'OG,? M8I[@X@M>P\@7_`PCZ?L&P;W#WXKC=-^K56>H;(_5$ZPD";7JZ.GES4*M.CJ` MKR>6F$W/[7:&9#$0ZM&23J.O`AH)M>CX$[`7'=68ERPZG;FSZ/3(V>TXIXVK M6VWEW^WT1L92O]%^79.&O13=Z&RUU=2-9?]U6W-2"$0)'1[.2F$OCI*HNZ,Z MS$DA$B6D<)R50BR.TRDD(.02VZTQF>10G!&XW\A=B*X[2Z6H)F3`:U\:'9H):@GOFS4$O0X.I) M`W/KN8W/D"SZ0BU!6G]B)-02Y$_`7H+4FO"2):@S=Y:@'CG['N]UR]<_;;6^CZUOL=C'Q7O@!&B^YT]YQA))W?(+AW_%MQG%97R\Y0VQZK)UA)$FK9Z3W]CQO5 MLC.C)]3.9TX:PZRRGO/H-/03-W=KIWDU[PG*=_EW;+C7677VLC:^?1^_J5^*X[38[J;DT(@2JC\4"-_"GMQG$[A,">% M2)20PG%6"K$X3J>0S$DA%26DD,U*(1?'Z12*.2F48H04*HCWU]MK]^MF3_B[ M?^'5^I%[UF['P& M([1VH_VP\W&?-&ZAZ[OR[6#DN^P&,)*+3HC@WBO?7ARGQ_L`(U\*$8PDA>.L M%&)QG$XA@9$OA52,,`094M`['W<(-T^VL8 M^5(XPTA2:&:ET(KC=`IJ\1DJW&/U!"M)0BT^>IIY.T(M/CJ`;S#4_F=.&L;< M0BVHQ6=6&L9D&FVGM03=N>^8^C^Y=#&W;[XTB1'4CXQB1HF@:?54 MC*">:335<3G^[NNX0G2G@Y>BA."51OXMPTDQN=P\`U``2-?Z%*,$+IR0KN_?'2"BR]X#2-?\#.,I.L;!/>.?BN. MTUVO%AX5_+E'EFKAT5:2A%IX>O;<$QMQ]:2!N?3,616TS"9=F=:>M_+N6P0@%N-%^ M^N*[N'4>16_Q=]_%=S"!*"!YJY%_L]^(XVO']#\;,22$2):1PG)5"+([3 M*21S4DC%""ED$.]OU&D(_%<=I=;4`#;7ML7H2+22A%J#>TY^%VOGT9E-;CDL9JIW/G#0P MJZSG-="?&`FU`/D3L!>@[C7"^<]K[O1;A_+\Z$DC9\_CO,BQ@J/OTK,6(W3Z M!NKZ80&]&@@7U>3)F[`=C'S!`QC))2=$<.]U;R^.TRD<8.1+(8*1I'"T_ MM5AHIXD.M!>+[M4_<['X2Y_>[3ZA[&Y=])N(YL7#O<*LM)_W7G$M1NB#C49Z MY_)P[WRQRQ9_-X.[SW%VHCL]`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`:.0T9[1 M@5'$Z,@H9I0P2AEEC')&!:.24<7HQ*AF=&;4,&HM9-=(=Q)L;E"-)6_^+VC> MZ_-D8]^JD?F-M8+DFN\^_5EKH^YW0(>-`?^"IEAA<=TRVC$*&(6,]HP.C")& M1T:Q1D9')(Q2<32;[;SNFXD5FITS*AB5C"I&)T8UHS.CAE&K4=]LN^2Z\SZS MY)Y9EOKC0?/38O<]4A\C03>L!$G_<6WU?MV1B5%;SIO:&RVEK*"^!9(?#-D) M$BTW8``C,^#MPGF=)10K!-P#2<`#HPC(E*>?>#F*%>1CC8P.3!BEXBA-O+ES MNBL3*\CG0))](4BTW.XJ862UQPU8B14"GH`D8,WH#&3)NS^DTH@5Y%N-^NZR M:UEIO:26.W/G$MLC8RA6]X36&G5'Y4;E.J_Y;L0*J6]9:\8E5A! M_L1:-:.S.(K\C=LYC5A!OK6T[*KL3C1>L,+J`Q#SZMTCJRH)K>][Y%2E\Q;H M1JR0^E8C0W['*!!'HV?.J<1*\BWEI9=E=V3_A=4 M97\P8%WW>V24S>J>T%HCNRK=%P`W8H74MZRU8Q2(H_3,#?VTJ%A!?L]:!T:1 M.)KR3MD655YNW`NL1NQ0NI; MC8RBWS$*Q-'L&>L=6`4B:,I[VQDCV(%^9BU$D:I.(H\=4XF5I#/ M6:M@5(JCR-_<.YU3B17D3ZQ5,SJ+HRGO=$XC5I!O+2V[*KM'[R^HROY)O565 M^N&]696$UO<]4E6)I#:,MAI9)4A:@3B:W>#6EJ-8 M03YFK811RHX9HYP="T:E.)JI.CU1B152/;%6S>@LCJ:\TQ.-6$&^M;2L>GMX MV8'.Q=R^C]'(J)$5H[5&9KTQVK+CCE'`CB&C/3L>&$7B:':ILT($H5NCI&$CD$T8ID*2:, M61^^OGEP[C=6#]K1/$CC)6W$B%[OWF@I_7E2^H4H1%(K[7!M/1=ZOLQ+3>K`XSD@#L29*@OZ$JMQZ#_?+3;)3%$S(:XP1,8 M2?!4D"=XIJWP3ON-^SI@#AE?^`)&OA$I860JT8A4VLK_^O]I3,OME!I&TBEG M09Y.:;359*>TD#&;8H2W)ZEYKM-=&Y[99/"YSD./K"O"K5M&*UB9^R,CI\O7 M1JS%"*O71B/]BRUW=S?.,[`M#%06PQQQA78P\`7JQ#AZ<:7HH3&5QKY MN_8DCM/JM:0`]3.C!E)3S6UA,-%<>]IT!T(ON+9UYLY&JD?6M>UVX9PYKQZT MHV_I6HL1VK_12%_(;MSO']["96*)N$S''8Q\P0,8R;=ZA`BN=BC.K>F1=C&X> M:%9I*_6?H4#=X5D_]$;&-PUL-/*O65MQG%;?:2/O'5(@1IC8(<3-U&\7SAL& M>UB92]GBQGGI_,#R$:,CM+P18UAY(R8LGXHCVIAIY._F7!RGN[F0@--&I1@A MA0KB=J.=O<<)5MY&URQ_9M1`RQNQA=541'N6=2=QYBQ[9F_7']Q9-V`],CY- MN7H8T'2/KF$DS\PVC+9`\ET`.T'3Z@&,1#UDM`<2]0.C"$BTCHQB(-%*&*5` MHI4QRH%$JQ`TW>H21J)>,3H!B7K-Z`PD6@VC%NBB95=6=RAF5M9?6[_[HS6K MX#225Q)7#QK)-6K-:*,1;HJN[IS%;@L?WQY@!R.)%3`*-5*;*QFND358YVT& M'%F#J7411SQJI%NG5)QG(#%\S&#N%2V!D;0N9939L1[NW>^QR.'CBU7`2&*5 MC"J-G)ZD979.3]8L?V;42,3+C_&^6.Y!I&,G\WC+9`LA;L!$VK!S`2]9#1'DC4#XPB(-$Z,HJ!1"MAE`*) M5L8H!Q*M0M!TJTL8B7K%Z`0DZC6C,Y!H-8Q:H(N675GJGH#6USE/[!\[1Z?& M>F1OB1^=NE]I1[4?Q1YHS6C#:,MHQRA@%#+:,SHPBA@=&<6,$D8IHXQ1SJA@ M5#*J&)T8U8S.C!I&K87L`E+K%Q70U>V;[E7:^9]V>>Q4G&KJD?551S>/SL5V M!4=9_=>,-AKIAQ17SEW:%AX32W'_C`)&$BD`DCO8$)&\=^U[<9Q>)@XPDH`1 MHR,"ZF\5=9H6P\/7M`1&$BEEE&FDMP97"W?CD\/'%ZN`D<0J@:0;*XV>>?HM MCM/=6,-(`IX9-1I--JZ%ST3C[#GA'H/Z;X<>^:->&EF7Z][*^QTA:_C)Y6## M:`LDEY:=H.FN#&`DZB&C/9"H'QA%0*)U9!0#B5;"*`42K8Q1#B1:A:#I5I

$E9$60 M!$A@AB`!$B!!_M-ZQ[+#EW%(6OOU]TM45W9UG>PFJ#]#Z616Y:7R9!6Z&XWR MX]`[E=7W3Z.X66>:YTS?YX7+]3\SXKE,;JZ!YTXI5"ZSQ5 MLG5^7C^S])@5AFP]Z<0;A;9YJFXFZ\\]6:LT*)E\T>EW"KWFN9J['^?U-O&6 M%4IC12:[]8Y2I][MX__QIS_NSYA__=N?_W[U#8!S9\`#U6\=4H5D#Y8_,IY.CDT_5O>V;/*QG]VA.&(V;K;EY.RX?EA<- M-+PU?FX']G>V+UFI-7BGT+*!AN*[S\.&XGO(2JVYE4+KRMS1R?FGH_I^81XV M9.XI*[7F-ADJ3QI-(0P>V)[;@?WI?,E*K<&=0J\-E-,9Q?>6A_7$UZ6(W=WZ MP)9@ZA47$M0Y;#C4'^_TO%%J-[.90C<9:C?&VQ;JGWV>E=K9%PI]SE`[^Q>% M[C+4SK54Z#Y#[5P/"JTRU,ZU5N@Q0^U<3RW4'_4F*[6S;Q5ZSE`[^XM"NPRU M<[TJ]):A_5S=RF+3\,HZX43PNZZ]GMLL5<$E:%R>01)4'#BFS4"@-E_RG,RL MT6J.)<>GD]/)N'IN_R;K0/7>NW"WK;G<:N+_^ZQ3NE!LO/M-Z*$UESU8M="`!^L\>^/! MT?A\/+7FL@>;%AKP8)MG[RZ$G'52I75^5D86XJ6UF)W8M="` M$Z_9"4_#:%*?!MZR3D\:NB0L;ZU%)#SL]:CG>LNM@3IM_Y!;;LVXXI63,X5N M=/;;%FH36-??7*=:*/2YG2HOSQ>%[G3@4J%['?B@T$H'KA5ZU(%/+=0?]4:G MVBKTW$Z5HWY1:*<#7Q5ZZPSL5IS=!,D'"JNXX&S-^=L/U\T]D[:97YTGJ'Q) MJ$)3A68*W2ATJ]!%-HHM%7H6:$7 MA78*O2KTIM#E98`%ZWUY'>@%*WX9+/EEL.:7P:)?=E>]4\.CH_*.V?M%G/2[ MIY2,==\36E\8N"[4,BNG`38+L)L`NPVP>8`M`NQS@'T)L+L`6P;8?8`]!-@J MP-8!]AA@3P&V";!M@#T'V$N`[0+L-<#>`NSR,@*O(C`JA4K2.4K&)6"5;YJ1L5@E:^:43E8Y9>:5>5SN:1S<"D^KPZ? M849'-K1N_PDK7BU*F((1I6`$*1@Q"D:(@A&A8%2\8%2\8%2\8%2\8%2\8%2\ M8%2\8%2\8%2\8%2\8%2\8%2\8%2\8%2\8%2\8%2\8%2\8%2\8%;Q"E+Q"D:E M8!6OFE$Q6,6K9E0.5O&E9E7QY8W&0WJ]WFD<'358>]62V`0C-,&(3#`"$XRX M!",LP2ASP2ASP2ASP2ASP2ASP2ASP2ASP2ASP2ASP2ASP2ASP2ASP2ASP2AS MP2ASP2ASP2ASP2ASP:S,%:3,%8Q*P"P2/!X)%@QB,%X9&"\$C!LH:RW_;10#6CDK&/ M!JKI11-\.W]TQ`7'#H_>.Q69?GTJ2ECYSI`T[Y_^`-:N4D"8-)+?ALK!$JM@ MA"H8D3K6;X'0&RW^^,>6\7EU-P`*N5IV!`H)!H4$@T*"02'!H%"#M<%"(<=: M]^HT02K7RMY!*L$@5<**A8!4CO5;@%0R&PP2#`8)!H,\1+=U:[.U7"BO4F6L$(5C!B%8S`!",NP0@K89VW['%OYX?O_\./2_VY MN0H,J5PMYPE2"0:I!(-4@D$JP2!5PHH40"K!H)!@4$@P*"08%!(,P@@&802# M,()!&,&@1\*&4PH]7"VG%'H(9O10$'HHZ`53O"S,3G-)LTBKT4/!J&:,#*KI M51.2P6[`?80,Z89=EPP)*UPF-L$(33`B$XS`!",NP0@K8=V5DS>5%FIYY2"# M#\T89!`,,@@&&02##`DK4@`9!(,,@D$&P2"#8)!!,,@@&&00##((!AD$@PP) M&TXI9'"UG#[(()B104'(H*`73$6&I%FDU[=V#'G`; M'>GMW8P5D1!RTBLP."(8`0M&O((1KF!$VV!DHMC\JR?BV#!<+2\H'!$,C@@& M1P2#(X+!D09KGX"!(X+!$<'@B&!P1#`X(A@<$0R."`9'!(,C@L&1!AM,*1QQ MM9Q2."*8<41!.*)@6S#MW5W;,!K--JW&$06CFC&.J&9;-?LYJ].3W4[^R(:1 M;C]W-XR$%85/;(ZUA5J?``DV:77ZTZ1^(I'P72WGGNC=0,8(WK%^HV2CF8US MIG-H4G^%$`ZY6C8`AQJL/>S"(<'@D(]M39Q4+T^&5:Z5+<"JA!6YA%6.M;/5 MN81GS6Q\;O6PY-?'K*\;A-+98 M1..P@^V$=6SVF:BQ.[B,1G37R]'9=3ZW`=@E^NB#-^WW^M7UB08KXKH>*3;- M6)?6]4\5S`JU',)-Q@H3MP$VSUC7Q%%U%W51J&43GS-6F/@28'<9JTP(BYL$ MH)9-W.>AA8F'`%MEK#)17519%VK9Q&/&"A-/`;;)6-=$O1;;0BV;>,Y88>(E MP'89ZYJHU^*U4,LFWC)6F("/6E*75QFLC%2K`2%U.2!D,*.77VG;ZZ\R4ZT( M]`O,>%&F&2OZV:W5#^RSH^96;'LV(`4)*QPF7,&(-F&=&,:GU;.:Q.]J>3T( M7Z8C5,&(5,;"-<'@FHR%:X+!-1_;-L=)W6Z7A5IV&:[)='!-,+CF)O+8=8!! M+!D+L02#6#Y?Z[)D&6*Y6C8+L60ZB"48Q)*QL$@P6"1CC44*>@EU2D/R;"P2 M*\8BG=&KJ"A*-K%@N-<1MG,FV+$Z&' MC#8R*.@54]:]UT<)>H&4=>\54H)>(FEX10:[@_L1,C1W?#O[1\(*[XA-,$)+ M6$6&:@\D6%?+*T>L,AVA"D:D,A8R"`899"QD$`PRR%C((!ADD+&003#((&,A M@V"00<9"!L$@@X\MR5"E%#*X6DXI9)#I((-@D$'&0@;!((.,-3(H"!EDM)%! M0:^8HK+XP!/,Z052UKU72`EZB81DL'NS'R%#NI?;W1D25KA,;((16L(J,E2W M:`C6U?+*$:M,1ZB"$:F,A0R"0089"QD$@PPR%C((!AED+&00##+(6,@@&&20 ML9!!,,C@8TLR5"F%#*Z64PH99#K((!ADD+&003#((&.-#`I"!AEM9%#0*Z:H M+".#SND%4M:]5T@)>HF$9+#[I249?M\#/*-TV[7+D805D1"R8$3<8)U+J/4W M[\F!J^4%)04R'1D0C`3(6#@B&!R1L7!$,#@B8^&(8'!$QL(1P>"(C(4C@L$1 M&0M'!(,C/K;D2'6A'XZX6DXI')'IX(A@<$3&PA'!X(B,-8XH"$=DM'%$P;9B MVG.Y<43G;`ND/M"(VQ]I5 MJJ_I$6S2>N>'6`JUO)9$[T,S1O""$;M@T$,PZ"$8]!`,>@@&/02#'H)!#\&@ MAV#00S#H(1CT$`QZ"`87!(,+@L$%P>""8'!!,+@@F'%!0;B@H-<+E9"7TSY6 MJR9<4#"J!N.":GH]1`^JT>$_Q@73K[F0L.IM=-755\)MU/CCMR0">@1:\DUP M,I+43D[Y=N1_?I3WC+FW![@$DP-CM>-P.]`2 MEZ![8S)]&5Q?F0;Y#W"*=A"8JYVB001SB5/TC*0VO(*TD6"VVJ8U%GV[Q[BBK6?8#[QQ>G7>6.$J-&BW.6VZM0[YV'S:@E=/;LT..Q8=7W$ M[GM_9(=/]\FQD5-+9A/6>6_1I'Y)+XEMAG(UM+?1D%;7R@;(8<+\17BC\_I7 M74E@,XYK3KVSDSZ?O5^+#+I6]H$VEK#NRWI/JLMR=+;`#7F3`\U.+-#L?&BV M2F=KK+)7>53R8Q)T-A_:JM5%1F=SH_U:=#:?*[M!&SO$#;J9#^TW0#<[P`VZ MF6ME-VA="6OJX.1("$+O.L`%>I=/WN\HO@O"1O>=^DO/K3?8?J+&^W7 MHK^X5@Z+_M+,GXY)DE40-^@N/K3?#6LN[D>V8,W%QSKHC!@.WYJ+#QXP[#1Y]\SCL[DK M-)<$ON.*LZ/ST:`@<;>Y''_P(9Z]?O79K<&J4XY\=LM#AT\YK58.?39J,#_E M?#H_DOZ2QPV?L.EQD;WE#NLUK':K'DZ5UAKC44_,JU6C?6&1MVXS&K#;KQY%I#;FP*K;P& MVXSE.C@YGAQ76]ASUAGTX<6UAGS8%5K9A]>,5750O`[KK0\*LE0N%)U M(CSYR#'GV/3K3I2PZIA3ORAVU`P=[,(DLIFL_4!'UA*67ZM\?GHVJ?H<*6MT MAD\Z[>S]RT0&Q04B;G%0-D4X4N"$52"<2"W0B'YJ+DDZ4L.'=AT[D M0_O#>LA:@PM`)Q+7Z$3-_,UEH[-J;>E!!SA`#_*I^]VD![E6S@,]J)D_720Z M'T^.ZA_"H0<=X`,]R&?O]X$>Y%K9!WI0,W^G`L;53W?0@P(WI`*L!XD)ZT$^ M.-NU'I3`X2*P'N2#^T.S'N2&!]2<4%2+NT(/:DPTA3"IZI\/65FCAX=5]Z%' M=;J/W?,\Y)=51EP1USZ4L.I$5-4JZ6R&$HH?%HK^N-^V2:9KY?#)7,*:G?#\ MTZ?1I-H)25LSCC^]LY-'G[U?BURZ5O:!/I2P[DY8_Y@@?:@9RA]W0ZJ0/B06 MZ$,^-%NE#R5L>.^A#_G0UFJ=6OJ0&^W7H@_Y7-D-^M`A;M"-?&B_`;K1`6[0 MC5PKNT$W2EA3!Y/CD\FX.I+2C0[P@6[DL_=[2C=RK>P#W2AA51U4SU'3C0(W MI`ZL&XD)ZT8^.-NU;M08?N_"3SNX/S3K1FYX0*VDE;OB+!JN2NM)'D=HH^I) M]F#4!R[\'*<'J3H7?AJL>R(:55L%J4Q#!S=D.I%KY=#)6L*:$]'D^'PD+W1V MG9Y.G-ZGG[4&?2"#X@.=J/&ANQ_*%>BL5KHA%4@G$@MTHL9"^_N#=**$#6^& M="(?&BYY_FSF1ONUZ$0^5UX`.M$A;M")?&B_`3K1`6[0B5PKNT$G:N9/YZ+Q MT=EX4K4`.M$!/M")?/9^3^E$KI5]H!,U\W?K0"Y!9[7!.K!.)":L$S4VVDJP M3I3`X5*P?1@5>)[%FSCW2B]&Q:MQ,E MK#H35:<64MD,?>=,U&BU'TO)6F-@<#L@:SZT/[FD\0`W2*)KY16@&0G&&4@P MVHQ@M)D&:\.BS21L>&NAS?C0_K`X\+C1?BW:C,^5PZ+-'.(&;<:']AN@S1S@ M!FW&M;(;M)G&C>8'U.J=C!YS@`/T&)^ZWTUZC,^5':#'-`X,5AFG'1_:;\!: MC/N1+5B+\;$..B^&R\!:C`\>,.QDL2_+^*F\/A_;Y1_US[G!@6__W$R]!G;, M&7:B.N;0AS_47$R_OO"3L.XQ9ZS-I5$K-X@Z:E+H6CG_Y"MA^8X0?_QN;(;])]# MW*`+^=!^-^A"![A!%_*YLAMTH4/I$/#EVI>A%MO=.+?M^C[_:CS]*B$M8Y_]0_ M^D*"FY%#?9GTNE9."+E,6+XY,.P\>O=D MI/XY=_K6P+K1L!-5-V*G[W2C=[YD8'U4VD["RM\-&C5ZPS].ZUKM-RI(3C-; MB]%6Q`*)<*P_UR1#9J.)"$;'\-GRLM,?!*,_R%CZ@V`T`QD+]1WK]QCJRVQ0 M7S#([K-ECZ&V8_T6H+;,!K4%@\T^6[8`=QWKMP!W93:X*QA$]=FR!:.E@M!2 M1ALM%82#.KPM*AZ*\\8A':&ML[;V['*'6FGK2G\D;V0_4-ZAU._\##X7E'WU9ODI5%KAY(6Q]JA\@@GB4IJ^4-(]+-QI*E1*MVHLTG> MW&)>7-+FV(`7,+0Q0.8]SLFX>@("T@9^1!]#W&AV!!Y'0_7+#8W:\`D0M@>S MU0F!_^(';'>LC526A0;0&&A^1$Y^C9AV<(`+-`@WEU-!.W!LP`4Z1->%H['^ MCATMXP`O:")N,7M!RW!LP`NZ2&.@6QG5;4\:2^"'5(;U&K>:/;$C0#2XK@UK M/TEON#CL5!#,5U>'79)57YQJUH.<"5(?UJ0:&\T72^1'ENU<,.Q&=2ZP)P'+ MR[%U$SOL5P9'Q^F)PNYEVN;1P_;'2LFE8VV<=8[(9-(J?VDPP,B:SY:7E0PY MUF^!)(D%NI%@M!Z?+5O@O"`8?4;&1V6@7@M$@?+;L M,>W`L7X+-`B9C6X@&.3WV;(%J.Y8OP7(+[/!=,&@M<^6+1B'%83#,MH(JZ#7 M5'%Z-2[ZG/UNVU4#G=`+K2A2(Y]/B.==JO&!KDNU=X[@>_WJXF3&VH/+]4BQ M:8#-`NPFP&X#;!Y@BP#['&!?`NPNP)8!=A]@#P&V"K!U@#T&V%.`;0)L&V#/ M`?828+L`>PVPMP"C\'6!V;P","H%MJ5`,RH&RCS0C,J!,N]HIC+__M>_?OWZ MV_2GWW[Z\8=_?OWEYZ_77__QCU^_^_.W__L7.]K)R2'[7HU"8\/;)'OT0T,M'^`D$M.K<) M^5'+:)0-B@3F7NC=?JYHQ,DI0_C*2V#EQ&9+;:OV[<3F.XE\(ZM')K2W$>B< M?,G@TT7Z>K8*+\G%_JYA;]11,5D M4E*%-$J62\&W6B(9/<:BY_$[GNQ?W>OYH'O&ATA"[.`;&2R*`?(CDT690#9 MBWA&R,"_(1B:+\H+LV&117I"=F"S*"[*QR:*\()N8 M+(IA;N,6\3AD$Y-%X^R=XQ=\-S*2V;O'+_B.9"2S=Y"S#F'.6*,C6Z.HFR`; MF2S*&;)CDT4Y0W9BLBAGR,8FBW(VM7&S>!RRL_*_]8HR-;HRAGR$8FBW*&[-AD4Q/Z7BBC[UD_"67L,1/VF%#V9#+^B7QAC['>'R?:GVU.*^%/DGFA,N3N!B*)N;C/X5+1.R3R:+5@G9JT?_+J@]AC69G_T M#(6LBWVVLM]&UY$(]Y\<^`'G4&B?'NRW;E6X(>YM&/>&N+=A=,_$_1Q*7I"\ MA)(=DM?3*.K=*0>ITVB==Z>?D$2KO#L]11*M\>[T#$FXPJ<<+$^C_K0B!^LP M!RMRL`[C>22>QU#RA.0IE&R0;,,<;,C!-LS!AAQLPQQLR,$VS,&&'&S#'&S( MP3;,P1TY6(8YN",'RS">>^*Y#R4/2!Y"R0K).LS!BARLPQRLR,$ZS,&*'*S# M'*S(P3K,P8H;@CAPLPQS< MD8-EF(,[LJI^30Z`*Z0O(:2*YRX"IVX1G(=2J9(9N&R3EG66;BL M4Y9U%B[KE&6=A'1KN[R9V!6DT-X;YMY"R>6E>7(9RZY,=AU[>65>7L=>7IF7U[&75^;E=6CO M&7//H>0%R4LHV2%Y#3W!KZ-\.]UY#[W8X]QK:><3.8RAY0O(42C9(MJ%O M&WS;AKYM\&T;^K;!MVUHYQX[]Z'D`^K?!M'?JVPK=UZ-L*W]:A MG<_8^1Q*OB#Y$DKND"Q#W^[P;1GZ=H=OR]"W.WQ;AG:,A)`FX!+,O(B99'UO M$?HVQ[=%Z-L M0LD*R3J4/")Y#"5/2)Y"R73,%<%Q^"$)"244B:Z8[BJQ$FP2HZ+U6KU M)ISM%DE,ER\.8NWC-=NQ";!"^^"!1_9A?EHH^5A`FY[1)+I M,=L'+Z71V:ZY+7G#+4Z5W"+Y'$J^(+D/)0]('D/)$Y+G4/*"Y"V4;,C!-LS! MAAQLPTAY9(/+45$.>'"#BU&1A(C.&25!0IC\=P02J2\$@, M&8URP!,"2*(<;,C!-LS!AAQLPQQLR,$VS,&&'&S#'-R1@V68@SMRL`SCX?$C M+O5%D?(0$A?Z(@D/'I'1*`<\=8$DRL&*'*S#'*SV-R&BOKPB!^LP!RMRL`YS M,"<'BS`'SE(/OO2G^ M^N,/__[IYZ_+GW[Y^6__^O6[?WS]"P_<'/V1S\W?_?*WG^V!SO0_OWW[-X^3 M_>&[__GVVV_?_KG_S[]^_>E_O_YB"BC_Y=NWW_+_T(Z__^^W7_Z^?ZCGQ_\7 M````__\#`%!+`P04``8`"````"$`P_Z7+UC>``!A$04`&0```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`_WWTZ6,O#O3)N_^''U9+:\6L/ZT=\_?/VV_]A'?/SH_;^^?OO\Z96Q.5_0$&-N8RS0>!MC M_61U?;68/2#(T@;!SY$@B>QHY_D*\'/$<>(EK&T0_!P)DLA^;1WQTSJB'0E[ M5-ZYM?@IB99/;E:KY?KF.NUY:SWQTWK.Y]K+B90SB,J,<:\N.T#S)_.;U6QU M'N:4[Z`/_,>D"YR)&OK_D&P3+W$&!9F6JI3F$$2J@:*;F2.?>)$`^__0WITZK7)V/<:D;3IALJ(]Q.39)M617.9 M(OK_D&03KU%4,W>&/MU.&?&Y,^+3VKF0`>__8U([GYHEX;S";-]]>_?SCU\^ M__4("S?&_^N?[_IMP.R'/IJL+48)PVH36VRPRO11[OHP/SW&I6,A^8HU\M\_ MKY:W/S[]-U:U]];FGFUFOL5&+/HEK`^[#<$N!/L0'$*0A2`/P3$$10C*$%0A M.(6@#D$3@C8$70B>A>!Y"%Z$X&4(7H7@=0C>A.!M".Z&X96!N1L&'?N MZ#V%W`;-80+YW]!<'Z;7G#3A7H"*L0O`G!VQ#0+#,N,);'RC+'-7;XTML3MWK:Y\X=P;&^PAI#D;(ELB.R)[(@$WE!Y"615T1>$WE#Y"V1NSM&/*IW/*QW MWKAZ,L..Y`$RZZVQRF*?D%@CK9&WD*["97(P$C%NB>R([(D4[D!9&71%X1>4WD#9&W1.[N&-TSVC#RQM63'K:V M#Y!>;WV6G@CFWA+L/%6,JW"U'(S$;4MD1V1/Y$`D(Y(3.1(IB)1$*B(G(C61 MADA+I"/RC,AS(B^(O"3RBLAK(F^(O"5R=\=(!UK&\&[#5MZX>CK#?=`#=-9; M^SHS9(6EV]'9PE]<-X.1M'%+9$=D3^1`)".2$SD2*8B41"HB)R(UD89(2Z0C M\HS(SK`J/D!GO;6O,TO\^6P9 MZ&PP&G1&9$=D3^1`)".2$SD2*8B41"HB)R(UD89(2Z0C\HS(R([(D4[D!9&71%X1>4WD#9&W1.[N&-TSXF&]\\;5$U7_D.T8%1QBAG=&14,"H958Q.C&I&#:.64LGH%:/7C-XP>LL(Q[:]8'YZC.&6@<3!+;/-"-MZS)=A?S[L/C-('Z_- MS'$R#CZD$?>"4`_.;<%U*$/K>#LX;M518NT8[1D=&&6,L[H!:.7C%XQ>LWH#:.WC"!#&DC(D-EFA/DC[LNP/P]V96@> M73WI'[%?4*0Y2?84:=#*O/30/WO:],^V^^)1M&6T8[1G=&"4,,7C)ZQ>@UHS>,WC*"_&@@(3]F(P..1UBNG2^_ M_CS9E=\%S=GC9W<6M$@%MNE?CNAW@HJVC':,]HP.C#)&.:,CHX)1R:AB=&)4 M,VH8M8PZ#_ECT1^=NF/A3`7??OOX_I_WG['.8,89&:,%GE;;9]CV`-8=(H/P MRH.L-YO^'10,$9"N7>O@<='6&BV13__SC:`TYW'`WRQG%`.D0\CL9HZ0[V:G7C M;U1V_;MXD`2L=!R'Z((.UBHIG$Q#::M6J^!-BERM)/I1HPLJ%&FL\`I+#:5& MJ]"J4BN)?M+H@FI%&BL,U6@H-9K-@M)HU4JB=QH=R)=-?_CHRF:DS/$RT%#G MYJS26_X-\O0Q(&UG>#';_J6R?N0Q;0]U/I\'Y]L[M9*+V3,Z,,H8Y8R.C`I& M):.*T8E1S:AAU#+J+!JK\_Y\3@:L?U?NPH#9XSRWH`W"J&K'K];A@U(,\7FN MQH]A>'@,!R,9G9WZ"=HS.BB*1\_42$+EC(Z,"D7QZ*4:2?2*T8E1K2@>O5$C MB=XRZCSDUV5_//:`8;:G:>XP&S3'CV$`%T%Y;7H!F4V3&O$HCQC-Y\')Q\Z& MPHMP_2MLL\7M[56PM.\EF[LDA-D.8N2N_Z%1)D9N)&I2;JV6F&F&+IB'?7`< MBQ4F+,0HU:I2C)*MJB:UZC06*VQ5+4:I5C5C1M17K;5*#%\G@=S+CUE"8T:B1-:"5XO`LZ,8ET@2>Z_AUN3W3]OY1;;@ MUXOKZWE07$?QBA3\6?Z%&*7REV*D75!9E.Z"DSK&NZ`6HU03&C62+F@M2G1! M)UZ1+O#EA_R>_"Z(KC0-^?-%^'6;&ZLTG.>-5HX4G+^2X";_?'9[N[H))MV3V*0: M4&OL>"\U:B0=T$IPVX#K^?HV?'>L$YM(`WS-09B>YB9/>;UCH#Z#@BDO?!.D MOPF_N&44(ZWWG47I>M^K8[Q?#V($$0S[NG#6S<1(FY!/:L)1'>/1"S%*-:%4 M(QG_RB+99MW.9NM@(WT2+_1S].IJ,4KE;]1(\K>7\W?B%1-^6MPN.^C;6Z,.69Z#"2R]VIGZ`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`D%E!] M]"2MYL@-HU9"19-U8A%)YN\/^E-&5T`7)H7>/-A3&N1-"@.*7^T6#W_Z4-ZD M0&@O5EI8!T7QZ)D8:6'EC(Z"-'JA*!Z]%".-7C$Z"=+HM:)X]$:,-'K+J!,T M,BGT!V+NF'[7(18&E(;:(JVUC5BYFP%KY4X=],[NSCK:_<%LN5CR?:<-%%G< M['WGD$WJ/],V:2=3`_*P`=?K]2HX%3Y*I%0+"C'2+B@5)5I0^2V8+U>+ZYN@ M!2>)E&I!+4;:@D91H@6MWX+EU36^&AUL]SJ)%&F!/YOT!VPIY3W__"=FCTOO M8&!.(.G9HSNMI8VUZML7G5.WUFBI7]38,=IK*!'105$\>L:AJ/=7KE.)O[*X=%Y]N6X?/!X3N5 M&['2S M__)JL,1;U#](&2J-OTYI_702VDHH=^J@B7AGK=*/D/9CL<+'!PF"!Z\V"",*@_.E7=70<#L^E_2Q>.[ET( MHQVC/:,#HXQ1SNC(J&!4,JH8G1C5C!I&+:/.0_[P/.QDL/]=UW!X#+KP7J0X MJARW@O0Y\LZBM/[WZJB"<.1G=H1BI`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`4E&B M`95$-R=,/(&8X4ANA6K-),D;18GDK22W5X]M=?C'_3HQB5R]/ZOT9VIRHS*F MP&E/ME?F:,Z]*;7(FVV,5?K)MO7#$T#IF1VC/4<_*-+^"U67<:BJ&)TTE$2O%<6C-QRJ9=1I*$3WQQJ"\,;ZPD:R-P]6$(NT8'1AFCG-&14<&H9%0Q.C&J&36,6D8=HV>,GC-ZP>@EHU>,7C-Z MP^@M(_RQ-1K(N_L1MAEA_HC[FG,/1V5^N;D]O]-]07Y\(+JR:'G>D/XM/`+1 M?]8BPDN+PV^!^`WKS\S]":\P1FS?!&81-OI3Q9D5HRVC':,_HP"ACE#,Z M,BH8E8PJ1B=&-:.&4<@?B_^5L[<5G[U9A"]VZ;1@K/J/>`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`[]9,1V#,Z*(J/>*9&$BIG=&14 M*(I'+]5(HE>,3HQJ1?'HC1I)])91YR%OF*_=D^W+PWPV]W?S%O6GH,/M'O]Q M!VN55/76&KD;*XO2A;U71VU#>*]PF-*$3"-)?^:3FG!4QW@3BBE-*-5(FE!) M<+NU65/KVX[LT# MP1G4G^*JX.B/.XBC:Q5*8BM&NI'9671A+Z6.VH8P^D&,4DW(U$CZ.Y/77XM1J@F-&LGUM]*$R/5W MXA*Y?E]N,'J(W'KS0&X&^?-;^#LFFVMC=6%^,T;>_&;0I?EM<(QW]V%*$S(U MDN[.+<+G$ONSY=E\'CP./HI!I+RMWB9T0*F1)'ME4;H#3NH8[X#:&B7'H%$C M:4(KP6,=T(E!I`-\P;G/%B8LJ/QLX=H@;W[C/^Y@K=+[)C'2^MY9=&E^L\W" MH`YS+,]OUBA5WYDT0;=NN47V1@WO'X0?;3J*4RI](4:I]*48:0]4%J5[X*2. M\1ZHQ2C5A$:-5'&FY^(]T(E3I`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`&E-PDWO7F@%(.\26%`\:[= MVE#NMP<8[05I81T4Q:-G8J2%E3,Z"M+HA:)X]%*,-'K%Z"1(H]>*XM$;,=+H M+:-.T,BDT!]VN1N_[YL4[&&C[O+O;RS2]P`V@G2!WBK2:Z17='?6RJ[98R]8 M2QR(:=CLAC5S$"/-GRE2/\J?^_EG,ZRMR_"YCT1*M:`0(VU!J2C1@LIOP7RY MGM-7NTX2*=6"6HRT!8VB1`M:OP6+Z\7M*GQ%JI-(D1;XD\FE<]%IGQRXX8-1 MB[Q)QE@!Z26&\MA:/_>3`XSV'/V@*!X]XU`YHZ.&DA6J4!2/7G*HBM%)0TGT M6E$\>L.A6D:=AD)T?ZS[@T)WDKFP3T%:0.W701+RS5A?N%L=BA=5^$"-M0Z9(:X':D%LKN8%/]T8Y+]$21_3MU;>38AQ=-".K?:,#HPR1CFC(Z." M4%3'>,)"C#1AR:BR2*IKO@Y^1?4D/I':.E]<+4:: MJV'47LK5B4\DER^4_CCK`75L3[_<]<,@[ZG"DE[HN3%63M%N+?(.$XS5I<,$ M8P7'^+@=.&'&*)*HI;$5I'6_L^C" M1*..\2X^B)$FS!CE%@UU?QMN+,0G4HMGD15BI+E*07IQE47IBSNI8_SB:C'2 MA`VCUJ+HQ77B$[DX7S_A669ZPW!K3BC=#8-%[EVBHOC%;L5(#UQVC/:"]#CG MH"@>/1,CC9XS.@K2Z(6B>/12C#1ZQ>@D2*/7BN+1&S'2Z"VC3A`?1=UBX!^P M>)S-@^+O(_STN/^VP'`*M+H.BFAC'=W%PR)W\;`H/;_NU5$STBZ#$V:,<@EE MYM<;_+'"8/$0@\C\:HO?=(%S<27GJB24R37C#888I'+5'+AAU$HHD^N6GTN) M02277_?_*\>5MWQ<:9%_WTK?2A='G>FV@G1JW5F4GEKWZIB2CFVI)LS$3U'. MZ,BH8%0*TL97%J4;?U+'>.-K,=*6-HQ:28AMF!9M^)IS)XYN:4??9K@-SQ8O MK`Y\AGB.X+_-H$C;&9;Z5HQT#MPQV@O2&?:@*!X]$R.-GC,Z"M+HA:)X]%*, M-'K%Z"1(H]>*XM$;,=+H+:-.T,CJ@.G!6QV^;\?81PD6#8,N+1K&RIE7M[<& M>8N&09<6C<$QWE\'&]U)F#'*I0WQ16-"KH(#EXPJ/]?8HC$A5\V!&T9MD.LV MO`/NQ``IAUG#J49_T0C/-R],!WRJ>6N0MUDT%:4@=% M\>B9&>G-%1D$8O%,6CEV*DT2M&)T$:O584C]Z(D49O&76"1J8#]\00]Q3? M]\WT6SY(M,A_N2GXGM-&_'1EVPKR%JAY\`[.SEJE5]?]6"Q'W&=M'<1(VY`I MTIZG\^/<6LF-V/5R%OY%@J,$XY^4*3]%PY[QJ%R1D<-):-3*(I'+SE4Q>BDH21ZK2@>O>%0+:-.0R&Z/];] M6:&<;_9C?6$E,4>+WK?JA],TMH2VC':,]HP.CC%'.Z,BH8%0RJAB=&-6, M&D8MHX[1,T;/&;U@])+1*T:O&;UA]);1W=T(NQ]A(P-^YX^XI[G9E7M6*A/, MI(^G&U=_NSNPR.?3G7_70HI^/WUVY1[$7:X(8Q^VR)S.N9]0%SN';4?8;H3M M1]AAA&4C+!]AQQ%6C+!RA%4C[#3"ZA'6C+!VA'4C[-D(>S["7HRPER/LU0A[ M/<+>C+"W(^SN;@S>C\'-&`RT$-0+5NT'3-*SJ]X^E*1EF)J'VXM5N$U`TP8S M68?0,F)0*3&HE!A42@PJ)0:5$H-*B4&EQ*!28E`I,:B4&%1*#"HE!I42@TJ) M0:7$H%)B4"DQJ)085$H,*B4&E1*#2HGU*F4(E3(Y)ILSJ]O>R MTKN*V14?7PK#GQ(3):))QLYA:!$QJ),8U$D,ZB0&=1*#.HE!G<2@3F)0)S&H MDQC420SJ)`9U$H,ZB4&=Q*!.8E`G,:B3&-1)#.HD!G42@SJ)09W$>G4RA#H9 MCDFA5Z=K&:C3/4&=LJSS$>KLRC)/DL30#&*0)#%(DA@D20R2)`9)$H,DB4&2 MQ"!)8I`D,4B2&"1)#)(D!DD2@R2)09+$($EBD"0Q2)(8)$D,DB0&21*#)%T6 MR*<_"73OD[[KL'9V90X4W?LG8>Y']QVFJW5XWPJ=F6A+[#:'-7T9?@43TAO, M9":%](A!>L0@/6*0'C%(CQBD1PS2(P;I$8/TB$%ZQ"`]8I`>,4B/&*1'#-(C M!ND1@_2(07K$(#UBD!XQ2,^PD3\2,+MR#WNGS%Q\VFMB_/08?W)$)(`9U-CU M?X9D4,^(QHQ5_\VMP6IU'7Q?&!H;S"0!-&88/H(J#!HC!HT-OHD4D-U@)N$@ M.PH'V1&#[`9?)\5-\$5**'$PDQ10(H6#$HE!B8.OFR+H*(AS,),4$">%@SB) M09R#KY,B'`OH=3"3%-`KA8->B4&O@Z^FH#]+`@D/9I("$C;,:"R8/<.S[4O[ M03[%GET9YDN8&"9%P[R_1;(*?WD/@AW,Y`H@6`H'P1*#8`=?[:353?!J'`0[ MF$D*");"0;#$(-C!UTT1O$`!P0YFD@*"I7`0+#$(=O!U4P0/!B#8P4Q20+`4 M#H(E!L$.OFZ*X"H@V,%,4D"P%`Z")0;!DB_420SJ='T#=8;GW9?4R0?;LRO# M?'42@SH-"]09_-H'U#F828]`G10.ZB0&=0Z^;J<'+]Q"G8.9I(`Z*1S420SJ M''S=%,&C(:AS,),44">%@SJ)09V#KYLBZ"BH%@SJ)09WD"W42@SI=WT"=_6&ZN_.\I$Y[^.Z\@CR[,LQ7)S&H MTS"H4RX54B0&*9(OI$@,4AQ\G1Z^"7[1$%(Z(07?D"Y$1@\C(%R(C!I&1+Q1%#(HB7RB*&!1%OE`4,2C*]?45-1L[?G_P M!W1FYS#!*:-EGM"8;<47=RXRXKL1MA?FQ#N,L$R8=R>T"E^RSQTS27L4YJ0H M1E@IS&ER-<).PIQX]0AKA#GQVA'6"7/B/1MASX4Y\5Z,L)?"G'BO1MAK84Z\ M-R/LK3`3+Q#:`Q^E]%^7#,^M+?/NCI7IM,)W+M;*6VKYC]+-U$PT`=F9ACCS M(&1'#+(C!HT1@\:(06/$H#%BT!@Q:(P8-$8,&B/6CC!HC.R@,6+0&#%HC!@T M1@P:(P:-$8/&B$%CAHW='<_ZH^L'+(]G^W#6,L??P>_B!CNFSZX^516-SW.9>V(+-S#&T=\IGF?\Z M]BUKS+I"\,-QR\C4-F)%KT5!=L8,9T;]IY9'_T8.=&ACX?*C&:',(:/,DE#F MP-236@&Q^JT8^4,I$.^$1D#.0T)I!.0\L$0CH'"O$;.Q/Y4V8\\=Z4%@3 MVH!2&_))&U!J`TNT`=7GMV&YGLW#OYR$1H@^N$-'W4W(A[JCV*@[8B@R+Q]^,8;^(M)@DKI`U!@%1XW9X/KY'124 M8>FWTU%5@VN\5U%5E!15-7C*.**$IB1%&0VN\:0H(TJ*,B*&FK'1C'C6J]7U M+#BI0\FD,P8ETS]P>$C)F`<4_IIF6+"F+?S?\D+)6-<+:]I@)5V-DC%LB7O9 MH1Q6MUPUUM6=-=U?I3&O%TLT;"8E`\J&LJ)L1K,&IY:HG2E943R4`<5##,4S MFC6H6&S+IF1%!5$&5-#@*M>/"K)9L:D9>IC^KBXJ:'!5LW!;@@JBI*@@8J@@ MF]0?UN!1"2IH)"D-*TJ(,J"$B*&$1K-R%5W(&I11_]#C(65D'I+X9618L/($ M>P.4D3&[M/+88#I-HHP,2T^36'P&U_@@8_$9FB$J0A4-GL)015.2HHH&UWA2 M%!$E11$10Q'9:&::G"WFX0*.`IJ0$/5#P5$_@Z=<)>K'L'37HGX&U_A5HGXH M*>IG\)2DJ)\I25$_@VL\*%*4$"5%"1%#"1D6[5E44#I?4$']0Z/O MJR#SN`G9I$?N9_U?`:3XHRHJ0H(V(H M(QO-WEZN%^'O^J.$)B1$"5%PE-#@*5>)$C(L/9XHH<$U?I4H(4J*$B*&$K+1 MY"KGX5?:44/IA$$-]8_)W!JZ=+1G'JOYE6-8L/;PR8%UO;#V#%;2TUA[#+/S MQGIUM0H6-E2-=7-O@<(-.JJ&@J-JB*%JO(2SFW`A1<%,R(>"H=@HF,%3+A`% M8UAZ"4#!#*YQ*:%@*"D*9O"4I"B8*4E1-(-K/"F*AI*B:`9/28JBF9(413.X MQI.B:"@IBH88BL8PT<_Z)M0/BB:=T"^:N?L`N3\/G[QU.WL&3U\L"Q8>.D6P M9A<6'@GF+CR6I2>J_4Q=XWU^$"LT0P8U$^9\-R$7EDYZ%+/DM]H*L7*2EL*< MI)6P=-*3F"63UF+E)&V$.4E;8>FDG9@EDSX3*R?I\Q'V0IC]*Y++Z_5M()B7 M@PGNYX>CC7!*?"563L+7(^R-L'C"MX-))&%00U@&O(5G>@WUGF$-&18L0<%! MV0;G[,85/Z)=LG6L1.*[$8:"&:*)'B4&O1*#0(E!CL0@1V*0(S'HSV6!VK`O^$ZU]9ZA MV@SS/FFYO@H.2*$V8X;22JIML!(506V&V6);X,OP07"(SYI$BLT>^6H3)#CD M2`DA1R\A'E$&^2#."?D@5XH-N0Z>T@;(U;#TG`D%#Z[Q'H2F*2DT30R:)@9- M$X.FB4'3Q*!I8M`T,6B:-#)HV3$9]3>1NN+?SRSS/LJYO@H.ZU$!UA6%F9IO!RL1""K`,+MEFUW?WMP&T5$"U@]] M$HV.&9FBHP2(H00,\YZUK*^"0WG4P4A2.I1'(5`&%`(Q%,)HUN!0'H4P)2LJ M@3*@$HBA$@P;>G<1?M8&A3&2,=P]H%0H.$J%&$K%L*!S@R-^5,](4NI<%!1E M0$$10T$9)I>Y0OD$+YR@HD92.M<95%3_A-&MJ`MWRW/S1-*[6[;,_0;,3%E< MR=B7V.>;^DM,J!-BJ`O+]`M.J`)BJ`+R1140@^3)%_HF!GV3+_1-#&(F7RB7 M&)1+OE`N,4B5?"%,8A`F^4*8Q*!"\H7DB$%RY`O)$8/$7-]`4)C(/4%]YQ3= MAPDW*88M==K&?&R8L]F'JHA!58;9E6@^6ZYO@L*!RJP-?J1F7XH.W1&#[FPT M\Z>1;ZZ"NQF(T!K@1S0=9$FA(4MBD*6-YF_->-JU9O@Q)*7Y".*E#!`O,8C7 MAK./D*['IEUK@A]#1F=JU9O@Q)*7+1`U0!M0` M,=2`#6YL%(BU\J9=8BB((9IL8S#M$H/\R1?R)P;%DR_T30SZ)E_HFQBF7?*%0+Y1+#M$N^$"8Q")-\(4QBF';)%Y(C!LF1+R1'#!)S?0-!]8^97$'UT^[B MYDFORDM+>N\:3K6&^:EZ)`?,9!QB45"55 ME8&YZ'T^=_?N<]\9_QBP86!\X1O/V_NC@A$D8S&I5,%``X7^=@2#F5R+S$RF MI$AUE&4O*E%\<2>HM@D4J=%DW'*WE)OG&MNL;VH<2:N M^U/#3>$A*1RW6!C=\T/"+<)P2VV.PP@5G0_I^@'#U+!^P1'M,F%+!1P3J=X3 M'&-L_0`#QT1JU[DT,6`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`IX01A>J*RUAQ>$(7S)1>;"D+GD(G-A:%IR M4;`P%"RY*%@8ME3 MR_O23-:9L71]DYY8,3/7U/[ZIK$F1_D0XEM/9(,])IO0"Q5K8^L(+$4]:R_>^R%KZ@:R#M2.0?J!T"ZMGX_#,.^QI M&43Y.SJ!%Z*@7XG@A6"+3F"/H1.GL_PVB$ MG]*DB\%J2_S9U`26BWK>!RP7K&7*6.!""W-E/ISX&8/4"VQ9V^+/K!?)J&5S M:V74?;]D<&`C0)U:-]?Z!ZHU;OUC!MY:_VL&$X8)I0*6$X;EC'7MX2]AF$ER ML8XPK".Y^$08OI!<7"`,%T@NDA?&BB"Y2%H8DI9<]"L,P4HN\A2&/"47+0I# M>GUN$EK9XLI"N[_Q0MVVR89G1??&RG/9IO;\(ZPL!S6LW2ESW1&LI8KI6`XL MC&,KRP'_^WA,=],(L<8,O=#5(`JZ\Y'F)%,Z@5HM;'VMB8`GK4U6`^D'D@ZV M.!FHO!88KK3OTAR$\"?]Z&_BZB/95M1/"%[8TQ'L42O8J$Q7A$D?\KG`/E'. MNX!]@BW.!8ZJ!<9SD:Y$,-FD'W(N\%T4]8[@NV"+CF#%6L'.Q?/I+O_^)--87@Q6O,3 MR:(@#.=)+C83AJ&(N"Y*)J8:A:N\N7MJ^:.EQ*C=8QU/Q;!^1+&Z1*&=81A'6%81QC6 M$89UA&$=85A'&-81AG6$81UA6$<8UA&&=81A'6%81QC6$89UA&$=85A'&-81 MAG6$81UAQ3H*L8["F12*=?K(I,[RY+Y7YS5)UB?][9JSMA[R;L_81]F+"/$_9IPCY/V)<)^SIAWR;LQPG[:<)^GK#O$_;+A/TZ M8;]-V.\3]L>$_3EA?TW8WQ.&)'6`?W@U@S,I(,DA/4FR/#7O9\EN#;]ATY)O MG96+C`#D+0\["D+,P MY"P,.0M#SL*0LS#D+`PY"T/.PI"S,.0L##D+0\["D+,PY"P,.0M#SL*0LS#D M+`PY"RMR5HB<%89>^#S)#"\,ITQ*G(_I/4N<$F%> M`J=(B-^B>'N`/BK>V*AX873#&(KWPT7>PI"WY")O8$^6$@;VD.>0M#WI*+EH6A9`*0S!3@9<]F5NF M:MO#&2\HC(U*#K9]#'3,HH:+ZLFO2+4P5PKBCE1GS-["$+A6&+H5AFZ%H5MAZ%88NA6&;H6A6V'H5ABZ%89N MA:%;8>A6&+H5AFZ%%=T&W![R,' M&_+7+KT^>"J/Y!=*GD7):Z5OO3%_N?_PQ$_2M)=/+B_>O?.@Y:OU[R.J;1Q\ M",8CT.BK].*CAY7KNA9VGQX$Q/;'YW4.6??@C MHEH?_NS8H@]_>9CWX?XA??CD;X]8=H'I8.:(O`(P'\*YHFD;++=L-RR'M;'<]H,8\:H03QRB%[DYIDQHA/>/#.&,*:'L>3Q+G]9 M$%/#CH),#=(X4X,PYH&AX/'A?,K;6$P".RHR"4CK3`+"-K;^0`'^CM3MD<3?4A1_"\/,M;7Z48J'0YI/,/..>L7, MT?AVMXJ9(\P/O#@W=>)\Y.WXM)>'<]<=2<[%WS:4"YA6&>8VEJFFO"P/7 M5/YL5\7!4@$'"\/!QE+5I#9,7%/YLUT5%TL%7"P,%QL;J]ZGEVTPETG1Y==S%O68MOU'&Y-3\;26IQ$R`%8V+6U MN#;6?ZM$S5S/X3@Z4K?/+H:.;OC)Q="1Z0Q#&UL7Q="1NET4/TM1_!R97A0_ M[RF*GR-UNRAVEJ+861AVKJW%!__2K(63=]3#R-(V1HY,/TB,;&Q]9C%RI&X? M)$:6HA@Y,KTH1MY3%"-'ZG;18N2HN@C#R!'F'2E&KB6V3G?Q\+H7R<)E6[:W M<'G1\GCZWUR4_M?Z';63;>B.9C8V+,^3'W_RU"O+3:VGL8QE%,?.>HI@Y4K>+8F8IBIDC MTXMBYCU%<72D;A?%T5(41PO#T<;J3>+3_2F_-(:;=Q3$S=(X;HY,/TK<;&PM M(MP=V-9.>R?]W;^9J);;][-+&Q844^ MYZ_.I.\6=FU%CB@_;$Q<"]@<]G#_D%]EP,`UA#]Q]9>OPS"P-(Z!(],+8F!C MY4^T)M^0B8$CM87EHAC8HKKO(,+`D>E%,;"Q\F>[*`:.U!:6BV)@B^J*8N#( M]*(8V%CYLUT4`T=J"\M%,;!%=44Q<&1Z40QLK/S9+HJ)([6%Y:*8V**ZHI@X M,KTH)C96_FP7Q<21VL)RT6)B"Z/J(@P31YAWI)BXEMB48GA99JVUQ_&)V'I- MQ`>1NET49TA1G"$,9QAK\VPG#7L*PES#L):S8*^#V890U)<+\1!5[&73]G>_S!W[*FE(3 M-P28_%=>OKH_WZ?' MO;BQQG#9O'*CM(X;A>'&L>)CWJC$B#OJ841I&R,*PXA#O>>'_$`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`6EK`;?4L*%O#^GE(PPD53%0I'I/,)"Q]:'BJ4C=/E1<)D5QF;'N M4'&9,%PF#)=)>[A,XG"9,%PFK+@L&MP^C.(R"^-K9/U$%9<97)^ILH)$\K1& M6D'*?G1OQ6LK2-V_[C_R?#8V[DGI;]=Y&)-%B#JKE=[7`DVM^,]8NF1(MVIX ML*;V!>22@:6G=K?M>F'"2/43C@EK578'HK\S$T9J"\N'A0FE*":,3"^*"?<4 MQ821NET4#TI1/!B97A0/[BF*!R-UNR@>E*)XL&:V0<6#PO"@,#PH[>%!B<.# MPO"@L.+!:'#[,(H'-1EM1\161G2;*B9KHE3%C[5".[_XT=CZ_.+'2&U5\\R#'Z4H M?C36'2I^%(8?A>%':0\_2AQ^%(8?A14_1H/;AU'\J+FAX?&GP>[3^!0_6G+Y M7O;I`"4_E@WA?E&\^)'G@#=\625?LJ?&-)862GD87U.O/1ZI!=HRAC&-K?=P M,&:DMK.1A8,Q:V];`8P9F9TQ]Q3%F)&Z711C2E&,&9E>%&/N*+U];:X9?+7H-IR4W' M7RP^Z4I_`I+%RQ9Y;_%KU[TE/J^SQL8G)\&V3PA]K5'#DQ-A:\Y'!EL*P MI>2R7@K#@Y*+XX3A.,G%<<*PE^1B)F&827(QDS"<([GX1!@^D5S6+V&80G)Q M@#`<(+DX0!ARE]PB[H#;0U[$+>T5<2MLZI@].2G;RKUL7_B@ONY.#W=Q=5>[ M?SQR>D[W]?38PJY=-5H4%QCMG,A'BEFO:DU[L'*\>SR?SVGQQ@0UJ%^[\QR# M+:)?;A5L,26NY']A)^H&=C*W/!@ZK!>K9.#SQJ]KC%`Z@0?W=`);#IW@MP\>=?_98U8C@G&E$QAW3R?P\MB)XT-ZI0!GUXA5 M%_"Z=`&O[^D"]A^Z<#P_G-(6!;/!CCZ4^2$ZT;R0=5/FASW]*E/&V+&'\^%X M2(\CRVJX[EM:#,L6]VI6V?GC5V?;*A\?SAH;%\E@VV>$0[`HOE?>'%SR<75PG"UY&)A85A6CG,OWEHN]55K[[-*Z)S_?)>Z\/-6QYL?O&HP[]6Z);;Y(.S=2<^>IAW8K('OJ<+G[V=K@M?G*V[\-7#:A?X. M3J?)5]-X8QLUTRQ"29E%^I=)1?O"L.MDHLWA>%-R<6(PKX[Z_J'T:0] MC":YN$K8[\ZZ]G"-M(=K)!>+"/O;6==>\4`TN#WDQ0/27A&\PE"'54ER1O2# MG*\\\'@L\7D!-,8W//D20C^$T0UA+&3"$*DP1"H,D0I#I,(0J3!$*@R1"D.D MPA"I,$0J#)$*0Z3"$*DP1"H,D0I#I,(0J3!$*@R1"D.DPA"IL")2A4A2X4P* MW(@,D4F29:.ZO^VX)DG;V!YN+QXK:X\,Z8ZR]?%[V+.RQ;M7VS\(JZZZ/4)7%+2]8T)E%E5^/ZNX1TF,B3,T)@R-1>ZB!+*+,&\.V4ESR$X8LHO<5N+\D`X6 M)4:8ET")TAQ*%(82([>5.#VE&W;$&6%>`G%*5.#VEU0/!1IB70+#2'((5AF`CMR^1-ET0;(1Y"00K MS2%880A61N&OJM'VT\=+0V*A.8:C3V*#.4_[:7]09 M87Y&4*`G5*A.*X15&V)3(JRMBH*&$HRMBH*&$H2G)1E#`4%;F]HM+, M@Z(BK%.4-(>BA*$HR451PE"4Y*(H82A*[]-V._.NO;^F+`_G77M_35A?SNS]I+0RH/H&Z:N)WMP/4Q=E0W/ M6QIKTTK>U41C]3$XCXGB7GCR2TPMS#6!["+5&;(3ANR$H3%AGR8,C4D<&A.& MQH2A,6%H3!@:$X;&A*$Q86A,&!H3AL:$H3%A:$P8&A.&QH2A,6.SYRU/Y7'S M+1JSQ].CQHQ=^]6D2RF^-)>KOQ#41':UL78W_/;0,EU/:$SBT)@P-"8,C0E# M8\+0F#`T)@R-"4-CPM"8,#0F#(T)0V/"T)@P-"8,C0E#8\+0F#`T)@R-"4-C M/4OS6'G2?(O&ZI/I)H%7AR=CXPO^^56%UQXV;+5/-%8+8(M0XN0-D5JS[GR? MG\_'_H`PZ(>MX''!!LT0=,,?2!I[+I.AB+[.@" MIHERW@5,$VS1!7QD8?4-C4=]=]+;6:D!FT4U[P$V"[;H`VMJQ!K#<]F5$:5UC"@,UPT5^3FF]!@/S^VHA^>D;3P7F7Z$&,S8^D5I3!:I MVP>)R:0H)HM,+XJC]A3%5I&Z711;25%L)0P/U=8>+V\YY:]@85W:40T+2F59-&S889T]5G",5 M<(XPG#.MFA[LXYP]5;&.5,`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`OX1AG^F5=,S M'#QTI6HR4=DBN\5$MJ4VFLC8N/R0,%%-O;+\U*CV.2R6'V/KU0`31>KV M(&.BZ(:K"!-%IC-,M*'Y`\Z>M%IF<8\T MC7LJ:R<6]]1R7+"$9V=W0)':PO+:CGND*.Z)3#^QN&=/4=P3J=M%,8\4Q3S" M,$\MNG%BLEKR>T1P4Q_FSL/YAT=U M]?Z^=-O, MI&YAV*\/&U?]-UU4)TG+K(8\/CP]IAD`A=:0#4?61\.M"]XXFHU,9VC6V'J: M0\:1NGU$"-NBNFD'84>F%T78>XJB]4C=+HKZI2CJCTPOBOKW%,40D;I=%(M( M42PB#(O4U@8EY&=HN&92=')3H14PDE3%2+6Y^CSK@4^*C^+#1).*W3J23%3V M+?U^@EO]%[Y7]URW/]OSU5>'RLHWP'>.2GN(.*JFCF'C0>&HB/)A9Y(W5A]0 MG)]D=QI'U31.2=>'L7%6`6D<1PG#44/!9UX+&%O"3#OJ829I&S,)PTS&ZM;W M4WZ(AXUVE,-&TC0VBDP_G]BHEKMR=]%2M\\I-I*BV$@8-JI%N9QO(W1**L%& M-;4?R)F-I`(V$H:-C%7I/#[Q35WC4&*C2<5M&Y7MS-Y&5YX*/]OVYW!;7EGW MF7K,4;=)>4;0SDYR/.:H4>VS=YA#&&Z(UGS0T;XPM"^Y:%\8:I=(4QX4LNNA2&+B4770I#A)++%9`P%">Y*$X8$NMST[Q< MMO9Z0;WL?>?GTDR^TC'VT.9J=&:L?`O#2F<6U5T$H#-C];+F^?ZY2$X8LW"?FV9A##$(JLS"^[[)_KFD MYIG7V/C8XY1N`YF,:UA_K=-I_G(;B-QJ@39?,AD;\RT[/E"3WQE%?C5OU3J" MC#ZX2!&D5$20QL:WGD[I^RW1Z*2HS!S(5JHBVTCUGB#;6I61BRE7GH.CY$AM M8?E$HFTIBK8CTXNB[3U%D7ND;A?%`%(4`T2F%\4`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`R^W^Y?9]8?C76DC^\C8 MN"KEWU-_[:E,S-V,D&;2-Q[%MRC[!(:/K,!ZJL9.M6^K`MBI]K85P$Z1Z46Q MTYZBGSQL^:W/V$F*8BL?8AWO@FT?.H:I4=U#K`G#'=&:CP%>$(87I#V\ M(`SA2RXR%X;,)1>9"T/3DHN"A:%@R47!PI"KY*)-86A3 M'_(WSF&A'7W`5-('3+6G#_AL[,-]_O`EKMO1!7PH7<"'>[J`-<VU]@_3W,V+A.Q)]E0I#GI*+%H4AO3XW"8T93X1VV\_,'.]*&_E:Q-CX,S/Y=0O6"`N[=CU? M"_0KBD*L:,/ M^$GZ@)_V]`&+65C:K,*!W!B'LZ@C#%:\J7)E M""[QZ9@J&XY)V9MC9>D(TL;(VRZL'<'07#H"+F2&47G1JY?'\G5X>;`J&P_, MXCK&@1GC>TR[`3RGMVHXL`CK#JQO+AU8>49T@]S*I8<<@;%N/_3UL<9=N72O M4$SUYH\_K;/RU8W'0TT=A);N@CBF293<:7"8 M%N97^(?30_Z`!(==FV)$6[]:P70BRE7R+2>B7GSWCR@/QH;!/>S* MX$94-[C".,J>I6,JUU:W')-=BXV#6Z_9.)?M).;WKCFFFGIE<".J.R9C=20? M3\?[A_11%XZQYNT;R7(=T!_U"^=4NYP83X:Q-,#IB3`GHX;QIYVS)KS++1U* MCZCN9!ACU[3+S%^$R?FH80Q]%.AO&I,,RE5!?T*N+9/U*F*0MK'AQNP0K/6B MNVOTPZQ1_2Z/9S;&,45KG(YT`.42H#^`%XZH74F,(UJO.`9YZZ["P<*N+3NU M0"_3V=Q5:R+J-GKW*OI):]WI'4_1,5\*Y5.T\]'MI9UTB539,/:-M6/H.E?' MOD8--^7*WAU;:S+VQW*-D%ES;R0=FU2[)R&H37QYIZ93NI1@VO3DP& MOH:M-W(X&]:UH;7NW*:!+]*Q>4MTBR7H#V"^FQ,B;WF/S/C_+J7@OSBP-Z%JG. M4*DP5"H,E0I#I<)0J3!4*@R5"D.EPE"I,%0J#)4*0Z7"4*DP5"H,E0I#I<)0 MJ3!4*@R5"D.EPE"I,%0JK*A4(2I5B$H5)BTDE98;@EZEW:7`M3G4[B7&.=38 M\-BTK)HL%AVC1\)0IS#4*0QU"D.=PE"G,-0I#'4*0YW"4*I=-9[@3[T]F9_8:78\LK-W+U9VQX_%;CKMP'U:CAD>+#.;V6R5!8@>X7 ME!@*80R%,(9"&$,AC*$0QE`(8RB$,13"&`IC=E+24)0;V'XHKBG;;GC'R=98 M]X`6AP7KKACD:4*-&AYYGO.O&G#.K;'AD6=E_2\;>QQLNRBC$*UU48_IG3P& M)L+\PH6!,=8596""=G<^ MS$O&QM$3QKQDK/\9P0G##)*+&80Q#-%>?T;2[@K#$&%^1A@&:8YA$,9)EUS. ML##.<)\[GF&>\(UG^&53U:69=*-:V7#BE;TY5M;-.&\G[)VSKKWW$_;!V3#1 MG?-W;7WLPMJ)U^Y]]KBN[!=G79>_3M@W9Y:;3GQ^A')E8BH?*\J+067#8M!8 M)[MD5\ZYM39LG'&3-7X%#L,087Z.&`9A#(,PAD$8YUS8IPGCG$L,BSTB M&!9IOG^F^*,L)NV$Y]\!9EQJ*B)I83HNDR@N^,0>%L:L43Z0=[Y_/.F'\KP@ M1[]9D,&<%.R>+EZ>W#*8DRCI%N,[=NMP=Y\W*QCOVM2J6RA@4C!W"P5,HJ1; MB&+HUO'QD%_/1B/K7B75E%OP6U13;]F;V5ZQK75139DSVN@\I7=%48V%77-S M1+D3<+,PW"P,`03K.I)TB0`BRBLPVL(876&,9;#M"HQE1'D%!DX8(]6S-"[E MYO.6<;&;U='-QH:O#GS(WZW(N-348?C266.6C2@_)L;%6/UF/5Z+'KW-(-6D ME4$8MFAZ^Z0R;!'E'6#8Q@[D8V,,=W2`48VFMSO`J$:4=X!1C0YTF4_I$H"! MGG1C>U?SOMP4]V/_PLO)>F\]6-78^/VL3VG[@3QV=`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`OPCC#QGRMO7LZY#?[.>,UAC]-;>DJCC&0UAD#88Q! M;(A3'$0\7#_6/Y+V:=R_3*&.\HR1A+\XRQ,,;8V/AQ[*=TV<@8 M3XHNQKC<^_9C?.6VB.MK]:NQX;:HQI5;NG^D.3&T-2@?DJ9V$J:9VB$,31#25XD!\'X66VNC23+E&<]0_OG/6+E;*WQ\KJ8G5\/)Z?3^GR\9T' M;7V?1;U^U^8_1&;KQD=GM>3]^9GO$TFJ^>1!RY*?(ZHU_V7"OCHKP]/9*GU, M])N'#46W;<7KNN.(7K'5)3X/77\[76U5XZZL5A[5VTH98R<5WG>L.QUI"!B[ MFMDJ,';"&"JIP,`$VZ[`4$EK#)4PQB5:4UN5N^5^;GNAK>I-=UN97AU/QH;5 MJK)AM6JL':MLHN,T:ZXN8/?WYP?YG`*C58/6"UBKZ!,9HV69]&S1"P9PZ,7# M_>'N[CDMHXSHCEXPQE'1>\&(!EOT@D&N!?K.GI^3`AGW23\6?BQWWRLI[/SH MULGNXH?EK[+AJK*Q=JSY8N/-L4;Q+-;/$E*P"AUCY.NS@_[A8&/;%1AY:8UA M%L:H2@7&,-AV!4956F,(A3%>T9KZM-RE;PS.M7FSWN`/WC3&Q.!G]?7Q)(RS M+XRS+XRS+XQ94ACG6ACG6ACG6ACG6AAG5AAG5AAG5MB/$_;3A/T\8=\G[)<) M^W7"?INPWR?LCPG[<\+^FK"_)XQ/4>A)X)-H$SB3`I]$&R+'!T7ES8%!G=+S4E[9($EA=$,8DA2&)(4A26%(4AB2%(8DA2%)84A2&)(4AB1[EDYGN>O? M,/L-GZ(XU8<'@_&-#2_.UCC8]B3&>;?,LH$1UX`/^%Q3=HG/RC;6O4>-PX*U MLSE9_"SJVJ,/QAC#T,[QIF M$(89))>!$889(K<[;X_I6A-_1)B791BD.89!&"==W^& M7WC_8#?^XXDW-IYX89QX8TQ,?@8X\<(X\?_-VKDM1ZXSZ?6)/"&I))5TN7>? MS]V[#_MP.^&P)QR.N?#X_;U0B4P`^8$@)?]7';$Z@40Q%T`2+):D+0=>&`<^ MVO8'/NTA<>`CS--RX*4[#KPP#KRTY<`+X\#W;<<#7QZH#`=^9V&ZQ*>%J;+A M9-!8]^G3='UY4Z/*`[LX&4S>HFAA?HQ>=TV=O9FPMQ/V;L+>3]B'"?LX89\F M[+.SVA*_2)9_H)(BU48;*M8]?X]:#8"R MR0`H6QI`>NA`#0\,@*I&U^U`Y2-`52/*CP!5'0:0KDLI\#I]*GFY%^Y+_KRK MR/MZ2]W?\%96KD3"A,F7$VK8W@RU!,/+$[5EN9V/!+S.-7Y]`!^B:0O+!YII M;%'+8>!#].7EP`=CZV%@133='@96'!@&5D1?/@RL.#(,[(BFTV$D.\KM>6_' MWNG=;N?'!<'8L`%=[H.Y5]]Y4.11[3$.L[^V;(P"1V]^-"AGL.G']%59>J.< MPJA=].89J%2P[0Q42GJC4L(H2_1&AE2$J)`P9E'TIK.HW-#W17CF++)]@;$V=?^@G?RX6S'6W1]2"6%4 MPEA]MGI[]\`7X.0$5F-8N>,\-SF!2>]41AB5&3/>GD\/Z0N.5.I`1FHGO5,I M851JR,CMPUVZN:-PZX3C?"J;LD,I=^;3)3YMP%0VS*?&MH_S2U[Y(#OGKGX^ M*7L=DR0N^D&I-^W.3LE>3..HA;=],&$=?XCCZ MPCCZPCCZPCC6PCC6PCC6/4O'NMQ<]VO7GO`E/@MO+/WJ@!YA"QO6K;,PCG#M MSM^>X$4H_1T*#UHO7-H]19"4%&%,>7=U?YV?C5"5&K1*29VD>^HDC#K5WCC; M=UJF2P]*-TFZ_6V/<[D!]VJRU;/W8.L2GZM9;^*'A41W/[SI,%^L:?=E<*HI MC/DBC/DBC%()HU3"J(PPZB",.@BC#L(XZ#U+\Z7<`3_E"-<[YG8"__WF;&RX M>YWL8]2P<;Y8TXYQA(W5\SSGW"O]<7N/6;E+#:1W:B",&@P9KZ\?KVZOTKTQ M1:E!JY242;JG3,(H4^UMG"XI*96;)%U,%\8V%/-Y%V[GTDV>1<:&O:K)#H4W M'691[:XQ:FRL[MX^7CW>YE,AXS9^^N,]: M4>,#*:FQ=$^-A5%C8^,74A_3+C4UGB1=U+C<_3YEPMK=\G`5?N[OH.L74AO; M/MI@,,&V,U`JZ8U2"6-:16^R\7`NM[9]$9XYK>P.>:Q-9?WVW24=Y[EV8J(2 M-:XQII6Q>K*Z>;A^N+U-KP53FMIPYVPEW5,:891F2'G+%QU MQ+7=@3<=V\[P-J):AG<3]CY8R_"A8]L9/D94R_!IPCX'F^P_/)3;Y?__:77I M)M?&[L2'LU6-&\Y6C;7/*D_/7S&U&"D;1G:K?.(4?)?OU*A6#>H7=MWC:QE] M(:-:UI*1+49!`8=1W/+#D?=7Z2L/5/3`**AQ9/114-%@BU%0Y)J@'^Q]?HV# MND_&L9B/Y?9[I<+!UR<>[#9^6&(K&^>IQ<':9\VU8IY:5/>J!"H(H_+1FQ]- MYFFP[0Q47GJCS,*H:O3F&:AAL.T,5%5ZHX3"J%?T1H;QJO*AW*;WQ=FY!KG$ MYPE9;_7OXWN&+VX\KC$.N<1QR(5QR(5QR(5Q@(5Q@(5Q@(5Q@(5Q.(5Q.(5Q M.(5]F;"O$_9MPOZ8L.\3]F/"?D[8KPG[<\+^FK"_)^R?">.="3T(O#,Q@3,5 M>&=BB$Q*EOV'7LER179Z^+?RS<`].VWK8EPB*KN]?"'EO\F6ZD/\?S?5'MO: MFP;'((;![8VHQ.?Y4AE7-=W-1/I*-\W<4[+$YS6TLG;/S#B$,0QA M*"D,)86AI#"4%(:2PE!2&$H*0TEA*"D,)86AI#"4%(:2PE!2&$H*0TEA*"D, M)7N6RETV7_IR/V^'Y<'V<,:%R=CPGD:-@W5G5]G]JE'#2WOGJQ2&*I:@>X4& M582ABC!4$88JPE!%&*H(0Q5AJ"(,582ABC!4$88JPE!%&*H(0Q5AJ"(,58S- MWB-Y*!L]KDJIX-[*4#>&^LWL2Q_\S;NV><'*8''EK:%VQ96*S5IA4>5;(!%U MODH7C#@187Y=AA/&^)J@,YP0AA/1MJ6XU7?76IAWAR;2'9H(0Y-)BO-5VA_' MG`CS%)@CW6&.,,R)MNU3G*_3\42F"/,4R"3=(9,P9(JV+<7U==H!Q:\(\Q3X M9BQWYK\(!?E_ATYJEL\$O9RYO*AC?!SE?IRPFONC#_!*^==2G>3-A; M9RE%.DCONC!/\=Y9E^+#A'UTEE*TNZ/+D[Q/79BG^.RL2_%EPKXZ&U-K0]LN%T55DWW!H(PQUHFV7XCK-,=2),$^!.M(=Z@A#'6F+.L)0IV^;U"G; M;T]1Q[;K1G6,=75%'6&H8VQ0YYR_6((Z$>9'!'6D.]01ACK2%D^$X8FTQ1-A M>")MD4(84DA;I!"&%-(6`X1A@+3%`&$8(&TQ0!@&]&V3`67'L#?@>9?`CW7C ML;_OUCLW`0]UGW`854P-KQ,?W>?KJDX M@]0P;M[CCF>B241Y_5DGA'$"$883PG!"&$X(PPEA."$,)X3AA#"<$(83PG!" M&$X(PPEA."$,)X3AA#"5QH*", M`P4G+64<6'ED'(@ZZ2V/`W5E'*@[:2GCP.8CXT#P26]Y'"@OXT#Y24L9![/@ MR#B8&)/>NG&DJ5)V(I\R5>K.Y;!\&AO>QKB[3_<5S!4+&[[;T8WK@'$B*Z=([HT=(_,U8;6Q]4K(ZFVP<5JR4I5@M#X=J; M?\IS_DU^]%TG3/J6W=%>WW*K<.C%K4?;5QW7_+K7RC\A$#_B/[["B,BUZ6]VCI&;'8V.Y:'DW;)\])<5F2 MXG*T]*2X?"0I/D?3[:3X+$GQ.5IZ4GP^DA2?H^EV4GR6I/@L#)^-+0J*T.N, M2>BR'=L+O7ZM+Q<)NV55F0#^1#8ND;B84A\9"/OP=U>YMVXS#X0$8,EMXQ M.%KZI\9@8^O#BL'1=/NP8K`DQ6!A&%Q[L\/*AV0!'DW!X'7&P>#3U=.>&EC\ M^-3`V7#QS9^['L?UPL/X>OCVD7C91?FA?C5AKR?LS82]G;!W$_9^PCY,V,<) M^S1AGR?LRX1]G;!O$_;'A'V?L!_!;MKC`&?KT\HO#QM^R;\[K21QRI[P\:7O M=%7BLSC&AA<=S_E!&.)8V'KI\ZC^4M39>H[BDB58_V5(CV(8;B9V14MGV&5L MG13AHNGV=$!!B^J2HJ`P%*R]V?7O0]X5Q\<#Z3!4NL;0:.F?$4.-K3\CTD;3 M[<^(QI(4C87]=,8?^RT_OR6?$8'7Z9+`94O[*0+;%GA_[CY=&4LK7[H50.#: ME.'%E6HWL>Q>*J+:S&7ELY;KF8O`-0'_;"9@>8QA>"$1.%HZ0V!CZZ0('$VW MDR*P)$5@80A\MT[:R[0O66Z]4$RZ/I=A6P/(;A9<;R:.D,RXVMDV)Y--U. MBN62%,NCI2?%\B-)L3R:;B=%18PZ&^O?J_&X]7LU$=6^?L4*77MK M#%$E`UH*0TMIBY;"<%#:8IPPC).V&"<,O:0M,@E#)FF+3,(P1]JBB3`TD;9H M(@PG^K9)@/(U;Z;F:.YSS4D4&@3K#64@:!3<,@;FZNTA>H<.O`$+`MTOE:AFW!%D-`P'$( M)UZ/2;>&"'E@$"@:"7T0*!IL,0BLM;#Q9=S)$C@9QVP)C*0^$-P.MA@(NEM8 MM>)T_7!_E8X&^D]&T5UMI`E1GA^L)L2Q-Q!/5_4Y1+N[^=W9N%):W-Y*:5'] M&XC>6\>8`-&;'TET%X;NTA]N"\-F:8N[PG!7VB*J,,24MF@H#`VE+J=)V\LM]Q?7C8\_A>%3E=U1[Q5EY7!6+KQ53%JT^'T65E_SI,S%ZY8 MV/HF%'TFO75KY>6:%:%D'`@5;+%@XU@=QW"S=I.^#XYVDW'(F0,3(ZFO=Y@8 M;#$0Y)P.)#TGP-%9TYNTFX'5=2`L/7'1,KMGGO26*X/Z,@[4 M#]8ER.-@-M1QC)5)#[*9()-Q])5)ACFSMVJ6^+RM:6P\;09KGRD?#1;- M&M5N)I@(PK`^>O/JX;@P')>V""T,>Z4MJ@I#56F+E\*04-IBG#",D[;H)8Q% M4]IBCC#,D;9H(@PG^K:C`-?Y@ELV(Z> MK)"UZ7H#X_6TMVS>&X_JQO&V8\U9&<<[#V-;MH6==86LPQT_U6U:OSYX;]U` M/G:L99"!?/*P-)"4X7.$<97=UJ\\D"\>U@WDJ[/Q,^25Z9N'K2OSAX<-O>7* M?/>H;AP_.M9]A#R.GQZ6#HBLD'N521.D;++GJXKZ_O7EJN+@#4=Y#IA7SLJ& ME;.Q]EGS46+.6&_=S<6K"6,V6%R7`?>%X;[TA^C"WCOK^D-AZ0^%I2V^"D-. M:8N)PC!1VJ*=,!R3MA@E#*.D+?H(^^7,/F\2H^Q7]V+LG#K+,=>_]L#($6SIA4>.KS_F/F^%$ MA'5.&.M???:XCN%$M&T#T5>?NS!/@2:2`DV$H0K\LJ8F0%J*RH9IOQ3M^54W6/L=C6MC MHU_"./,8&]XKTE>?NS#_!*PPTATKC#!LFJ9(._8IL$FZPR9AV!1MNQ3RZG,7YBFP2;K#)F'8%"F\+4N3,-3IVR9U MR@;J4]2Q#==Q:3(VJB,,=8P-ZNBKSUV8?RK4D>Y01QCJ3%+HJ\]=F*=`'>D. M=82ASC1%VOI#G0CS%*@CW:&.,-2)MKTZZ;Z%LUJ$>0K4D>Y01QCJ2%O4$88Z M?=ND3MEY?8HZME,[JF-L5$<8ZA@;U-%7G[LP/R*H(]VACC#4B13>EB5&&)Y( M6SP1AB?2%BF$(86T10IA2"%M,4`8!DA;#!"&`=(6`X1A0-\V&5"V%GL#GGD) M7'!8GM1Z*:E^?W MT[6Q\28H6%L8)WLA%C4L%OKJLR<@S)/B1#1UAA/"<$(83@C#"6$X(0PGA.&$ M,)P0AA/"<$(83@C#"6$X(0PGA.&$,)PP-KL)NLD;RSM.7.+3#G)EZ7ELVN%\ M(2GYVP7;KA46Q^#1DE+*ILZ:V4 MJ%'L^D24;+1CB87M/9OUG'UO64-4BI&Y5QH*Z,`W4G+64C_X'LJ&_](S^ MPG`]LK6QGV_2Y@2N3Y+V3]WK]_0U`[)'4U\0,-O8^L!B=C1M@\L'%K,MJCNP MF"T,C6MOO0?G_)0-C2=)^X^:/"[;I+W'ER_EW/T;+NQ=$-@&ZVATW73E4C1, MTG>@3S>U*1,NPO)Q>=E%^8'':&LY?''R+'\$RH]B4DS(Z6/A#,/I(4LZ/I=E)6<4F* MV-'2DR+VD:2('4VWDR*V)$5L88A=DW*Q&H=7BHK8DZ1]49/897^V%WM/9]O/ M'74V-BS0-_(N].G&PO86Z-K9L$`;6Z\C+-#1M!V@+!8+=`S#ZXG-PK"Y]F8+ M],TI;63A\8%T>"Q=X[$P/*Z]U5>O'Z]/=^F<@,0',B*Q]([$T=(_-!(;6Q]5 M)(ZFVT<5B24I$@M#XMI;?,R[A_2..0:O,R:!RR[Q4P2V7>518&/#Q?CY)HWK MQ:G:EP[&U9C8^MU@]4XFFX?>YWW+BE*?-X>,3:NR/G7 MFI"X-MU9D6O4L"(;6Z\;2!Q-MX\T$L3(K$D16)A M2&RL+E;\QDKZ7@T.'\B'P](W#D=+_Y`X;&Q]9'$XFFY_2!R6I#@L#(>-;7Y( M%%[G2PJ7AP2]PL][1%3T%;.-#0S`[FFXGP&R+8AB>`+.CI3/,/I(4LZ/I=E+,EJ28'2T]*68?28K>T70[ M*7I+4O06AMZU-[LMN,]K$F(?2(?8TC5B"T/L=3J\7J=+7I<'';W7>TNS/1@9 MKR^,#5_VO`FV?8BQM4;U[TDH0\WHS6N-B,(04?I#1&%8)VUQ3!B.25L<$X90 MTA9]A*&/M$4?81@C;?%#&'Y(6_P0AA)]VU$`%LA1@.U@;RUC,,MW,RD'<>QD#*[]?PAYO'%[W? M>\"PBY:7Z@\1U4;PL6.+0_')P_@,EQ%<<2Y+@_CL,5R(?ANW?#0?>Y_:-CBQ'\]+!Z&*[/I]MSVB'YY3%;AR%-AO(D MHU\-\V0X^$Y$.9?GTWQEPRK96/N<^0@Q/ZRWX9T(9:\]KLOP9L+07/K#:6%H M;*SK#VF%(:VTQ5!A&"EM\4\8_DE;9!/VA[-N?-@D_6&3M$4=8:C2MTUBE&<# MO1@[I\E3B<_+H;&R$1`7<'?WZ0MWK)`UK%U@88`PED-A&"`,`X1A@#`,$(8! MPC!`&`8(PP!A&"`,`X1A@#`,$(8!PC!`&`8(PP!A&-"S9$#91.\-N&S)//DE M;/Z$MXIAK%RWA1CG:Q6C-FT+)6)4QKBCJ9RQ<,7"UG=@Z#/I+2]'""7C0*A@ MBW'@6!T'ER,QW/--^J1H-QE'_\#B\A0*$R.IGSDP,5C+(`<$.2W,3Z`WYS0& M5)V,(1\+Y(UT/@3DG;24(>"SA:UK@N*3WO(XOD=4

TA87A6&?M,4U8;@F;1%+&!9)V^\3AC/2%D&$ MH43?7Q*@;'3W`N1KJ-__D[G/J78B1MEPO$SNWT[E;5HY@QH;7KRN<=U^!!98 M7/DGEAF9@:R*%K:W+S+K+9N'/=99-P[L";88!T)96'J]-ZU(.%;#^*=]JOR^ M,]I%4E^2T"Y8US1_`P(3:P;;][V9K8HU@G]B#/E88&JD\R%@ZJ2EU`1Y+6Q= M$WR>]);'@>$R#@P/UCZ!C`/I:X)Z*&:KXGH(:5*4[?+5I#AZ8V';[N-J6;?B MA]4R6/N4^?@P3RQJO+$0QFH9O7D]\5T8ODM;Y!:&R=(6;86AK;3%46&LEM(6 M!X7AH+1%.&'8)6UQ21@N25O$$<9JV;=-8I1-:!>CW#!/5D7N&-JR6#>MV]W! M[Z>R<+!4WEW%'32G2V&46QAKH##*+8QR"Z/A3NG7NE`EPCP!J@A#%6&H(@Q5A*&*,%01ABK"4$48J@A# M%6&H(@Q5A*&*,%01ABK"4$48JABSHHVJ<*$PJK)SLKK$IUVPRH87XAI;.5&C MQO?_Y4^?GUI8GD M-P(TZ6=OVB7]TK'MI%\]:DRJOQJ@2?_PIEW2[Q/VP]F08O*K`9KBES.AM>R9O\:D!M.KR2I]WAH*3%.&,I M1?IB_KLNS#7'..D.XX3AUS1%>H+TJ0OS%/@EW>&7,&R:I=!?#6AAG@*;I#ML M$H9-D<+;_IPPU.G;)G7*?N]3U+']X5$=8Z,ZPE#'V%#7R:\&M##_5*^]:9<" M=20%ZDQ23'XUH(5Y"M21[E!'&.I,4Z2]"M2),$^!.M(=Z@A#G6C;EJNS_,'T M+LQ3H(YTASK"4"=2>%O4$88Z?=ND3MD4?8HZ=1.UOW$K+LBJ(PQUC`WJ3'XU MH(7YIT(=Z0YUA*%.I/"V+#'"\$3:XHDP/)&V2"$,*:0M4@A#"FG[;<(P0-IB M@#`,D/XP0!@&]&V3`64/M#?@>1?.M[:5.JXIQKH)S^E(&&(8*RM<;,>=]5<# M6I@7%S&D.\00AAB1PMLBAC#$D+:((0PQI"UB"$,,:8L8PA!#VB*&,,20MH@A M##&D+6((0XR^;1*C[`SV8NQ=D-A.XFB`L>'6Z398J[9NZM6H(FXX,?G5@!;F M=<4)2T!39S@A#">$X80PG!"&$\)P0AA.",,)83@A#">$X80PG!"&$\)P0AA. M",,)8]-;I[(%^!0G;,MP=,)8^@*!_&I`>:+(667GBZ(MRFO]ZJ0,)Z(WC\.) M8$VQ+"*61)2WQ!)A6"(,2X)M9\";B/(,>",,;X3A3;#M#)@449X!DX1ADC!, M$H9)PC!)&";U+*TN9>/O*2;91N%HDK'A&P?YM4S..+5E?W;)9>8<5*.X5.K6 MF_0]+-RRL/+!6EC.B6Z3WG).!#PP,@2<]"6/>G#RR,C0=-);'AGB'A@9XD[Z MDI'A\I&1H?>DMSPRA#\P,H2?]"4C8PX<&1G38M);'AD3)4;FDXR),FDIXV#N M'!D'TVG26S>.-,'*7NE3)EC=6QVN[(V5;Y2%[9-?*+BUL+VENG;6OD?+=#*V M?D[*=(JF;1S=!Z^OWZ:4R9LV!`3!KHNOM83)K M(LH'P!2I_=?GM(_Z"P8>P;DY2I$/`;,C^MZ.8G;4;*T23`5CZTHP%:+I=@*F M0@S#/R)301C>U][L8_/G8^1+.QZQ\;&3\F7/MU?^\N6V(S]F4+Z-S<7&>':I M.\B,,8[XY,<,O&D_1W)A.+W4!.U)$O(;\^_]/CQ;UY[6/D>2TS";/8;CUH.XZU'T9<7Y)VS M]3#>>]AR&!\\:CF,CUV4#^.3,[ZB6-Z$>+R[SW]V^G.$K([$%X]:#N&K1W5' MXINS]9'XP\.61^*[1S$,_XP_)NRGL^W/_2M"-CYW4I]5>#@#[*E?XK/ZQH:[ MBLF/)MS5IORS:>;+DT>U9\>H;RW7:R[JUP3KI=^C5L-`_>C+ZX'Z1X:!^M%T M^W.B?HWBG\VC@?K1EP\#]8VMCP;Z1]/M!.A?H_AG%/V/)&4*1--ITC0%RF;_LRZ"[DK+/!F,I?-`NCY^<:I- ME\L.DZ%VUA9@)H.Q];+#9(BFTT-0[P".#(/)$'UY)9@,1X;!9(BFV\-@,EC4 M\F@P&2+*A\%DJ/W7\\!]_A8[\^#`")@'T??V.)D'T9>/@'E@;%T/YD$TW4[` M/(AA>`+F@3#F0>UMZV,S!=;YTA0H3SOZ*;!W%K"G(\/5_YVQ\2R07XI&_-J4 M&;JYX"!^C1K.`L;6"P[B1]/M!%P`'1@&XD=?7@[$/S(,Q(^FV\-`_`/#0/SH MRX>!^$>&@?W1='L8V']@&-@???DPL/_(,+`_FFX/`_MC&)X`^Z.E,^P_DI0I M$$VG2=,4*,]U^BGPO*=Z=_9X:)P9QH93PN2''FK3Y2+(S*B=#:<$8^LEB)D1 M3:?'PT\)%K4`4^#;6?`4^D-3X4A9?3F&5`PV'8&%)3>4%`8OD5OG@&Y MA"&7M$4N89C4MTW:E(=9_X(EU9Z)C4MJ96T5Q"9C/(7=/D[85%OVUQ_R@`'! M+&RQQX1PM:M50A0\,"P4/#(LK+0P=K?*ML=DW]W[68T):0^,"6F/C`F/+

MT%L8.D=OG@%Y@VUG0%[I#5.%L4Q';YZ!95H8#DI;A!.&8'W;I%-YIM3KM'=V MMV=0XWIL+'U%)7T]E"7:PL[]XMMI?KD"98FNG34O,4D8)@G#I`,9,$E:8I(P M3!*&20*3?RN#KS_JY:.QM+N@@M6PU7D&P6J"/FIV#6!ANQL.D]ZRU(AY8&2( M.>E+1H:K1T:&OI/>\L@0^L#($'K2EXP,QX^,#.TGO>61,1$.C(R),.E+1L;< M.#(RILNDMSPR)E",K)M`DY8R#N;4D7$PS2:]=>,8)][]$Q]@7N+3#5IEPYF_ ML>USVLN31_4W:,I>1UR[!7S3L>T,;R.J97@W8>^#M0P?.K:=X6-$M0R?)NQS ML);A2\>V,WR-J);AVX3]$:QE^#YA/X*U_GY.V*]@E_Z2-N4Q25ZO^S\%?^PG M.^Y+-]DF8WP!RR?(BU.-VSG[UZCA>:E,HU?>6;G]C(O2&_U>X:RW;AK5/:\C M(\-"^TSKD2&FA:U'AJN3WO+(L->BEL<,>R=]R3%#Z",CP_%);WED6']@9%@_ MZ4M&QD0X,C+FQJ2W/#)F2XS,W6.V3%K*.)A`1\;!G)KTUHTCS3(N,Y:S[.#M MVGWI)T\S8^.B':S-C&YP]2*[]C;_&"R:`?;SL!TL:@N`W-#&!,A M>O,,:!]L.P/:2V\X+@RAHS?/@+[!MC.@K_2&J\(0,WKS#&@H#`VE+$X80P#!"&`<(P0!@&",,`81@@#`.$_3EA M?TW8WQ/VSX3Q8R*:Y+=>#J\P/R8RB4PN)$O+`X:G6&H/)(9-A?O*N!+N+$U[ M9PPMPGR\C$P8E@K#4F%8*@Q+A6&I,"P5AJ7"L%08E@K#4F%8*@Q+A6&I,"P5 MAJ7"L%08E@K#4F%8*@Q+A6&I,"P55BQ5B*4*9RKPDS=#9+*T/+SH+>T>^NXM MJ_;<8Q36&-\^D6C__ZG__Q[__KX-VS[7]18UO!E^>Y_>DJ"T$>8K%:451FF%45IAE%88I15&:8516F&45ABE M%49IA5%:8916&*4U9@YR;V@3O;4H^9$B3(HP3X!)D0"63"K;N+U) M>VMXW?8=UG!CXVH0K(TV?R96=8O:^TV`%N:?B=4@FCI#&6$((@P;A&&#,&P0 M1NV%46AA%%H8A19&68510V'4T-AL-2B_6S74\/)8Z\A;6:0:+I;D/*POWM-R6%^G43*L M;QZV&-8?$;,QK'&%*EO+:O>3']I>NLFJVS;I^-#V=#M^.0C5+6SX\SOY**)Z MC6HG3KPVMO>$MC7=+A->'Q@&7LLPD/C(,)`XFFX/`XD/#`.)(\J79XPU5K]H M]'C]^)B^I//90[;^*LYE;QAAH_/M@2)L1/D0L'-O",A9F_67,5VUDYQE'_0) MI\]SB<\6&AOVR&O:/*H]8D.YVEMCK)N2`9N";1]#;)+>L$D8ZD1O?JP1 M)=AV!D21WA!%&&9$;YX!#X)M9\`#Z0T/A%'XZ(T,J1`YZZW3OCZ(/#(RK#DR,D0Z M,C+%Q>MA):_+)N7*ZX./_LYUL[._*ZAL7-8L;F]9LZCNP1P6"V-9B]Y\26!9 M"[8]=1!4>L-&8:@7O7D&1`NVG0'1I#>L$L:R%KUY!IP)MIT!9Z0W!!&&$-&; M+FME;V^C_#OW@>?2-)_(C`W;RS6N8RQ<$D=]A5%?8=17&-441C6%44UA5%,8 MM1-&[811.V'43AB5$D:EA%$I8=\G[,>$_9RP7Q/VYX3]-6%_3]@_$\;VL@[Z MM]]GD,MH^7AL+P\P+4YE:[.WFM1D^WE%N8)J'\D<$;]@[7N\J4L1LR2YC`DB3!/@"21P!F2 M!-M.BC;16XN:;"^W,$^`29$`EA:)LFO9F[2WAMLNYZA,O_/IR@1KH\U'B-7` MHO:VEUN8?R:4B:;.4$88@@AC-1"&#<*P01BU%T:AA5%H811:&&45QFH@C!H: MFZT&#\_>7KZT3!>)E>UM+]>PX49-"^R=<641-\IR._?J5,/6F[BO/6RXH60?/&HYLH_3*!G9)P^K^[CWIZM;N0.> M'?T\JB_>T7)47Z=1,JIO'K8]JC\BI'>B&]6X/CV4S;Y^?2H7,:>'?RLOBNTL M59>F66[;.TP;RNGI]HN3-UWO[WA4OZ%MAH')]IG8 MDO65$&V-K8>!MM%T>QAH6Z/X)R9Q'BS:1I0/`T>-U0WE\SFW^NP1._O)K>_M M$:"HC``?=T:`CK45FXNS3Y=T+%N06<>;)S_K>+"=S.$L6EE:=^591PU;SM:7 M)^^LO=[.(FM)UTL9BZR%+9W)!M()P[#HS0\%/@7;SH!/TAL^"4.> MZ,TSH$JP[0RH(KVABC#4B-X\`R($V\Z`"-(;(@BC\-$;&5*9RXYA7^;GW=D_ MV,;C6/W*VL)!]8UQZ;G]N:A^;=E'R04"0EC8^LR$(Y/>\MD#:PZ,#&LF?&;8=&!FVU;XX!<6Y1T:&@!;F/P!Q=_MPE@>SWE5_^/.P4/3` ML%#TR+"P=G=86%R[VAA6\KIL0*Z\/OBTXZ'TDZ_\C`U/.VKJ(*A%=1FP41CJ16^^Z"!:L.T,B":]894PEK7HS3/@3+#M##@C MO2&(,(2(WG19*WN9??GWSEYU[[-_J/5@C-\Z]@_`^B6,U4H82Y,PBBJ,H@JC MA,(HH3!**(P2"J-@PBB8,`HFC(()HSS"*(\PRB/L^X3]F+"?$_9KPOZ,2A@_[M]QFTNYZ<&\-M:WA M45ACW2-AAB2,$0G#3F'8*0P[A6&G,.P4AIW"L%,8=@K#3F'8*0P[A6&G,.P4 MAIW"L%,8=@K#3F'8*0P[A6&G,.P4AIW"BIT*L5/A3(5B9Q^9["P[U[V=>TK: M3O>H9&7]8^('80Q#&$H*0TEA*"D,)86AI#"4[-GX\1]GN_-/_XV,2S?IFK8R M>R90'[PTULXV^8KSY:E]ASZ?TJWNONC`_)[V>L#<3]G;"WDW8>V>S!QN/ M96NN-Z=;UY[P@M2EFWSH;-=O/'3!EH?.HGC,67Y!\>;J.FW1<=0BHCMJT;E0T_ M;G?6-S8\C!-]7"A.IJXE&'9>9<\`">OV4=_9^91>]N*8UC#NRB*G_'HEAWF2 M-`^-`S^)DJ%1B^G0TBMAE&=G:,GJLM'PO(K5+8K^-O+16/E;K7%8SB=Y3E3# M=EX\\"ATB\[DL%"QFI,[L!:6+:%B=;A];[D4%*Q&L0Q$9SF*@DVB9&04K(Z, MDUQT=KY-6U`4;#*RWJ54L+(1(`5[\J.41]M/&.>;L33?TCK]XE2;#C,I'R,6 MK-I9TX-2&3L-D^LV_4%52E7#^">.6W]`ZF.^EJ&%Y7%0*QD'A:D)["'&[6/> M%J0FDR%T?:>2E)O_OB1[9P;;+!B/O;%AG^TQV/8'Y$#7J/[Q@3*.:O36G0:" M;6?@$$H&#J$P#EKTIB?/\LV[0%\/?3H['R!S)B93M=IYJRPD:8?TZ.D3".D3". MD3".D3".B#".B#".B+`/$_9QPCY-V.<)^S)A7R?LVX3],6'?)^S'A/V$_35A?T_8/Q/&KH$>U-]Z.;SJ_/[3)#*Y,$SPVZO9;;-=@?_[__T___6? M__OM?_^/_W%9?/>^"&1=C8MM,*0(@<^W^1*A"_./\G+"7DW8ZPE[,V%O)^S= MA+V?L`\3]G'"/DW8YPG[,F%?)^S;A/TQ8=\G[,>$_9RP7Q/VYX3]-6%_3]@_ M$_;;;S/X^PR^F,'D0A*XW($?7V9OK^R.O3\3.1N6V?-MO@WIPCI+K3N:.L-2 M85@J#$N%8:DP+!6&I<*P5!B6"L-285@J#$N%8:DP+!6&I<*P5!B6"L-285@J M#$N%8:DP+!6&I<**I0JQ5"&6*L32'B9+RQY(;VE94I^YS):N\C);V;C,YF=? MMU<1YK(R:&$(+`R!A2&P,`06AL#"$%@8`@M#8&$(+`R!A2&P,`06AL#"$%@8 M`@M#8&$(+`R!A2&P,`06AL#"$%A8$5@A`BM$8(7)A21PV27J!5Y?S=Y>V:[2 MN,Q6-EJ:=L,96H1UE@K#4F%8*@Q+A6&I,"P5AJ7"L%08E@K#4F%8*@Q+A6&I M,"P5AJ7"L%08E@K#4F%8*@Q+A6&I,"P5AJ7"BJ4*L53A3(7?L+2/3):6K;&G M6%JWTKI[KMNKRD9+TXXN0XNPSE)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A6"H, M2X5AJ3`L%8:EPK!4&)8*PU)A6"H,2X5AJ3`L%8:EPK!46+%4(98JG*E0+.TC MDZ5EL_`IEMKFXKB6&AM_&?HV;>XSM`CK+!6&I<*P5!B6"L-285@J#$N%8:DP M+!6&I<+^'VOGUB,[CIW9OV+T>Z?C'I$%MX'*V\D\]_LY56]&H\8S@#T&W/;\ M_EE;O(CFV0C^6 M9M:/I?Y;]@^;FJVQ5!B6"L-285@J#$N%8:DP+!6&I<*P5!B6"L-285@J#$N% M8:DP+!6&I<*P5!B6"L-285@J#$N%8:DP+!5FEBK$4H58JA!+6^@L1:U5EEI^ MOQ.56/MBP&$CC,,0AI+"4%(82@I#26$H*0PEA:&D,)04AI+"4%(82@I#26$H M*0PEA:&D,)04AI+"4%(82@I#26$H*0PEA9F2"E%2(4HJ="[T2F[][:F9;:;VELJ=TC%;8VDM6AACJ3`L%8:EPK!4&)8* MPU)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A M9JE"+%6(I0JQM(7.4MO=7V-IOAO065KO$+1CJ=P.W=9LQ4B.3!B6"L-285@J M#$N%8:DP+!6&I<*P5!B6"L-285@J#$N%8:DP+!6&I<*P5!B6"L-285@J#$N% M8:DP+!5FEBK$4H58JM"YX"RUW?TUEN:[`9VE]0Y!:ZG<#MW6;(VEPK!4&)8* MPU)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A M6"H,2X5AJ3"S5"&6*L12A5C:0F>I[>ZOL33=#>BVG;;Y#@$=I,Y+=V<=2VNV MQE)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A M6"H,2X5AJ3`L%8:EPK!4F%FJ$$L58JE"+&VAL]1V]]=8FN\&=&-IO4,P6GKV MO[G%H=5LC:7"L%08E@K#4F%8*@Q+A6&I,"P5AJ7"L%08E@K#4F%8*@Q+A6&I M,"P5AJ7"L%08E@K#4F%8*@Q+A6&I,+-4(98JC%1@"[_+Z2RUW?TUEJ:[`?U8 M6N\0C);N+K*%3QE;9#7/E')DPK!4&)8*PU)A6"H,2X5AJ3`L%8:EPK!4&)8* MPU)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A6"H,2X5AJ3"S5"&6*L12AH=@M/3L?TJ00ZO9FK%4&)8*PU)A6"H,2X5AJ3`L%8:EPK!4 M&)8*PU)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A6"H,2X5AJ3`L%6:6*L12A9$* M-I:V.9VE=A=@C:7IK@&=H:C&@22V:[Z!*F``?0K8YX!]"=C7@'T+V/>`_0C8SX#] M%K#?`T;WTH;C#ED`(Q48\;N<3DG;\&V57-&]\EYQ9V=F7??*K.TCNZ![Y6Q= M]PJ*GD_C`V#N7&ROL#V7N?$A[RUV)U#W&\>QX'QR8P'57+.57D@M"Z/'":/' M":/'":/'":/'":/'":/'":/'":/'":/'":/'":/'":/'":/'":/'":/'":/' M":/'":/'":/'":/'":/'";,>IY`>IS!2P7I<.QN^(GUCT8N1/&80A#26$H*0PEA:&D,)04AI+"4%(82@I#26$H*0PE MA:&D,)04AI+"4%(82@I#26$H*0PEA:&D,)04AI+"3$F%**D0)14Z%YR2MC&X M1LFTD=@/G)GUEW=YF,>^N"N-KV60Y,B$8:DP+!6&I<*P5!B6"L-285@J#$N% M8:DP+!6&I<*P5!B6"L-285@J#$N%8:DP+!6&I<*P5!B6"L-286:I0BQ5B*4* MG0O.4ML#;"T=EGW'&_NUT[E54]X^[,;0Q-IO3#[8;TS9S9)Q*<@1"<-.8=@I M##N%8:L/E]\EZ0^WZ4S+OZ;W,(1Q"[W,SNR#-`L]><@C9^.;7,=L\NULY0-LUM\$ M<\\U/=9LUX(]U5Q]L/%M?%=%MO.XHD7M5\#\HCOB[_;@9E+X`^I"S MV8A8LP5UD;="QU&,$Z]LNB0G7G-QU75G:=M5:\[2\OL63ZS_YM63O#^^ST4Y MF&MG67.5&0)G6=ET29F%5E/?JS__+.^T,N M.M>4*9C]C'P3S'G!>:=L5X-QWF&P_SR>R=!=J)8%@:F6+O#F9KL;APU7);9::ZK$ MQL(E7QQ]L!_7(#D(N>K5I'\H'D*OI#/D#K@T6G'W-I9W!E@?- MZKC6M[FH"NJ(D]9Q^:X.]@7"N.`&Q>T,Z1L<^V=73?=O&W6& M!8&IEB[PWO>R2QO859%-A%9449HW];8DUE\?SF-O+%?!7/1:`],E:JZF2U0V M&N0]HPYJ+NT2-E-:<9)Y8M5YD)CS0+M$RC;G0'_4W4!Y9$>CKTD38WS?T\5P4< MT0H;[!8?!QHF$JPJ;0*VHBC3? MZH8X^VV,!5>!G&VF]^=<^2JPN=EMQ^M7[OE+`E$->6:8+B<$8DG8_?NG?_Q_ M+`C^ZA<%-E*OJ9`\'VN'PR&$_>QWG;G<'S([CHQF3V4;]A@P3J7-YYK/ICI- M\RV>OAW2'*EOR,3.7"MJCSQ?=.S*1:]IR,G57$W'K6S\`-_E.=V:2ZY5]C.L M[>G.3-^&['Z`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`7@7L.6`O`7L=L#QNP=P%['[`/`?L8 ML$\!^QRP+P'[&K!O`?L>L!\!^QFPWP+V>\#HWMIP=.\`WD?PH8>N!ZU<@YR" M-4AA=-TZ[3[?2M<>LY4Y%4>6P[7?7J<,2R4?E@K#4F%8*@Q+A6&I,"P5AJ7" ML%08E@K#4F%8*@Q+A6&I,"P5AJ7"L%08E@K#4F%8*@Q+A9FE"K%4(98J="XX M2VV5M68LS6NW]LISRJRW5`?YFJVQ5!ACJ3`L%8:EPK!4&)8*PU)A6"H,2X5A MJ3`L%8:EPK!4&)8*PU)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A9JE"+%6(I0JQ MM(7.4EO_KK$TK9>[V?LIL]Y26=.,V1I+:]'"L%08E@K#4F%8*@Q+A6&I,"P5 MAJ7"L%08E@K#4F%8*@Q+A6&I,"P5AJ7"L%08E@K#4F%8*@Q+A6&I,+-4(98J MQ%*%6-I"9ZEM4*RQ-&]H=&-I8FP#%]4X#F$\:]B-H8EQ^ZB8R"$)XXB$8:

QFF\JY$?[RK9 M6-?6;/[^*O61CLR]'#.UN7G^NSW+?E8\/)=N,!^D#N.=G9Z]//2Z)PME/17%G;ROO-6>?5^KM"&E6:[U@IJK7,%I[\JF2W+&-1:57G>6B9Z>_J`_*S/\<8]G=L]ZU/J)1_3-96H%Q=XO_C1"7O^>E4=Y5EOYTMB MW9APV<@&_O!1\[[D8.,'T"LJN]HK:B[M%3;Q6=,KTD2I-R$Q][C`Z%[I^[GH MM0:C5Z1<=F)UA+@T+RB4UE\0C-8/@XV.NA'"9E5KZB+/PL8&N3O8X])T?3=" MC)]8ZB)EFQLA4B[ZMET%CC=N.*7Y%X2A%KHPIYO1/W?^?NHX,].U1SKD*IA8 M=QVX;&2WH!2=<2%_P#AMYI0K&_W0">&82XRWAW+6M/*0W\UT,G.M+,;G;#.M MG'-UUX'+QDT@'P]+@CV57"[8.`?K6YRYX;JZL/R^+A)SO5^,'SZ*HM=;/.?* MUP%>5=V.4[;<\Y<$HA[24>5`MS?G[O7!S7[ZX='+RKG@D-_729X?CH\%W1]* MOI$]!(QVEK*!NQ=P-X'[$/`/@;L4\`^!^Q+P+X& M[%O`O@?L1\!^!NRW@/T>,+8@M)%^O8M@I`);$%UQUTUM5MM>F&Q-?[E=\JC0 M)4^(VVM485./"HWIXQ![V8PK&7=P-O/T![?HI?%+FK-VV2YY1=;25FSR/7"WFJVL66A2871O871O871O871O M871O871O871O871O871O871O871O871O871O871O871O871O871O871O871O M871O871O871O8=:]%=*]%=*]%3H7G*4V/5]C:9K.]_TF,V9'U=++QBTF.;2: MK;%4&)8*PU)A6"H,2X5AJ3`L%8:EPK!4&)8*PU)A6"H,2X5AJ3`L%8:EPK!4 M&)8*PU)A6"H,2X5AJ3`L%6:6*L12A9$*=A%J;MRAVS( M[Y0L;-RZNS\H>PC88\">>N8.U[9Z)CK3BCO>MVG'J+L29&;WT>JL^GP:=]/R ME2!GF[GC77*QZFV"CI'9UD9B]E=G4A?;[E&VNQ5.N?`_S M<./",/HM"$,MN#";=NRX;1XR:*O7=/+'NDG#9RM;:;2XZHT;- MU72`RL;Z]E)1`S67[P#'S;H)6\K?7]X+^%KW:XB57OA.YO7'F!H^V ME")79Q?42SK*>J^T>:[$58E-F99W@N,F3;':3E!8^V)*P!X"1C.G>$U9#E[8 MJX`]!^PE8*\#]B9@;P/V+F#O`_8A8!\#]BE@GP/V)6!?`_8M8-\#]B-@/P/V M6\!^#]BOOT;P+H)T!6G.7YT+3DF;S*Y1,D^1F\O4<9,9XV*]3/'`;)WPI<59 MDZV,N!Q9+5H8E@K#4F%8*@Q+A6&I,"P5AJ7"L%08E@K#4F%8*@Q+A6&I,"P5 MAJ7"L%08E@K#4F%8*@Q+A6&I,"P59I8JQ%*%6*K0N>`LM<7%&DO38J0?.!/K M;A_O_1J00ZO9BI$SU#;#6DOM]G%ZY/*O__VW__J/?W_^X__\ZW!+>>ZKY(Z;M*_6#[.9 M]<.LW]>N1<>OF.*@:]$B-0(+0V!A""P,@84AL#`$%H;`PA!8&`(+0V!A""P, M@84AL#`$%H;`PA!8&`(+0V!A""P,@84AL#`$%F8"*T1@A0BLT+G@!$:M3N#K M=Z>.&\OO-^DRZRWU]V9KT<[26K2Q5!B6"L-285@J#$N%8:DP+!6&I<*P5!B6 M"L-285@J#$N%8:DP+!6&I<*P5!B6"L-285@J#$N%8:DPLU0AEBK$4H58VL+> MTNW*;?4AO[,TLV;O\_ZH["%@CP%["MBK@#T'["5@KP/V)F!O`_8N8.\#]B%@ M'P/V*6"?`_8E8%\#]BU@WP/V(V`_`_9;P'X/&$IJ`_]Z%\%(!:[\77&GY,J[ M&W8+P0^JTG>FV.IMGF9<_?GFTAI`K56(\5UDN0;1V M9>/5RS\L0;VG7/:K?_4:M_/W!FF*FJU\`$TAC*801E,(HRF$T13":`IA-(4P MFD(83=$RUQ2V_?H_T!1Y%[<3/K&^*2H;*SEHBI2+'R*T+S'8;;9NOY96J#F: M5A!&*RSX/-JEELR?Y^YBT$HU1_D\6DD8K;3@\VBW6C)_GKL#32O6'.7S:,66 MN5:T[N>;"Q]K'+KOQP;3T/'/-QBA=LWE+ MZ'7Y(]M@)__3QRBPX,A0(`AVV;DGMO!@03#,"(+)D2'+@F#($@23(\.8!<%P M*`C6'IG3RO836ZWF+GMI_[';&>3_V"#=CP*53;,MA)&PPBC&5KFZMSVQ=;4>=Y'Z_IL8OUS M]_[[T+@NYFP<3*U@W\UHAI2+;\>PP>J\/\F7RY4L,P_E]8'X'B+_1CQMM."( M:+7NB+9'GN4<'^T;AA!:<4$DVK6+M-MOSBX0S;P@$`W?!=KN]QQ5_U01(BR( MA!I])/9):QPGBNU"M:*,._ISW33O7W7*)-8_F+YWUR64R47;25*@3,K%UU.8 M,B>^5.RT=YL%7,(7A*(G=Z'X,:?]WO_6*MHL"(4V72C:B!]V]PHBSH)8B-/% MVFWY\ICF)Q<'!U%G02C4Z4)M=[LCWT#F-$2>!;&0IX]UVFZ/XU2FUV?7[E3: M!'&Q/D-)MV>9F1MQQL_.M]E+MNLC3LZ5G__>N;M(C\0J4=R]@I>2?C7*ZY)K(LJ;DGXURMN2:R+*NY)^-\&D'E5\.PYHQ8I<]/J@4CY@7"MCPH*2F%!SC;.!D4U?^VA]*4F+ M5S9=DA:ONDE6NN4I*6K6RZ)"U;*QIS;1!PCRE',3= MT>;VS.2ZMWKT?9>2[:J%#R67?4-9G7M<]K+.RY]Y-1@-G([,!7/C!CT^9;L: MC#8/@VG'7Q`,#<)@[EJ(&0N"8488S'4G9%D0#%G"8..DQ?ECFSEK_,F;/YT_ MB74OQ9S/>HW(19&YFJ%3C%W*Q?=.V13C+0B,5UW@D_]ZN8,$9JA9$!C'NL#\&N"5[ZT;CAC?%@3&MR[P M^8;WB=I_9SEBW%L0&/=A[62M\=#R^[E*8OU[2X+1P&$P-[.GS1<<&6T>!G/K,S18$`P-PF!N),:,!<$P(PSFKN3(LB`8 MLH3!QBNY\\=VL];XDW:_>G\2<[,:5Q?XDS?.9D:#E(N)R+#PO7&UP-"P(`SF M=&'.S;?OEBO.@C`XTX4Y^:/!E@5AL,6%&><(Y6JR(`R>N#"N;C!D01@,<6'& M_N38J(R@Z5#:.-WZN@PXU5RG)J%'9 M=$D,J+E*21J]LNF2-'K-54HR'E0V79)VKKE*29JVLNF2-&W-14G7FK8KMJ:G MIUVTOJ@WP;<+Z)>7JEQP'MTJ@@1<$HX'#8&Z50)LO"$:; MA\'<*@$-%@1#@S"8C@`+@F%&%.SH&@!9%@1#EC#8Y&A@&V/%GSV+SKG=C+S= MUJU?$K,/KF)$ZY=<=&:FD7+E]))<%HX/21UX/1Y@N.C#8/@[D9'AHL M"(8&8;!Q#9!'A27!,",,YHX,618<&;+,!'/^V`[;&G_2CEPW9]DG9A]<1X/@ MFI.SS53,66%[7VNLR#MJ[4QDG]GXNQ`,(<(>`D8C2SZ: M5!C-*(Q&$T9#":-9A-$4PJAX852V,*I6V(>`?0S8IX!]#MB7@'T-V+>`?0_8 MCX#]#-AO`?L]8#S=JI7`&P(!C%3@#8$NIU/2=NA:)8?',>W[669FR?NTM=>/ M6)E-_%+$L90A6QW1+L=QX>0.S?:#_*$M^:6(XS[O-W7])K.)7XJH9;ICFWP` M8V\[$>VQS=56VKGH:RNQ[EV?(>Y?_M0P6D_RT9.%T9.%T9.%T9.%T9.%T9.% MT9.%T9.%T9.%T9.%T9.%T9.%T9.%T9.%T9.%T9.%T9.%T9.%T9.%T9.%T9.% MT9.%64]62$]62$]6Z%QPW<5V4-8HF7=IH..2YYA^L6AU6QERLV1 M"<-285@J#$N%8:DP+!6&I<*P5!B6"L-285@J#$N%8:DP+!6&I<*P5!B6"L-2 M85@J#$N%8:DP+!6&I<+,4H58JC!2P:XW;4YGJ6W=M)8VC__/C:%IUZV<4S)O(G5C M:&;CLTH5(N&??'D8U7&[^G]%!R=>_F'$YN2^"QR58^X"E@KPJS1V#J)PBM7G]G_>8-B]8Z.U(VH/KZK6SZ5*G?G*N;^/JW M'ZC?!<&H\2!8^X[!4&\TPH)@-$(03-Y^H!$6!*-9@F#MD;F6L@5]VU(S`P&O M*\G^7V;'\>UGE$_Y8%>;).7JWWXXNMT6FJ1F*_;1`,*H;6'4K3`J4AC5UC)7 M1[8R7U-'>27?:9M87T?"D#0Q5R.RBS5F:VJD%BV,&A%&C0BC1H11(RUS-6+K MWS4U8OG]0)E8?P_`#U"(E+,QTYHD.-Y*(,MC6;EY3BU[=JJ>.4[#<]7?V'L[9 M?ZLUWL4Z[D7-R-LULS.U>Q MM-&"*+11'\7-CVF>!5%HGCZ*.Q8:9D$4&F8JBFL36XFT;3(W+.>52]=G$NO[ MS$ENF1]R-HRI#1:,2RD7OVII+;&_.;>///._@PE6K#OG=)"BSOG^=I'^5 MHM?[UYBKC/R/QY%-^_#4Y"HE7S5LNN1SDZN4?&G8=,G732ZYVK#+M:YF+;^O MV<3<365Y*&'X*"YEU_M+SM4_"*CMKLNL''+<_H.PO"TG9=V$4ORRP)3#MV@:^_-^3: MU-9\:]HTK1'[-DVLZWD7^7'`HWT/L&WDS/2\FJN,+S1:9=,VT&@U5RE)NU0V M79)VJ;E*23I09=,EJ?B:2\8H?:/$MX?C[GH3&]) MN?C-8)L#_/EX\6\'4=$+`E'1?:!;_Q8\U;X@#M7>Q^'*[$9K6F%!(%JA#\0/ MSM8:1HE@6'1+/TD6Z;+X]PS6+KT#7-DM>M M[73YF)CK*FZ@IEGJDG>Z6S^47*6K[':;BULP/)8\5]^]HEG2YY5(^^/9]5XZ MRX)#HEGZ0'9$VBP+(M$L?22^XF$TQ;6++4/7M(OE]].RQ/IES-EU=-HE9^,_ MUR[X-5<9J&F'RJ9+T@XU5RE)Q5W#J9)%@2C M2:)@YS&8\]^6BFM:*2TM^\M%8MWD*'C6U>Z;+)@AC:9$$8VJ0+<[Z9:@V[XJYIC2&_&XTRZY??^K9^*7J]SXRYRLCP>!S9 M],CPU.0J)5\U;+KDG(7+#QFC<$H_Y3MJM'1OV'P=SD@"99$(PF M"8.-O;$?C4ZVR"NCT9)6RFO2]IHQQ&`-QC!8+[/!:)2S79W;/!QSKOIM%6Z' M[BA;='2/?$R<>/U\OUM)BW7+69;?_JLR::T%@6BM+M""+Y&@Y18$IN5":1DEKQE[WQ.S2VC2*K+A/*=N<[BE777'OMGL7B599$(E6Z2-Q(])M M8](J"P+1*GV@[>;<;,&69ED0B69QD;;;L7U=N]@B<$V[Y*5EUUD27O.Y$AK&_G)WE]\=379Z.V9KC&NJ<0:SF*D,U M_:.RZ9*T0\U52M(A*ILN2<777*4D%5W9=$DJNN;2RX,M_=;4;%Y0=L8GYJ9/ MLN0^Y:(SQJ=<;LGMN@^5O2`8E;TD&/6_(!CU'P4[NEY$DRP(1I/,!'/^VV)P M32NEQ6/O?V+=]"B:Y*9L<]>+E"M?+_S]=YIG012:YVH4VF5!%-JEC^)Z-`VR M(`H-,A6E;XESN]Q>L-P8\KM%869=?PDFJJ7H]?XRYBJCPN-Q9-.CPE.3JY1\ MU;#IDL]-KE+RI6'3)5\WN60D.G.>:QP?\ON:M1A_^9.;$XU7^V'TOC_FHC.. MYUQU3G39N$!4=/J\JX&HZ)2K!.++B/M+.-6^(`[5WL?9GF[=VVH%LQ[M@O!_BM[LS0J\Z']R:^!:9,%@6B3E*L$ M.C53]4$2VF1!'-JDC\/S;>ZZ1YLL"$2;N$#;"=_LC#DD"T21^(;^UV'8Y&67!$-$H?Z,3C5WV/ MHU$6!*)17*#FD3_7*+;R6],H>6':3J/XEN:A\[1O^BNCOB4?T@NC.H51?\*H M+6%4CS`J0]B;@+T-V+N`O0_8AX!]#-BG@'T.V)>`?0W8MX!]#]B/@/T,V&\! M^SU@O-NFE'MQXH]@=G*V6_,$M M>LC[G-99?<5EEH_-;8;0K#6].;;)[R$XV[*A/;:YILR+D:ZV$N.1R#)[XRB$ MX98PQAEAC#/"&&>$,CA=KHXM)JMF,N1"<-285@J#$N%8:DP+!6&I<*P5!B6"L-2 M85@J#$N%8:DP+!6&I<*P5!B6"L-285@J#$N%8:DP+!6&I<+,4H58JC!2P2QM M<_:6VGW.-98.^=WJ,C-[NK&Q5$;T,=MHJ;)'GC3DD/CNEWT=AY\"]BI@SP%[ M"=CK@+T)V-N`O0O8^X!]"-C'@'T*V.>`?0G8UX!]"]CW@/T(V,^`_1:PWP.& MI=IPS-D">!_!AQXZ2VUAOF(LY8>Z9+U=&'VAL=1M.7!HN>CXMC)')@Q+A6&I M,"P5AJ7"L%08E@K#4F%8*@Q+A6&I,"P5AJ7"L%08E@K#4F%8*@Q+A6&I,"P5 MAJ7"L%08E@HS2Q5BJ<)(!<;2+F>R]!__]K__^.._'O[EO_[EG__IW__XSW_] MX_Z/?_NWO_W#7__CO_\OIAWXMNZ&_\-__O&__O(GFV/\DN8/#(:U4$V\'1(' M!R7QLK%$^E54\K(=$HZY=W@Z("V0]WRF$N0R%/DG`I_XT3[S,,E_LS-T"I\U5P0]K@96F43M\IF MJ+[-1/4=K6XWQRCLX61UR]\XT>J6F_UAXL6.]L#/V@5'>[C89_(W3AP^DY<* MPY+#9[+M&"4>A[KE:92X&\+R^RYAXA"6WP,)$X>P//P<)@[5QV`2)@[5QWY[F#A4'[=5HL3M M\)G\KFZ8.'PF/Y@:)@Z?F=8KOI<=ML-G\D..8_'1@E#IWW$'?> MP]!Y^1N7'%IEHO,.`^,A'A@/P\#(WSCLT"KQP+@;.B]_HY*[BYG`WRB1_6@2 M^1LFGJSZ]G$OXX=4A\2P$O8GJP3^1F%WPWGR-TP!Q*\OY0T-B[BYTG?Z/$6Q/^-O1]NS'?^1N5XTW"(3$4''5U0X,ZJ,"PQB!F4^)5FMGF>?OB="1`V_W`J40EKAK`1[`RC$[RS MM@E;AB\A^N7.OG='#\R^4>D7_D1I?`?&[A?>9(_J@+2]I47E['M=?B%#U$"/ MEL;[_%$:[^P??^&5_"B-U^Z/]GE1&C-3BQE>BOCE6BL7IO'SL<=?^-W7B9AG M2XLJFE/;V#E$DST.?V/'&:4][&^WOSSR)VB'9TM[B=,HM[.TJ!WN#X?#+P_\ M"6(^6MI3G$:='>S\HG)W?*<(*O$W"'IWV`Q7RTUTAB0.%^%X4#H,@Q)_@[`/ M>]8UC_P)TIXM[25.>VMI[^*TCY;V*4[C\VXM+3I%SGQC]1V>X7ZXH/$W.-"[ M_66XH,6ST?TPT^=O4)*KE9T^#S%I%WVVM)Q>=`VM;2HG,@;6=IT3F0MK>TZ!Q( M.UA:="Q/=BS\B=)>61I_HK1G2WN)SX$T&T?#6QI\H#7`VD[2XO:@;2]I47G0-K!TJ)C^;SG M6L"?:/#Y8FG\B=*^6MJW..V[I?$G*O>PW]Y:N7CPV5L:W[&JX\M[B\F?*.8' M2^-/E/;1TC[Q)XA)VM'2HC&$M).E14,]:3:^A/,#TFS@#8_EC1T+?Z+C?&MI M[^+C).UH:=%QDG:RM.@X23M;6C28DV87C_!8GNU87N)C(>UH:=&QD':RM.A8 M2#M;6G0LI-E%+CR6UW8L_(GJ#)?VYE+D_)V5XT]4[M[2^!.E$=/Z2N@+:4=+ MB\Z=M).E1>=.VMG2HG,GS2[^X;$\V;'P)SK.5Y;&GRCM\^YR^\OGW6U4+U\L M[4N<]M72OL5IWRWM>YSVL+ME+.!/T,>HYIV-!=&8]=YBOH]C?K"T#W':1TO[ MQ)_@\S[NF+]]XD^]L;0W<=I;2WL7 MG\-;.X=W\3F0QG4Z/@?2N$['YT`:U^GX6&@_KBMQ.=*XKL3EGNPM[?.ZD<7V/SX$TKN_QL;S9L6O`G\BEMY;V+DY[ M;VG\B]I=W':<2\I8W"_D#[,=>( MZY,TYAIQ?3[LCEQ7^!.^!,<)VE<5_@3IYF#8?MS4]>5OC_=)W93MM0%$5_!?4#"H86 M5*FJ1.PXHS.30-ZH&BCJ$!0B]?>[=E#[PLK+46%Q[;VOXW/N%/7ML^US6)=V MR@9A`V?#L,;9*&SDK#J_2"[@2RAOM=3GK'K7Y[J\5IV3D]L$:<@3Q`,NSY;^??-LORX))[++0C=!5V,K9 M;=B=LW78VEE5L+E*.WM&K3RCEC^C,JQT5H6U">*/9YOW75=<87G?]3,QBX>9 M>YB'S9TMPFX(H@5V&68Y!'859N\MC!Q)\&LR1BET[6:!1)@^VU%TCIR-P\;. M)F%3]P=CCN#^8,P1W!^,.8+[@S&V<7^3^)NZSGYT]IT-P@;.AF&-^X-1`]P? MC#SA_F#D,_<'8]SC_H;QU[C..CIK9YVPCK-N6,_]P9BON#\8=<7]P<@][@]& M[G%_W?CKN:1M=:!$NS*_9F.$II9*L/*!U.P'28JKPR8:7R2R M&H+0:\(NPFS.!HM07;^!I2X=N]]EF.5?VEV%6:_-HI-@ M;!Y&,'^+L!OW!V.N[OY@S!_='RSUY=C]4E_4'^U27]3#*#H)YF\<1C!_D["I M^X,Q1W1_,-:@W!\L]>78_5)?U!_M4E_40S\Z">9O$$8P?\.PQOW!F#^Z/QAK M5^X/EOIR['ZI+^J/=JDOZJ&B"7E&V\&2U[1='7\$ZY=.&,'ZI1O6\WZ!,;?T M?H&QCN;]`DM=.G:_U"7U1[O4)?5P2)0$\T`.9*_7&7W&?,#]P9C_NS\8:V7N M#Y:ZI%J6!8=1EH6.45=A*V>W87?.UF%K9U7!N)=V-@9')[N6=(S!5L&"=`Y$ MV$A[ECO._([SL+FS1=@-0:H`+%E+#ZC`,BK6Q0M(V?C ML+&S2=C4/<"2F=0#+"-?]0#[%&9]/2GP,"5(GPVB9>!L&-:X3E@RC.J$902K M.F$9P:K.870VKJ4;+3W7`LM;K5I@&6VJ%EA&FZJE&RT]U]*/EKZSJCC+B,*/ MD:5=R]N58:4SKIF,K9]Y6#*V>H=E)*K>81F)JG?>^(Q$]?-21TOMK!/6<59] MY..I:T(5RWUM7>WK0GI*AEDB5#*!3)54G%J=ZIE5LABOAZV_5]FRT!V+;C9R ME`PAC9()9*JDRG;9Z^['Z?]SG2]?/C_?/VZ:^]WCT^^7DY^;!XZVG[W/UUMW M3X_Y"NWK#_OM,]\.>G?R=;O?;W\=_OE]<_]ML\L?\,@D``%HK```9````>&PO M=V]R:W-H965T`G)SS[:=EJ2VIVW;([$LN/[?^+;6Z95GV[>\_][O! MC_)XVE:'NZ%S-1X.RL.F>MH>7NZ&?_X1_'8S')S.Z\/3>E<=RKOAK_(T_/W^ MW_^Z_:B.WT^O97D>@,+A=#=\/9_?%J/1:?-:[M>GJ^JM/,"5Y^JX7Y_AW^/+ MZ/1V+-=/=:/];N2.Q[/1?KT]#*7"XGB)1O7\O-V4JVKSOB\/9RER+'?K,_3_ M]+I].Z':?G.)W'Y]_/[^]MNFVK^!Q.-VMSW_JD6'@_UF$;\?JW*TP8B"C)7[E0H;:H==`!^ M#O9;D1H0D?7/NZ$+CK=/Y]>[X61V-;T>3QPP'SR6IW.P%9+#P>;]=*[V_Y-& MCI*2(A,EXC4BSM7-=.K-;JY!I*TVZFVL%OU0[ZWV-_K>PA MZY7]A1VRR^#DP4[*; M>LI:(SB2Z5)GWVI]7M_?'JN/`90T]/KTMA8+A+,0:B+O)C!F.0E-)G8E(F2@ M4/DF9.Z&,"W0_`35\^/>&;OCV]$/2/F-,GIH,;(MEF@A\EOHKBCP*0@H""F( M*(@I2"A(*<@HR"DH##""V#8!ANE@`1:%_<4`"QD18(S,`P(=<9<$$RVPR8H" MGX*`@I""B(*8@H2"E(*,@IR"P@!6,*$^K&"VKXZ8E,(:LME(2L\C07J0-LZL M">R2D14C/B,!(R$C$2,Q(PDC*2,9(SDCA4FL$$*-6R$4!>].K[Z>D4((5@U8 MDOMJ7EF1E<$AJ=I8-;G*B,](P$C(2,1(S$C"2,I(QDC.2&$2*^807"OF_6DK MK.O`8C`>%(&;EQEJDLK+Q@K;K1CQ&0D8"1F)&(D921A)&"#>O:_Q]L(6('6Q(S MV`W1@63!EC:>6V]BW;'CV;Q+E111(VI-M/U.B(S3+XF=A^XN8ZJB:- M*I*T(=U^LD9'^2%YDS?74;5H5(%8\R2>A:R):LE^>-K$]*_-[2E1R)P3C;H' ML5)&'NQJC!(@(?.U%8XEX"CD*.(HYBCA*.4HXRCGJ%"HI1C$<^17@BR?.V`; MAF-^J!7$ILX(EC,>DXE?HAFL@4U,636T&;GNS,Y57UE-Q-+WXW[N3&YL@P`- MS"Y17V&;+VH4M2FQ#L7*:FKZHPO:1769L1ZU6._F287'=^/;?C M5*"%V6^C1W8UBHH[A:@>9T>Y2@09_W M5`MWIUNFC=![CN+2^VQ&5YH"#3J\VY,N'B/-2?^DKM53ISG3$KFPX6JJ!H[C M2!DLQ7&?V#+U9?A*&^%H?86@L"WYJ;V6!=C2K#+7(T_^(5KU=2+21MB)N*,3 MY,Z48,O>3J1HU=>)3!MA)_*.3ES;D2BP954%)-D8X&E^UHR7)EF#5LBL1 MU1K'--(]Q4[$[9V8D*?9!%OV=B)%*S-@-&LR;82=R#LZ09:=`EMV=<*> M?G%,8$Z_H[AT3G>5"5[N\YUJV>X.9MH(?>7`DFNBW-TN-ND>V0J-Y(^5S%"#2ZJ%& MW>H1&FGUF*,$D59/->I6S]!(J^<<%8AJ=3OJXA3B"U&7AQ96U!62;\OK4UY' M(7V.N>+(5\A:3%V/%&6`#;M6$+66,H\1-M2=B-L]D@>Q!!OV>DS12LMG'.4* MP9O>^EWMS3497H%M3&?&VF#-E4O/A?[1^EBKV/L7A:Q'%L^CVQ>TTA6WXLA7 M"!9#G;7.>$*"'*"9N3+P72O7CSB*48NX)$]<"9KUNDRY?L91CEK$)=GZ%VC6 MY=*>7K@'?Z$476%.YE$B@38O.?XA&N@^11H8Z/9",E95:WOB!9((R MYE"H^Q2-M/L,D=F.A2!75OTA*-JTC#[8-2@.7,S;(I6C[A4S%&BI7"OE6K4K9YQ MJ9PC\;F?");LNYP-^?F>_(!J7QY?RF6YVYT&F^I=?)H'ISSWMPV6WPT^>`OX M+@"Z1_ET`:^Z6_AL`:]Q.5_=+."56@N?+^"5%.?1?`&OD#C/Y@MXY<,YO&)9 MB!<5_`I\^?BM?F%)1P!?1-:50;D+7TJVZ#Q,%O!52HN^!_KUA5&C!%\VOJU? MRGQ]?-D>3H-=^0SA'=>O7X_RVTCYSUEE_6-UAF\:ZP)XA6]82WBE/Q:?M#Q7 MU1G_`<^CYJO8^[\!``#__P,`4$L#!!0`!@`(````(0"<[$(**0L``+$U```9 M````>&PO=V]R:W-H965T?W8Z2&&U;@>T^YMM/462)8I4E)]EYZ71^*OZ+++)X1;K_ M_==A/_A1GLZ[ZO@PM.[&PT%YW%9/N^/+P_`_?P2_S8>#\V5S?-KLJV/Y,/RS M/`]_?_SG/^Y_5J=OY]>RO`Q`X7A^&+Y>+F_+T>B\?2T/F_-=]58>XZT&$_LL?CZ>BPV1V'4F%Y>H]&]?R\VY9>M?U^*(\7*7(J M]YL+U/_\NGL[H]IA^QZYP^;T[?O;;]OJ\`827W?[W>7/6G0X.&R7\K[<@=Q(5I2W>3%:C$#I\?YI!RT081^' MX1=K6=B+X>CQO@[0?W?ESW/K_X/S:_4S/.V>LMVQA&A#/XD>^%I5WX1I_"00 M%!ZQTD'=`_\Z#9[*Y\WW_>7?U<^HW+V\7J"[)]`BT;#ETY]>>=Y"1$'FSIX( MI6VUAPK`OX/#3@P-B,CFU\/0!L>[I\OKP]"9WDUF8\<"\\'7\GP)=D)R.-A^ M/U^JP_^DD:6DI(BC1-Q&Q+J;3R;N=#Y[OPA8UC6!GZHFLSO+'4\_4(^IDH"? M2@*:]E._03[;"P1\5_ M/MT2&`ZR)7I-?!CR0N6+D'D80B?#H#Y#NOYX="SG?O0#4FRK;%;A3X M%`04A!1$%,04)!2D%&04Y!04+3""T#;QA9[Y.^(K9$1\,3(K!#K@-@DF6F`1 MCP*?@H""D(*(@IB"A(*4@HR"G(*B!8Q@0M88P;P^&^.8%-8P[[;&Y&*Q,(.T MDC;6M`GLFA&/$9^1@)&0D8B1F)&$D921C)&-53,>&?$9"1@)&8D8B1E)&$D9R1C)&2G:Q(@K+*\?B*NP MKN.*P5@I`BM<$VD((IT@&RLLYS'B,Q(P$C(2,1(SDC"2,I(QDC-2M(D11-A@ M&$&4B]&=V.WTI[HH:,93DHG<4(FU9,V(QXC/2,!(R$C$2,Q(PDC*2,9(SDC1 M)D;L($>-V/4'3%B;`5.D%3!&/$9\1@)&0D8B1F)&$D921C)&HVK1J`(Q^DF2(P[\V-[M$H7:?:-3="$\9 MN;!S::4`"9FOK;`M`4HMO.:-&D77C%B58O0GJS2?CV=SL]()6O35*+WFC-8HNV;$:I2C/U6C,5SX MF#4JT**C1F8NBF-0>X6ZD8ORU&0,$XEY61[SVK"`1G17('+H6 MET_0WW;_K-`88:M]54Y-`<[47;@3_Y$V0O\QBJLI:#X9 M3\GY*$&3/O^IENX>EIDV0O\YBBO_ECVE4V"!)AW^S9X79\E/];PZA+9[7B(C MT6$](!N;M;C@NYWIC1&VW%?E5*9;]LR9T8Y7A3J&O.KX1KD[\)&N([J/%5*I M;EG$>8)%^IRG:-2?ZTT-T7FNRJFVV];<(M-<@*VTG>&&%S?5T.4W[IK>?_P7-Z,T/R5RVHVTQA;9"*Y5R1N+L-0"(XR%K\HU^W!W M0?HB0`O(OF98\EU7H]QM%.DZHOL8Q=4:.)XX9*0E:-'G/M7*W>XS;83NN2^):H$6'>W,,B.N*]ABX,07(VPWP@/5961(Y^@\S:XVZF^:A4?T7['IQ M]#D*$&GU4*-N]0B-M'K,48)(JZ<:=:MG:*357NY9"^OK2X\A7B$RI%AG"`9;LFDC4;H:YC+"@KD7FRUK%W,XH9&QG7'JB6J.53CV/(U\A!^:V M9N:#J9?L@@,T:T\1?,7D^A%',6H1EV0WEJ!9K\N4ZV<#9M0_EU1"A72&1.0X2,]-Z]H_E-33E:>1;C>[ MY_*557/SX]@VW86@4'MVH9T?HI&N0*113P5BLP+7;B,3%.JK0(I&N@*91CT5 MR,T*7+E[+%"GP[^9?N*RI;TDTH'P1_4&_73K2LB6=S;MI5(A(RVEU8VTE$9N M_9:(2\4<)5H*]UNI1MWJ&9?*.2JT%*B;O2$N`=J] MT;\MM-6=@5Z;5@H949=6$SW'>,JJA7R.`HY"CB*.8HX2CE*.,HYRC@H#F?&# M)>/]IU58'Y/9(E8C<85AD-E]C23U/>AKI5+RR4DA] MO#ETYO:<;<=4K3HF2KG9UMYP+H@TZJE`K*RP`C-W0O;!">KT^4_12`<@TZC' M?V[Z7[`KZP)E.MR;PT"^+^`J1: MBX+/4:!02SW4J%L]XE(Q1XF6PK&1:M2MGG&IG*-"2[%U@EX?B*1TX"#W@8SD M5PHB%2&B]/Z(7':ME1G4#AOM::0;?24CE;ZZ0K&=*3FL!%@#,;?@V[RTXT/M M#/U'&NERS'^,ZM+_S%I,R/$[08L^_ZEVAOXSC7K\YZBNVN_.9F1"*-"BP[^9 MD>+<_C=DI#K^Z]Y MI6S[A4SI'X[D-'1O:&_(Y#OMA^*$\OY;K<[\^#;?5=?*,!]\>/ M]PUN/B#Y4K^C1?@*/BRI)WG*;?C@1.0:Y(KW" M)TMX,?(*GR[AI3_.O?D27L"ZPA=+>(&)\VBQA!>..,\62WA!B'-X(6PD/[F1OUS4Z>=K=8%/9>J#T"M\&E7"6YUC\8?RYZJZX"_@>M1\;/7X%P`` M`/__`P!02P,$%``&``@````A`)EPOU=6#0``74(``!D```!X;"]W;W)K&ULK)Q;<^)*#L??MVJ_`\7[";$A!+N2G!KPG;OK[.XS M0TA"30@I8"[GVZ_:W;+GM[?-O?MOS?']I\/__S'W<_] MX=OQ9;,YM4#A[7C??CF=WOU.Y[A^V>Q6QZO]^^8-CCSM#[O5"?X\/'>.[X?- MZK$8M'OMN-?7_;MI$4.F]?5"?P_OFS? MCZBV6U\BMUL=OGU__V.]W[V#Q-?MZ_;T=R':;NW6?OK\MC^LOK[">?]R>JLU M:A=_"/G==GW8'_=/IRN0ZVA'Y3E[':\#2@]WCULX`Q7VUF'S=-_^XOAYM]ON M/-P5`?KW=O/S6/F]=7S9_XP/V\?)]FT#T88\J0Q\W>^_*=/T42$8W!&CHR(# MBT/K4$Z;Z!,U(GYC_^'6R.:X@HR%RY-TIIO7\%!^#? MUFZKE@9$9/7KONW"Q-O'T\M]N]N_NKF][CI@WOJZ.9ZBK9)LM];?CZ?][C_: MR#%26J1K1'JEB'OE#FZ[M>5<=2$WAJ_K%#+UP),;8H2!?Z*V#D56_F$D'E)XSD74@%]I= M"-7G0N3/8%B.T M4)>/D@TX"#F(.(@Y2#A(.<@X&',PX6#*P8R#.0<+#I8:"+`19"I)7B94>N-=_(CW*ND@/!G5H M".PB*@GS6"Y*(QP6"!(*$@D2"Y((D@J2"3(69"+(5)"9('-!%H(L!Y2L3. MAR:N2_?MDE#%ZE_;!2O0-CW8[Y55K=>_L8W"T@BK6B1(+$@B2"I(IDG%Z7%) MR"'N]*34(9M>OV\[/2V-T.F9('-!%H(L!.Z^1-KJ!'Z41#U"@;6[AL;6T&7ALHQ>61AB@2),^;?WBDI`0 MGRPI="3`*8<&6>G65E:Z-8(BC@-#,["" M(H,J`V.)$AI(T>G=LNBD9(4S9E)K+-%$#IQ*-),#YQ(M:.`95Y=DA:[FEI:= M2/6874WD^0JNNGNLA!M4N:.-")&?O-0$QLBZ9%V7+?J0K/!D(HEBB1*)4HDR MB<82322:2C23:"[10J*E1+E!-7=)5>Y%56I\6] M&E_BU:3.2'@UQ?G4OO?'@W-[.^BQ1NT,3:KAY"[-ZV;C1HLZ(^'2$N?3+KG] M0?^:[:ES-&EPR:XXJE_QB8ICVAO5!:Q1#WZ42]/K\\:$^G!`E2JX5916/`(! M&6%Y"26*)(H)-:LG9(3JJ4291&-"S>H3,D+UJ40SB>:$FM479(3J2XER"]EI MAK7PF30K<[;STZA;3:#GL:4W4I\#PL`/ZI21TA\.JIY):,9]5)3*@#W^[)>C1=1SV,%>`2?%%Q068P1 M=2=",ZX'1\I0NO(^6`XD*UZWXDM<2-"(7$@OGER/R=DA#F? M&M2]UGLXP35YZCT;GI%V2$TR_MZ;N.QQ.0XZ"&Z>TEIWI> MU27W6ZTM]9D(+WX:V<7OEC4T1F;@!\7/2%'E"@/VT#=#@X;B4_0EYR3<[.*"C'#V)8J; MVM>[8;/G:-`PN[T.58>NN@X_>(S3#3V8`=T9JOGWK7+7Z29X:!S9S='(YIL(='2GJS?'0Q8 M#SG'00V36;0!FA$"SV4*$)$EU%,J%D]02-23R7* M$)'ZF%"S^@2-2'TJT0P1J<\)-:LOT(C4EQ+EB&0)<&%W\[^7@$*%I5H)W[=[ M=`,8&2O82^`](3#(:LF(_D!HK,[?R:,Z+;ZIBZ4/2=TXX4-ZD0]9G1;W82Q] MF!"B7`L?IJAN;NC.P'%94VV&)@VW=+VAH-DP$0M"9QQ8HKIVH-MU>Z*@H$F# M`W9!@:IS=O']M7^'5?71"PS0P^2;6X.L0J.M`-$9\M0$9ERO>%NX"%8H4235 M8T+-ZHF42B7*2`JS,R;4K#Z14E.)9B2%ZG-"S>H+*;64*"\,6@C^[/$ M+NLKA48*K%`](G5$,:'F"1.2(B.73YB2%:IGI`[(CIYJB%2C]UN/>ZH5Q!>2 M1E902T3NRZ!J(_A$77T4Y5X[[.DD-'-5/W(WJ#)73*AYKH2DS%SLT\&4#"B4 MY4F(4*K&!0^EOIM]L"1UQZ/ZL*QZP1!0M>KIYC5@2VN$5N!2:24#JJ4J7;#0 MC+/VSI['3CXR5M8^G*O'E[B0D!&&,47QVR+-O,68X6'K_"LO.]EK6#WZ_U;@ M3<^@6@LTLC_E&_`.J&L&GFL#!VA$924TZ(-6!@UL3FN,1N=<2,B(`F].T-/7 M%VO_93BB^NSO-04>&A:_%_ABH'WC,8BM>+8F1VAU=L63$9YU*%$D44RH.?`) M&:%Z:E"WZI7G\="B575-5ZXG:TFK#KRUI,]7D,*?/""[^2*E6?0^957&N'IA2A%RR62*"9T+GA"/37CV,ICW9,, MU2&/=8G7EZW^$K'^FN5NC#:OK\?6>O]=?4$8^@L/=R76WUX>]OR\I]8$ MYS=^7ERSG/?]O'AAF'.WZZL'M1HE%Z:`9P5Y!-Z"\]7[7S5'W+ZO=JSR"&P^ M?;6UE$<"]Q;&%.N;^08;+!A3=P2^N_VE;OXA?*>[2#93&KIP*C5S#^'DZ\[] M2\__`HF3SLX\7[WV*`_,/5^]_"@/+#Q_6712F4OP@BL$L6@*B2,.'*G3RCTX MO;H#\*ZOK][DE=/#FZ)PI&Y,YOGJ;5`Y9.SYZIU0>6#B^?#.=@V'V=6+OG5' M'#A2IQ4,?/B>0&PO=V]R M:W-H965T*]VN#)!Y$)=F*04)" M$GJHO;O7Q"8)M;9Q&;+9_?;7PTRK-=V2C+?V7IPW/_7\>V9ZIC5J$!]^_?/I MG_WI_OO^Z?=Z>;XLG^&*U^/ MKT^[,_SS]=OMZ>5UOWNX-'IZO'5&H^GMT^[P/-0*B]=K-(Y?OQ[N]ZOC_8^G M_?-9B[SN'W=GZ/_I^^'EA&I/]]?(/>U>?__Q\LO]\>D%)+X<'@_GORZBP\'3 M_2+^]GQ\W7UYA''_.?9V]ZA]^8>0?SK-U__3C\/%Y4GC.\_?3A,D'_/>Q_GAK_/3A]/_YTL/S'F8; MXJ0B\.5X_%V9Q@\*0>-;T3J\1*!X'3SLO^Y^/)ZKX\]H?_CV_0SAGL"(U,`6 M#W^M]J=[F%&0N7$F2NG^^`@=@/\?/!W4TH`9V?UY^?OS\'#^_G'HS(:#+_O3 M.3PHJ>'@_L?I?'SZG[XX-A*ZL6,:PU_3V)W>3&8C=PR^KA5QC0C\Q1[0G6"-GUYV*M>-%V/0PBVDET*]J;KV%&PF MI?)9R7P<0GO8-B=(!']\\J>3#[=_P.:]-S9WTF9L6RS10NU4);OB(.`@Y&#- M0<1!S,&&@X2#E(.,@RT'.0<%!R4'50/<0GCJ&,%"_B=BI&14C'!V[Q!0T!P6 M$+3`)BL.`@Y"#M8<1!S$'&PX2#A(.<@XV'*0X M-Y3UQR'\?[TW/(]-])VV@?R!,[T49"5(($@HR%J02)!8D(T@B2"I()D@6T%R M00I!2D&J)K%"`:GW':%0UI#I(-O6L9!YRAC9R6S*=D9MA`%;"1(($@JR%B02 M)!9D(T@B2"I()LA6D%R00I!2D*I)K/#`,>,=X5'6E_#@I-X9`H>`1L!F+!:U M$39;"1(($@JR%B02)!9D(T@B2"I()LA6D%R00I!2D*I)K%C`X<2*A;[5W\R@ M07\"4PWML&@RT0=B=:=>"K(2)!`D%&0M2"1(+,A&D$205)!,D*T@N2"%(*4@ M59-8,8#,8\6@?^*5M3WQAC0F7I"5(($@H2!K02)!8D$V@B2"I()D@FP%R04I M!"D%J9K$FGC(YM;$-Q;_^?OA_O>[(R08.("U!,2%\ZP^Y2H1.QZ:.)=GW(O- MLB:4L:8C.V&MM(T'[NJLYO'C$A+BSJ-8AF[GO MV>LLKHW0V483&`>2I"8DQ)VEM0[9B)%EM1%*;S5IC"RO"0EQ9T6M0S9B9&5M MA,XJ3?3(K/6A"@+O6"`7/6/'9(7R&ZF52)12PZ8\ZWU&5BB_E5JY1`4U;,JSWI=DA?*5I67' M53TNR]+%Y3QS?4H?ZX=N>"1`EW<&6>'65E:X-8(DC@T#T["!0H,:#=<21=20 M9L>;L=F)R0H];J16(E$J&V82;67#7**"&O9TM20K[&IE:=F!5(_9S4#V9_"Q M?BJW(J91XXZV-%:`J)\\U:R,D;5E'8FUM,(U7EKG.E/YW;N7)Y\:-K\K65C*&1 M@I-?;>0X[/X=&"E7G>7^^#2>N!-WS!XC0[1I=HJ[6U_3IZC-2/0I1G^Z3XX# M1\`YV_,;M.GK4]+FCG<\;3,2?P)9C=CY M/403:-PIO;[&?T1&Z#]&<;VM/,_W^%//!DWZ_"N(A6>&UN<_ M)^GN\1=DA/Y+V[\S@I7'CIP5MNKP;R\\5?-J+KPWEILID35O9QJQ/,7PMKZ&O\1&:'_&,5-GG%<=\)2^`9- M^OPG)-T=[I2,T'^&XMK_V!WY(W9ZV:))G_^]8( ML4G'CC-+T/2ZSWF$2LV,I]L9Y\Y8K#^CV^<\(=WN^*=DA"//#,*1NVSS;;%) MG_,H1&I!Y+M$%$Z@FA;O44C4@]DVB+B-1S0MWJ M!1J1>BE1A>BB;L74X<79OY5-+BKVV=T@CZ*_-`@.ZK@@5A(%!IG;U73J.?Q# MCA!-.M*ESA52.I(H1BF=G'TH2X@2`)KT>4ND="I1AE+:VW0T]6<\&Z!)G[=< M2A<2E2BEO[*4"N><=V]]1YFQ-:-3<_L8*4/>$NM4+-"+U4J(*421089)Z7)L[,Y:6>$%N!7O?S M$AJ1MTBBF'D;SR8C?ES`5GW>$C0B;ZE$&?/FN-,).QQNL56?MQR-R%LA42Y\8YD="+!5AS<[([RO#NW(.K1!5D;05F]D!&-$ZSY`*4(A(MI5:T+="R5" M(Y**)=H@(O6$4+=ZBD:DGDFT143J.:%N]0*-2+V4J$+4DA%4/;1YR/M[&<%4 M5>E6?^=H9!T(-+(.!#6B,8J*=&"T\)%VYDQ]OFU"M.FXM9E#0NT.CR21:6>5 M$T4/8E37]U9(2+['"Y,;M.GK04+NL`;"FTZ>F"G$S#J77J_'5_@9O%6/4]]J,7O1AI9 M::9&-$11O#-2WN4MF,N*"20*#6JHKPEUJT=2*I9H0U(8GH10MWHJI3*)MB2% MZCFA;O5"2I42520%ZG:L58&/IYEKJK6.J0PV,XM&[*S!2JI+;$AWR)5$@42A M1&N)(HEBB382)1*E$F42;27*)2HD*B6J+&0'2A441:"FZGVNP?7?\E#9E.]) MC:RBI\>J0DO3SKI#U!5.6IXB/P>F(=XA)G#4X=_Y#]%&C03?FN$I8"U[$$D4 M2[21*)$H)41]$*/)C!6.QAVKX=@'MRW:](TF)W>XW0N)2HDJ"]D+1-7.^`(9 M3^AK0%=F;5.":^YKC1IY=:F*D[".WC@<:B,K:PL4DA1.Q9H0!8,OB(B,L%TL MT4:BA%"W>FJ,&GW/)-J2%/8A)]2M7I`1MBLEJBQDQYI7`-7AT`7XCDR@ZWW- MJJ"CD7);[T-_QDH52V-E/2L:K>:SBM@\@6GHP5VBEHSM$Z)\4XO'?HU& M=`^))(HEVDB42)02:O24?Y4F,U:FGNS/106I95;X2')RA2NAD*B4J+*0M3C@ M^?R?2`07&;N88%`S$1"BJ>*#7!FCQF8*)`I)"J=B3:A;/2(C;!=+M)$H(=2M MGAJC1M\SB;8DA7W("76K%V2$[4J)*@O9L>:U0)4(G/>>"M2]GYT*#+).!?Z, M/=P63& MRIP*)FVU(S3I&TQ.WG`PA42E1)6%[/4!:?0?.!2X2H;E`HVL7%`CFBV9"[11 M8S\%1KV!0H,:ZFM"W>H1&>$4QA)M)$H(=:NGQJC1T4RB+4EA'W)"W>H%&6&[ M4J+*0G:L>17PD@LN7[QYYTOLL))%N`V">UI]\_9G_#$!&U+1:R51(%$HT5JB M2*)8HHU$B42I1)E$6XERB0J)2HDJ"]F14]6OCJ-[_V>[KJZ;-4]Q!C7?291H M)5$@42C16J)(HEBBC42)1*E$F41;B7*)"HE*B2H+V6&!;&V%Y8U8*'.6)`VB M<^K2%6@E42!1:"&[GVTUG.:3WU7O]+FRH&/0#%)V8].S<^[26*D/+&HKF?:U MNBI#UD:S*3M/!-=(A6AD2U$JLN>FM6QRQ;<175DI,>A2<<$ZA3]G'THMT0K: MUR.5TZ'5Y_I;."-X2+JIF^<7=WZI';VQIO7SNI5? MS"-\<_K].?].IJH,J,T`)\N>6=!&OOX"YNAF`A_Q-?_'2BO!-:*A,:I%I]0U M>U+4XQF?E&LJG^HYF^]SC=C*H&A<2M9+TU"5<'KF1$O5,7682G"-2FB,2(6F MTIH$.,K8D]"_'"[F=HHSR&_N?G_.GNJ7V!`&USUTE&JN&7]./=>%_VND0F,T M:]8:FE+V)/"'J#884G`).#1;6D0?.,'T0JM[/'QG2\;A@:QT5!A MQAZ-.F`WU_4;HU'F+*0:6:,Q5LW1&"M[--0I$RW1,(0?0E,>V6AH&O1H]&^= MZ9]H>MJ_?MLO]X^/I\']\8?Z'3/(?)\^U%C_R-K=9%%=?MR,\^FBNKQ4S+GK M+M2A#.(CKGAPQ6NY`F_*+=0[8BUMO-'B3O_&&U.#Q;]8MEX)X$K0>@5^,.YS MJQ?X(;G+88+YN',65:N]&F)+;S][B\^MCN]@Y&T#W_H+]6*D''?N+]3KD?)" MX2_*RW)A78578&$*+Y_DB2MCN-*F5?DP[+8+\#;P0KWK*]W#NZ1PI:W-QE^H M]T5ED\1?J+=&Y8747\!;W2TS%^JU:^E[!7.E7MJ55T)_H5[=E1?6_D*]P"LO1/X" M7K<'?EM'%WYI\&7W;9_M7K\=GD^#Q_U7V,'JS#,&ULK)U;__[ M#V!C<0%XT1"9^>9BXOWTNQ86@`6@";2Z?_[??W_[^NY?#\\OCT_?/[[O_73S M_MW#]T]/GQ^___'Q_68=_L_M^WWO_O+__]7S__ M_?3\Y\N7AX?7=\+#]Y>/[[^\OOZ8??CP\NG+P[?[EY^>?CQ\%U=^?WK^=O\J M_N?S'Q]>?CP_W'\^&7W[^J%_?[R0MV^?+G'W[?[YS[]^_,^GIV\_A(O?'K\^OO[G MY/3]NV^?9LD?WY^>[W_[*NK][][P_A/Y/OT//[W_MS8ZWT__7[1_OWOY M\O1W]/SX.7_\_B!:6_23[('?GI[^E-+DLT3"^`-8AZ<>J)[??7[X_?ZOKZ_- MT]_QP^,?7UY%=X]$C63%9I__LWAX^21:5+CYJ3^2GCX]?14!B/__[MNC3`W1 M(O?__OB^+PI^_/SZY>/[P?BGT>1FT!/R=[\]O+R&C]+E^W>?_GIY??JV:T4] MY:IU,E!.Q'^5$Y%>'OU0Z<5_'85Z#$5(IVC%?\EPR-%Z#,?*4,1U4813I1?_ MI8*T9O$4U!,]>`I1_H.*^FG2NYD.)B)JGR5U18_[PM^,/6IW^8\KPZ0NZ'$? MW%X6)O6!S#*JH+]BU/@]\8\KPYQ0:XI_D.EE/=X3;==FMM81WCC[U`'R'ZJP M_N2B].J++FL+T_KNHN;L4Q_*?U`-+TNU/O6A_(,'-)MF-QW_<%/MZ/1 M<'S[1GKVJ1?E/Z@T7Q4_M#/-:>):W+_>__+S\]/?[\1J(%KWY<>]7%MZ,^F, MIJQV;)PGL:XY3$Q>TLNOTLW']Z+"8GIZ$1/OOW[I3P<_?_B7F"P_*>*&$[_/W)%NI&Y0KU\1T!+'BLQ2$$F"QL$-@AM M$-D@MD%B@]0&F0UR&Q0V*&VPM$%E@]H&C0U6-EC;8&.#K0UV-MC;X&"#HP:, MQ!"S)23&0,ST[OL>FC.DE;C#T>:,Z=ZT0[1$=$!T-9*:+W'?3T^6-'&FWZ8P< M44C/$4`+>=8E9QE6!8A"1!&B&%&"*$64(0T01HAA1 M@BA%E"'*$16(2H6TAE@BJMA0K[:U\U2SBJK=(%HA6B/:(-HBVB':(SH@.BK4 M5MM,.;E[]W]/.;4'J*=EHX93YR]GZ<\M<^HYU^+;L5/PO/4->WUK9]L M\I$+D9(C_<[=3IJ%$@W%C*FYLD[&`U916X7LG5#$B'W9!<9*-!&_#K0"K6.U MA%7D/55(RYD,43^J%#;7.:L*_<^]?3^9PN]VD'5L[Y% M(NLIBKE\1JA-<4(+A8QE?60?VP:L(L,0?46(8C;D!AM.K)_#":O(?8J^,D0Y M&[+[4=\:V06KR'V)OI:(*C;4W-N-4[.*W#?H:X5HS8;L'AIGPRIROT5?.T1[ M-F3WT#@'5I'[H^'+3%:Y&:LGZQMSL=J[U;.R1=J"-Y?'PF_?"[0B8R;I]V'B M/:NH,J'R+@P)18AB1`FB%%&&*$=4("H1+1%5B&I$#:(5HC6B#:(MHAVB/:(# MHJ-"KD5=;L_JB<2;]V^DE-K7U5.J1?+Y.VV)M&[DYO*119EE(D/.*GOY6+"( MDB5`%"**&'5[CUE$WA-$*:(,48ZH0%0B6B*J$-6(&D0K1MVU7K.(:KU!M$6T M0[1'=$!T-)`Y?\F=7SWMWD@VM5&L)UN+^B*;SFDT[5F_!^=B8UT0[1$=$!T-9"1;_[K#A)-YHKE7]F8Q$U3*#0 M0&X7_>N7\70TO+5.QD.2Z%.KG<<1N^[NF-@EZO>M<9-0>6U(H_'$"B@E@2^@ MC,NBNN:,.$8HOB#ODU.+]*QG2$JZ["M\R251X16BFERIBHXF@Z%U+].0Q%?: MBEUSO>P.6KM$4/D-E=>&U!_99YI;$O@"VG%95/T](XX1BC^0][;X7G]LI?F1 M!!W%FT-/'JMBT:ZS/XR,[7.1GJ*KOY%RRB)@D4$L_4RJ'7&]_T M^K=6_X=D9NQ/6;NR$8E\`<0LH@`2A8;34P`CZQ=32A:^LC,2\?%"CJA02%5U M/!Y:CU&49.,K:TDB+JM"5)ME#4:WMS=]:Q`W9.8K;D4B7[.N643-NC$#Z(T' MM]9MZ):,?,7O2,2UW2,Z6(7UIU991[+I*,L<,4)TS8B13&&@PA:3IFB-.12,2^>3:RAVS,(@H@(>?M_#28 MV#O%*0E\I6?H.$=4D*MV'1I8^TLE7?:5M$2W%:*:7*E)?W+;NQE;BW)#&E]Q M*_;=W:QK%E&S;L@Y3?M]:WK8DL!7^@X=[Q$=R%5;UF38MQ+H2(*.LLP!(P_- MKEABVC,VX^ZN1<82,[RUEKVY_-.U-W]*L(@:-E!(S;N#X8WX/W/'.R0K,20[ M?Z5$)/)-A3&+J/Q$(;7"#"96$J=DXBL\(Q%/A#DA/K\LJ"BQNWFN1W]@K:J"AOTQ[9T-FTYKB1AWI7C)OV#-`8-^I8T/A5=&LUPES^W:88 M-V_\*FI%@_:/M^6S-H&R&^ES`"13J%3"T%ECM=1<$$+,GJA_DXM"2-FP.X1, MB40KD/><[0@5%Q58LF%W@4LLL$)4DRLUZXO5W)Z<&I+X6GC%KKM#6K,GJO!& M(7\G;]FPV_N.0R#O>[8C=+BHP",;.@LTQY%HF&O&D91;-VPM,M:?J?VC=RZW M5=]>?\XBJG&@[-0<*1;;,?1Q2+Y]$U5$(M\L&9.(IZY$H:%WZDK9T-GDIX&< MD8CGRIP0%UA<5&#)AMT%+DG$!5:(:H54$]].)E-HXH;,?$V\(I&OB=$^("SQ<5."1#9T%FL-('HE>L1Q)N36,6F3\[IGVK(VK MN?Q;_+>7H[.(AU&+U.^>6SE1PFV+[]L6]LHDO*CY5(6PX3A?PS9*(3-12%L MV;#;^XY#(.][MB-TN*C`(QLZ"S3'D3QYO6(UQFU=BXSE:&1OW\SE_=S; MR]%91#4.E!W-E7C+'I)GWTP9D<@W4\8DXHDK4<@_4Z9LZ&QPM1A!Y7*RX\FS MH`+;#;ZAO9%>DHFOMDL2L=\*4:V0:MK>#;9M0U:^TE8D\K7MFD3U9MC%Z6F2L0L-;:RMG+H\M MWUZ%SB(>/2VBW;>;@6L94AK_,G3V[6R44X;''"4%D"BD`A@,>M8V44H"7^D9 M.L[9CLHJ%/(O>24;=M=DB056;$<%UA<5V+!A=X$K+K!;M&9/%,+FHA"V;-CM M?<'\OR#^4XA8V$:VAO[-PLJ2MROGF]486NE9$-6V;>S2Q)Q@16B6B'5MJ.^:%MS"[0A(U_M5B3R M->V:1=2T&X7HD,W>6-^2B:_P'8FXIGM"W+0'*LK;M$X])Q`\N)XA20AQ[AB@GQ+X* M1"4A]K5$5"&J$36(5HRZ:[TF$4>Z0;0EQ)'N$.T)L:\#HB.ADR\SL\0X,B;J M-S)+RJW,:I'\G7^>2*;V+<%\H%0\E2\0!8A"1!&B&%&B$-TF#0;VLSHI*?3( M[K'QNT5"<%YSS>7AK M/;DP)T->"1:(`D0AH@A1C"A12"Q@>ES6UE9*AOHRUA]:YY@9J3CZ'%'A*G'4 MMTHLR=!;XI)47&*%J$;4(%HA6B/:*&2UE_5394N&WNAWI.+H]X@.KA)']AGZ MD0R[2C2S_+J#;3&.(9U;9"S\9\299,]["^5*LPL0A8@B1MW>8Q+QLI4@2@GQ M$I@AR@FQKP)128A]+1%5B&I$#:(5H^Y:KTG$D6X0;0EQI#M$>T+LZX#H2,BQ M\,OST/_S+[1!>ZJJ;WXH-.25?JZ0V(2AF\@%H@!1B"A"%#/BMH=G&A.E$BUR M>LQ//+5DS>DI*3J6GW;'CPNCNN2,/.47Y+TMOS\<6#]_2A+XBE]R651\A:A& MU"!:(5HS\E1EHU2J*2>PD&])X*O*CLNBJNP9>8H_D'?5DU-X.I4$'<6;,ZP0 M>EOW25#Q_8-Q(MTF;0N5()Q/7#F1?L`K:CI@H118RZ MO<=*-#R];/^4T@FBE%U1@1FB'`T+1"4:+A%5B&I$#:(5H^Y:KY5(J_4&T99= M4:UWB/9H>$!T-`S-C)-'A/K,^\9/KO9$T9AB6V1D5HM&O&@L!H`"1"&B"%&, M*$&4(LH0Y8@*1"6B):(*48VH0;1"M$:T0;1%M$.T1W1`=#20F2/R7$G/D=.? MY(WEERW>7?[&D8$ZG>)U]TXAX]?-U'[VT0'1$<#&6DCU-W*D/>_0UR_Y6A?Y M$Y$7VSFB!:(`48@H0A0C2A"EB#)$.:("48EHB:A"5"-J#&3VA;BK,?KB'^W] MRW=L63_9%1)_>D13_)Q1]W*X4"(9\?G,`/XD+F`5>0\118AB1`FB%%&&*$=4 M("H1+1%5B&I$C4)MHYK]>-WNMGS?C-UA+3+?)F:_B6:N#/UO$U,B\VU5?>LO MI0)6<1^V,6AOJXJ42B#.!_N^-&97+)K:SU@FK*("4_9.*&/$ONP"F3!_&) M+-XIF2NDO3]MH9`,Y#RBIWWKCWH#5E'H(?J*$,5HF"!*T3!#E+.A'JIUT%6P MBD(MT=<24<6&FGM[\[IF%;EO#%_FN)<[G/I:^L_F[W:?U%AB6V3T;8N,OFV1 M,5M/[=<)!,.SBFH4*J3YBA#%:)@@2M$P0Y2C88&H1,,EHHH-]8ZT-@YJ5E&U M&\.7V9%RBU'OR#=&8[LC:?18BXP5]XPX3GMJ6<@'C,5:8(Q/?`49JZ@R(:(( M48PH090BRA#EB`I$):(EH@I1C:A1R+7BVON*;W08;B"*5 M$)^G3^Q#Y8JW)P.VXPX#5<2J;N\QB\A5@BA%E#'J]IZSB+P7B$I$2T;=WBL6 MD?<:46,@TZ MWPT2DF]]!]/V'9'(%T#,(@H@,0,8CL3'$?LCZX_44[+S19"1R!=!SB**H%#( MW,8=6$]?E62HAP#;N$M2^6*H6$0QU`JI;G"^^:8A,ST"K1O,M+MN)T[6W;Z? M;Y%\$.R<=D-X;XDRE'_4<59I,;5/KK*(ZALHI,ZM^ZX7;(2D$:M_I^^(?7>+ M8A91``DY;T^N!X-A[_9V8#U0E9+(%T'&SKLCR%E$$13D7&^Z*;R>@51Z"(ZT M:SO+VPT5QE"3=WH2P_'ZF(8T>@1:%QMI-[)W\OR+VDEN;M\I9,QV^/8/,M23 M4XNI33L649L'"JEAYGA#14A&'8/LY#DBD:_XF$54?&(6W[\1W[^V'[U/R\V4$^5?L<"*?6%[IE/(FNFL^7^N5-XAMF`153<@[SS$["X/2=(QPE3.M8%[ MRX^Q_(2DTD-PI-P% M;5"Q*XJA5LC_IVL-&SIK:&:=2,UKLD[*K8FN1<9$-QU8SV'/1\I05/P\8.U6 M7["(:APHI`:9\QT((9F)(CI]1R3R!1"SB`)(S``&-X,^_(5^2F:^`#(2^0+( M640!%`I94YWUH&%)AGH(CKR[H!<+_MHR$R/0.MA,^OD_N;E M/R9&[7:H_F-"(6.NP[=?ZEL^%=29^QKZ[13F+*(""`C#G.^O.LB25'H(C[RYHA`ICJ,E[ MVPBNMV,T)-$#Z$R[ZW9Z1[C3JY`UV5D;HW,R]`WU!8NHR0.%U#!S_:5]2%8= MHTPML2IP7_DQ>>)AGICE#V_E.WW,/ZA,RT0BC) M4`_!D7(7M$%%KK@-:H5HP<$_UVW(2"^_,^-$6EXST4FYM;RVR)SH[+^^F.0#5FEU5C-=A>$$),G'NF)0FJD#T;.7Q3*=\=8/P60L>_N*',64:\7 M"EG3G74\7)*A'H(C\RYHA(I<<2/4"IV7'$4?:@D74YH%":K9QO#(@)(4^%K7:JIR[H/@8BT_(N?H1/79N MG*@&\`60L6]?SIVCI/H7%("XKL@(^([L2?.,@L%+LU%.,YE9*-$;C]JQBONPC4%_U$ZI_(_:L2N."A^U8Q45F+)W0ADC]F77,&=7+,)' M[5A%WDOV3FC)B'W9!5;LBD7XJ!VKR'NCD.@P@Y<%'[5A%H8?H*T(4HV&"*$7##%'.AGHK6SM*!:LHU!)]+1%5 M;*BYAT?M6$7N&\.7V8ER,T]?2__9_-UN">I+[+A%1M^JC4/1Q9ZQWXJ,^1L? MOE/>A8KJ&"JD94ZDD)CNN@N,T56"*$7OV27>XK:J0L7*W*F]'+)2=,<[QD3U6465"1!&B&%&"*$64 M(8C>[AR*Y7^8]-> M9A;CLXAZ)T`4(HH8<2;;WF,6D?<$48HH8]3M/6<1>2\0E8B6C+J]5RPB[S6B MQD#FN)1[0C117]#-:@M)^V$L;X%$SQO''?C(GE+YOX;)(JI,H)#:>Q)?$!A/ M[>>R0C+SS<<1B7R;D#&+*(#$#G_2F8WN',R4[7P09B7P1Y"RB"`J%K"U` M^W"7#/40<#N&5+X8*A91#+5"YWU0UU?5R$R/0!MK9MK);:$KTJ[=13)N!%ID M;0%:SU+.QZW*OP7((JIOH!`]LM>_&8\&UOU62!HQ-W7>=T3LNUL4LX@"2,AY MN_\U&O?$P;7])RPIB7P19.R\.X*<111!0X9SI7ICME/>^68S4'8T MVTWQ9#$DUQVCK-UZ)I%OF,LX@"*,BY,=79'T0M2:6'X,BZ"_JAPAAJ\MXV M@ORXI7W$W9!$#Z`K[>0FUQ5I=Y*;M^\*F3,=/+-'AKZ!OB"1=K:KT!MGNVS8 MW:$1B7PAQ"RB7D\44N.\-[T=.1[;([N.H=[F'8E\$>0LH@@*A:S9SKJ'*"*`:Q)/RJW$:Y$YW\''E":MRC_? M*9'^-(M";\QW;.A+O`M"B#E.:O*$G+=#?2P_BF:M<"E).H:Z2KL+RL^Q_(*< MF].=_4P!J?00'&EW00P5NZ(VJ!7R=T/#ALYN,!;:BW=I-V&UG_(*F1.=_#PGE*],=VUWHWIKD7^<192#/I8 MUVI\RNGHDA!B%E&O)^2\G>X<3W*DI/`5G['G[I&1LXB*+\BY.=M!TIV;CKT[ MDJY5>7NAH@+Y)KM6R-\+#1MR#%HOF'FG[Z>__4MV@OOI"IFSG;VS-2=#WS!; ML(A:/4`4(HH8.6M\RKN81>0]44@-8O$WM+B`J@IWC&&U@"J1KW(Y%E\H9,UC MUOE(289Z"(Z4NB"&BEU1$]04@]A]/2\4^#@H&[*J,Z7$\+MF*I-R:P%MD3&5 MX6-YDU;E'40+)3*FLM;./XA"-G366$UE%X00RN85'H(CL2[((8*8ZC)>]L&CJ3AS8>NE,K_T)42 MR2V$\WP(3P@%K.(^;,,2ITJ$(J62!TUG7]K$HFX76CNK0&N.3+#`E+U3@1FC M[@)S=L4B?.B*5>2]9.^$EHS8EUW#BEVQ")JT9A5Y;Q1R/'0UD;N65Z1,N\EI M_(QID?Y@SLFI>&2:OQ6R4,AX&`,?NF(5A1ZBKPA1C(8)HA0-,T0Y&^JM;.T& M%*RB4$OTM414L:'FWI[;:E:1^\;P9[S^:OT]>S/E;(;UO%=+[5B%C MML9'K%A%-0K15X0H1L,$48J&&:(<#0M$)1HN$55LJ'>D=3Q3LXJJW1B^S(X4 M/TC.HU%^@=O_[,VME%L]UB)]Q54J_XJK1,;XQ(>E6$65"1%%B&)$":(4488H M1U0@*A$M$56(:D2-0HX5]U9N1M'T>4&'2;G582TR'Y:RIX/YJ9RW_H231=0[ M`:(04<2(,]E>?&(6D?<$48HH8]3M/6<1>2\0E8B6C+J]5RPB[S6BQD#FN)3; M/U=T<[M;I*^2MVH#2=RCG.]@\$532N7?8F8152902&V+#*:WXGTSYOYN2%;Z MIH3=QQ&)?/LB,8NH_,0LOS\0&\QC^WWV*=GY(LA(Y(L@9Q%%4"AD[&UB;MW3V+J/R$G+?E M#VZGTQ'\@4A*(E\$&3OOCB!G$450D'-S6\:Z52Q)I8?@R+JVK[R]4&$,-7EO M6\'YH&1#&CT"K87-K!.B:[).RJTEK476!K/5*O-;9>@;90L649L'"M$HDV=9 M]E2G/'>,,95T%Q0?8_&)5?SHUO&D%)GY`LA(Y*M_SB*J?Z&0.=-IG7FJ7DF& M>@B.G+N@$2IRI9VE*43;\(['U1JRT@/0HC133M\+O.`N"O<";UMD3'3XJ)12 M>8?8@D74Y`%Y5SN?CHQ3Q8OF/*_N6F55QK4B;^DQEIZ8I4\=#PV0PE=\QIZ[ M8\Q91)4OR+DQQ]F?0"Q)I8?@R+<+FJ!B5Q1#K9#_!*!A0V<-S923.Y-7K*WM M1J9Q1Z>0V/XX]SE\SGI^>U9191:(`D0AH@A1C"A!E"+*$.6("D0EHB6B"E&- MJ$&T0K1&M$&T1;1#M$=T0'0TD)DVT0[1$=$!T- M9*:-W".](FW:+54C;10RT\9Z=&M^>U;Q;`,H0%6(*$(4(TH0I8@R1#FB`E&) M:(FH0E0C:A"M$*T1;1!M$>T0[1$=$!T-U*;-AY>;OGA]^__C^[G8RDQ.7Z'BX]F=NR=7I%B>^KUQ)73O:-]92"^E.2(>"F_BTUAX M97';F\D=.KSR:V_VZ^FA.[L46;Q#?]>?'9WZ@0C*H?]U./O5W51#$:O#X&XT M.YZ>!+(#&L^.IZ,MFXO^_)X19RMS>36/%X1!VJSPAFU M.),15UQ1BQW]F=S"1V_B[W]G\B]?\8IX3&`F3\/QRF(R$:WCZH4[$=N=LYRY MN#)W7EF(*_*`TU7.5%QQU6'0F#T[PBGB]PTS^,3A> M$6]YF,E7`N`5\6H'T6ZN(2/>%R"NN&T&XHJK'/&^AYG\ZW`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`5BM^_WIZ=7^A]B&'[X^^GYS].OEU_^GP````#__P,`4$L#!!0`!@`( M````(0`]^FX=/`L```,V```9````>&PO=V]R:W-H965TR?8K'949D>Q&(QW1\_,,T4Z,XE*(`.HI?]]7UF2 M9>D85V9/O]3R^>A<25>291E_^OWGX;7SO3A?]J?C?=>ZZW<[Q7%W>MP?G^^[ M__G#^VW:[5RNV^/C]O5T+.Z[?Q:7[N\/__[7IQ^G\]?+2U%<.^1PO-QW7Z[7 M-[?7N^Q>BL/VET/FRO]-_S<^_R=BZVCV6APVO/[O?'O<-V?^QR M!_?\'H_3T]-^5RQ.NV^'XGCE)N?B=7NE^E]>]F\7Z7;8O".++_O7_?7/TK3;.>Q<__EX.F^_O%*[?UK#[4YZE_\!^\-^=SY=3D_7.[+K M\8IBFYV>TR.GAT^/>VH!Z_;.N7BZ[WZVW-P>=GL/G\H.^N^^^'&I_;MS>3G] M6)WWC^'^6%!O4YY8!KZ<3E^9U']DB`KWH+179B`]=QZ+I^VWUVM^^K$N]L\O M5TKWB%K$&N8^_KDH+COJ4;*YLT?,:7=ZI0K0GYW#G@T-ZI'MS_NN38'WC]>7 M^^Y@?#>:]`<6R3M?BLO5VS/+;F?W[7(]'?['19:PXB8#83*L3*S^W<3J.X,) MF;04I*ME=/J[(7I+P;$H2,-8%'QG1$<4I+\_%M&BU)1UM517O3.F)?N'_>.# M4:E+>51J\<=::DUD4?K'!Z-2M_*H[^W?'A]6Y2A=;*_;AT_GTX\.37T:.)>W M+5M(+-6ZK$7MKP-)(92Z?FR=V<2J*391D*D0A99F&!I`L\$*Q.L3>";8&."P`2A"2(3 MQ"9(3)":(#-!7@-:0FB9@(0,:/UI7M3E'&&E:/G6YHBC=_B,:ZQQE:0YD`60 M)1`/R`K(&H@/9`,D`!("B8#$0!(@*9`,2%XG6DIH'=92TIX*IJ85CQ;>EO5* MB+1%S>GK"9M7HFJ*`%D"\8"L@*R!^$`V0`(@(9`(2`PD`9("R8#D=:*EAS80 M'T@/4Y?ID9TZ$X1V!2IACGG[J$2RV`+($H@'9`5D#<0'L@$2``F!1$!B(`F0 M%$@&)*\3+1>T4]%RP6_Y=VPKV#YK6$$]+9R,^&Z3W;'G0!9`ED`\("L@:R`^ MD`V0`$@()`(2`TF`I$`R('F=:#F@E4?+07O',[7>\8+4.A[(`L@2B`=D!60- MQ`>R`1(`"8%$0&(@"9`42`8DKQ.MXVDUUSJ^-OBO+_O=U]F)/TTU)&1`^UJ^ MVV4F>CXXL6UUWZZ(6K'&QLUCP35#VO=5J]IP/-+O,,M*)%:2VS=&_0,MN007ID MEBED:CV%G(PO]2B2#;3BIM2RHB#(R@X65C])`RZ)*)(/%G-1:EE1$&9G!TLI' M::!E6262P7).>,NTP@6(0E6P;F_4/E(J:1^C5X(H507K]D;M,Z62]KGF MI>>5/2/C>46Y>7G_^FWQ)VW:_\N0,X&T='-5#2V$BE9L67")R$.O%:*U*JAZ M9S@Q>L=7*AEQ@UX!HA`+1HAB+)@@2E7!EJIF2B6KFFM>>B+9L_7_GTC^A*XE MDJ,)_56;D<;]:HX4;,3E&UU+;?B4NYL?;RQWQVPEW+X41?5>>BH$U[ MO4J%.116:JHO53F5,%"ME.JV^UJ)I)6/:(,H4.BV>ZA$TCU"%"-*%+KMGBJ1 M=,\0Y1K29S![V*_/X%^D69P-J$3,+(YLVM)5"9PZQK'Q7*C84E*I,,W"O2ZR M;6/6+X45'=6Q$VK;Z??[QJ#R9+2VA6$E1?5H9I7632*HDF]4:3(9C(Q;P$8: MM54ID**V*H5-(JA2I%=I8%G6V-C0QM*HK4J)%+55*6T2094RHTK]X61HG)SF MTNA&E?2AR\Y&/C!TQ5%*?>AR-*BW;>H8=9JS%WWL+M.^0E4B.0^7HMR`/7%^ M?[`&TX%Y[NA)"16^.2M6[XF_5B(9WY?F,OZHWS=FY49*VN('ROIV)4,EDO$C M:<[C#X9CRY@3L52TA4^4\^WPJ1+)\)DT%^%'_9'QX)Y+Q8WP^F!CAT#UP<:. M'.PQ>]W;^<"6E1\E:3L=CH:T]%5#@)8T\RXI"M9'JKE6+>B%0_DX7-_7Y5N2QU([X^"MF)6'T4_N)N M+0[0ZDL>1P/U`G%.HY$-&T)J!)J]M)`B=;"R1.1)I-Q7"MUV7TN1*'3;/94BY9XARB4JW?6D[_UF$F>^MO'(4) M-%39GPM$MS(Y0A<*J3;"K7LI5.)>-AY,)K:QF_"DY,9J*M817LU:!=;OJH`O MW?EJ/K;Z8QMN9MQ[T%:!0$63/1`JU-(#D5Z!X6AJ#8R9'$M)6P42%4U6(%6H MI0*9=.<],!Q.!E-C9YQ+R8T*Z,..G;JU#;L_3F_T//>KMTD6/[RCX2V;,Q-( M6V*XZA=+#!<-RY]BE<-E*:QJR$/WE4*J_\P%;(U6/J*-LI+-"12Z[1ZB580H M5E;2/5'HMGN*5AFB7%F1NY9KVSQ'_5N;E])%?\07R-B\F&]T94&U+UDHI)J- MJXY0B=W#N.^,S1VL)XUNW#WYJB-%J@)K1#ZB#:(`4:A02V,BH1*-&8Z&MF7L M\F)IU-:81(I48U)$&:)<0_KXH&G^#ZP%-K,Q!@A'];5`J-K7`B&J3?PE(D]9 MR?FT4DCE`M8")9+E?$0;1(%"M]U#(:K5/4(4*RM9AT2AV^ZI$LER&:)<0WJN M:7!!KC_\(,..7,U4'3 M>O]?J6"R^]:(?$0;1`&B$%&$*$:4($H198AR#>F9-D]PS8WE^^[P-C]5K=_A M!=)F-5?]8E9S46UF+(55#7GHOE)(#1&9K9`M#^K'5$8;U#F MLJ!Z#EH@6B+R$*T0K1'YB#:(`D0AH@A1C"A!E"+*$+&/$\I>+3N'9XY_;,!_ MQGTHSL_%O'A]O71VIV_L0X)RG:LP_\J!7F6Y["4.#1'C"GW_\+F)S^B[B'*? M8.AG-GTOT>`S&[CYH(%_'I)_^7V%:31T\T8^Q2.*X["TG7D@=-RO[V8A-;[*I^\JG"[ABT94FK]RA#FRZ0"_U7?;* M'L/3*V&ZTE1FX[CLM2\6"1R7O?S%"Z'CTH\S&CA%9V_TFZY8=*7):S%UZ==# M#26F;M;$9X[+WJ=C@;GCSALO+!QWV51;^GV%RWX]@5;T*IZN-`7Q')>]@</A_ MKN)1]\OI2A_?E$^]+_2Q54$_A>RS)?3I=+K*_[``U>=;#W\!``#__P,`4$L# M!!0`!@`(````(0!GC>R.<`(``+8%```9````>&PO=V]R:W-H965TE[B%V[PS?KCA]5!Z9UI.;<(&'I3XM;:H2#$L)9+:B(U\![^U$I+ M:F&I&V(&S6GE#\F.I'&\()**'@>&0E_"H>I:,'ZGV%[RW@82S3MJ(7[3BL&< MV"2[A$Y2O=L/5TS)`2BVHA/VQ9-B)%GQT/1*TVT'>3\G&64G;K\XHY>":654 M;2.@(R'0\YROR34!IO6J$I"!LQUI7I=XDQ2W@]E0)E>`K5([!WVHW!8<)F>G[WT!OFE4\9KN._M=';YPT;06JCV'A%Q> M1?5RQPT#0X$F2GT83'40`#R1%*XSP!#Z[-\'4=FVQ+,L2K)X`6BTY<;>"\>( M$=L;J^3O@$E<3"-'>N2`]XEC$X^0`X/ERXG2 MN95'$#3KZ&6>+\9P_G(3VFCJINO/11;]LT-/%77'?!RCL<>=J;-YOGPE&N8D M-)+DNN&?>-<9Q-3>S4`*K3'NCN.Y29UEK_>S8N/GA8P_8&P&VO!'JAO1&]3Q M&BCC:`F!Z3!X86'5X-MWJRQ,C/]LX7[DT!VQ2[Q6RIX6($S&&W?]!P``__\# M`%!+`P04``8`"````"$`A_Y/6I`$``!Y$```&0```'AL+W=O6%5G?%RXP8CWW58F?)] M5AXW[E]_/GQ9N$[=).4^R7G)-NX;J]VOVY]_6E]X]52?&&L<1"CKC7MJFO/* M\^KTQ(JD'O$S*S%RX%61-'BMCEY]KEBR;YV*W!O[_LPKDJQT1815=4L,?CAD M*8MX^ERPLA%!*I8G#?C7I^QDNX(JF>GL]?4EZ<$>(QR[/FK0WJ.D6Z M^G8L>94\YLC[-9@FJ8K=OECABRRM>,T/S0CA/$'4SGGI+3U$VJ[W&3(@V9V* M'3;N7;"*@YGK;=>M0']G[%)K?SOUB5]^J;+]]ZQD4!MUH@H\\^8/?OF59<=3@W*'R(@26^W?(E:G4!1A1N.0(J4\!P'\ M.D5&K0%%DM?V>C<.Y/`I@[CZQN'C(*Z3KI<]WPXA]A%,A0(LA8 M!L%3!@EFHT483F>+.:)<\9Q(3SS5YT?SP%]./O";2C\\/_E%\&D3QE-Z3F:W M)NP)\=I:1$F3;-<5OSAH<,A3GQ.:+L$*@5411.)=67Y4%92#@MQ1E(V+F0G! M:[32RS8(I\NU]X+ZI]+H?L#(M-@I"RHVQ8WZ0*P!'C+HTD#]_HN/C5!`Y]D\N],!)SMM5O9R&1 MA<0Z8A!$A]Y.D(S10W.#H=4"TLILE#`P\]AU5IVH%A+KB,$:3:RSIH8>AR.@ MGVQIBM,FI$C<2V1II!CV&Z*S4GZ1A<0Z8I"?F>2O]P09FPP%,F[77=$`%A)9 M2*PC!AL4LR_E'"O.1XL!N9F\)"*67IK8.XF@BEU#C_V>E)$T$HL_N<4#;D$8 M3KK^,>C304%;VJZ+2<8F:8'H8EI(9"&QCAALT#8Z&^K+V61$F\5U8N1G$I.( MIJ9$KJLIC30U!]R@YG18S0`;O)[`==:MM4E;0KJ@-A394&Q`AJ8!;0=:B4G4 M6SJT]>NQ$SL+1M2\W2FKZ[(J*TU7!>F.$#;\@;"T0?22D)WQR24K$%L-%F&5 MP[V"4.INHH'*K*,BEHEW,^49V5!L0&8A:!/126H_,4D-$<%A0%%A0; MD,D)\NNGM(2$\.FGM-4S%TMMCP!$UF7=?@KB]B).S`6KCFS'\KQV4OY,-Q,4=[ON M8'%MPI3#O6E,*E@C$XQ,!D="C+0M8OG,U"VL-X+KV=WP5^`P]`W0&K0'J2%. M=]/5'0092&.ZPNEK`$<.@RD@@\$XBQ5VRX$X@8\,Q-VQRQD7OW-R9+\EU3$K M:R=G!\COMW.Y$E='\=+P,\J"ZQ]O<.5K_SSABL]P>/#IY'+@O%$O^+37_=-@ M^R\```#__P,`4$L#!!0`!@`(````(0"'\.V<5!T``(VB```9````>&PO=V]R M:W-H965T'XY?'YV^?KO_G7^D_MM=7KV_WSU_N?QR?#Y^N M_SJ\7O_S\W_^Q\<_CB^_O7X_'-ZN2,/SZZ?K[V]O/V]O;EX?OA^>[E\_''\> MGNF3K\>7I_LW^N?+MYO7GR^'^R]=HZOC MPR$^/OS^='A^LTI>#C_NWZC_K]\??[ZRMJ>'<]0]W;_\]OO/?SPK@MOCT?7^Y__4'7_6>TO']@W=T_0/W3X\/+\?7X]>T#J;NQ M'<5KWMWL;DC3YX]?'ND*C-NO7@Y?/UW_$MVVT6Q^??/Y8^>A_WT\_/'J_?_5 MZ_?C']G+XY?Z\?E`[J:!,D/PZ_'XFQ$MOAA$C6^@==H-P7^]7'TY?+W___'E[?TD>C\OKJX??7M^/3_UFAR*FR M2A9.R;)7LA,=$^W(0F><_@X8GVBX=@WIKVL8T?5M5]%J;;H]T7+C6E("N);G M=77GVM'?R[H:T9!V%VG^Y\+.1CPZD0S/>=V->$C,_US881I%VV$9SA/>O;%! MU<5H?/]V__GCR_&/*\I\ZO_KSWLSCT2W$:GCZ+0#U,?K6+A2G!HMOQ@UGZYI MR"@27RG)_OTY6FX7'V_^38GQX(3N!H1"B3U+F"PP>F,-$@U2#3(-<@T*#4H- M*@UJ#1H-6@_W@/)`:2 M`$F!9$!R(`60$D@%I`;2`&E]$OB2DCWPY;0/C33-$30Y3V6XDU+SP"IT];Z7 MZB,32`(D!9(!R8$40$H@%9`:2`.D]4G@6(K'P+%F2EULS>+NEKVS9U6CJ7,Z M.^K.$5KC_&%8*P?W4MPN!I(`28%D0'(@!9`22`6D!M(`:7T2.)AJBL#!TY%K MI$,G.F*6>]^+&^5%$>O=B"A!E"+*$.6("D0EH@I1C:A!U`8H\"BE]04>-=*A M1QW1'MTJCXI8[U%$":(4488H1U0@*A%5B&I$#:(V0(%'S?8-ZZH/&PKJZ7`U M#4/G6K*R!;VIBO9`8B`)D!1(!B0'4@`I@51`:B`-D-8G@>]H=@M\-^TP(QTZ MS!'/84!B(`F0%$@&)`=2`"E]$ERHR9?@2FWUW47)V_?'A]_NCC1!464YX($% M5=FN]C9:0@]TBFG+V&UK.ZF]()GTUK,P06,GM"23_6BRFROR);:7A4BP+9*44PH=*4IL7U7#H0852Q]C-F* M//"918'/>C1^';'9*9.OEU28]C$6S7;J:A(1XZM)$66(L9J1#X8"8 MJOF"`7%%MC\@%IGM2G_Y-""1#EXG-AV\O1`G<6*./FF\%V;]HE.B]6*SFZO* M.V49OPO:N9D3FLR>7(2X`P4K=QU8S3=S/966+#/2@=#CIJR^P..N"O<];I%. M`7V>0V<3QG,G4J`7X@M.7+NEC??Y6HUDRGI'PJLK'S(6FHYW,%Z$QB.5:R6K M';$=.MI4V[VCJ>AY7[7D:G;?_Q8%$;_4AQ;FZ./T9-T+B?[_5*3NJ$R*6';+Q@Y6Q<#7W)GX\8#]UOZG7?_2DP7NS5UD MT4).,?>"QB\L9J%=KRI!E#(2[9F@<>TY"XGV`E')J-,>^L64][Y?WA>6;I/@ MN\NBN5]%+%4"[2-_<]$%2RQ(KAI6G<1)\:JS7NSF.CM3UC22G2XVH0MDO6=-(#X*!F`>[J8'YX5_'GV.[*:_4[=2$VRF'_,`5)$[6 M&1D[H65W@[#S5H(H%56<*9F@<>TYJBH0E:**M(?^HN$)`G=&7/G%(57H MZEI^[YK24LU7&#ODU;`)HA11AKIRE"H0E0$*'4'1=8DCC+ARA$5J!5^I/ M=AMN!1<_]$A&&E(E<0U=LBY7RZU>1E@UJ>NK-AV/&0O)R4@N2-J!_4+9C^CV MG@WMTA% M[0[\V.^J)&H!)4X9KR<4HF&$I$[`;+PG(A04Y]Q.@K90MC9ZS$IN,V(K]",Y M^Q(_&G&5_18%]2/MF-3@[LWGMH(4/P)*G)2K%Q<+<*-M,ETOHJD<4:%,;92I MDC\GBT,C%GK1E/Y^-+ZK"IJ[#80?I!8%0;K251"WDQB)$24.N8U0I`\&4FXR M$C6VW&$A,94C*D)3:[7!+;G%B*70LZ;V]SU[8K:T6P6_[C9;9`J\H'SIT>#0 MVD*2VTEEG"!*&7EUMZ!Q[3D+B?8"45_$X3:E4TS'JTZ7+#%B+`P[ M4]9?$'9N%R!=O)M;%(1=C\8#(^9V$A@)HI21'W9G:,^YG6@O$)6,,.QH@0O] M\JZPZ[2$JPBC&5U%/]U&2SV(>Y:3"2A&E#A$?[ICMM5VNUFHA3WE9B.SD)WO M6$C,Y8@*A^B/>_8K6JY5B5IRLQ%S0?0M+MN;=.+*G79OXD>?DR(D#M:Y%K.0 MQ$>"*&7D19^@<>TY"XGV`E'):"#ZR'E!5KXO^HP6Y2Z+C&4_^/0MBX45\V:B M6)"TA!U$XJ3DV'?@N(%E1J8G%X_0@_RL'A2LO3_W'3AN8)F1'H0A&NQBJ&[5 M0W'><0-Y!,;"HB!T>R1.QM"U0OYQ@]/NH=0A3WLF:%Q[CJH*1*6HHJ4J])_R31PFXX`K=:1,>AG,5[)V5.2/M9%]=NVRY\\DK? M+$R<*I)B[2FB#%&.J$!4(JH0U8@:1*U#UA&![ZD8^1M\WVD)US>'?-\+FO"] M$QI_BDL$>K>+8D:9H'%;N:@:>8I+!%AQ*8H958+&;=6BRME2.[)&!%AQ*XH) MA<,6;,E.+H\FDE7]X5`P/E9J.C=>:FO.U7@QF)1%BGR:( M4D29H''MN0BQ]@)1B:@2-*Z]%B'6WB!J`Q3&N]E-73`4=O/EKP4F8"D%S*E; M[V(:"74JMW=BT\_U#`GA+MM)\3',9AGM5,ZGK&AJ-5V-=?W#EG15)R&.^D3:,4H198(D6''(07LA[5A[B:@2-*Z]%B%6 MU2!J`Q0.Q&4[9//BH!X(B]9^D%'&ZE,P;NF+:5_%(L17DSC$-Z!4T*7<8B3H M[/D7"TW9SD6(;1>A;,1Z.,J7 M;=.7N$UW:.T?@\`>W0F=R#:KW#L.35P[VKJ9HDL?N?.GY*-^2="1DYUC.AM'3%O^>.2RP_$U&WM_.C5;L_FZ>W_R M_*T9/5@$R6U1N!RO9FHUVG/+J02+18A=D#C$:^]\I12GW&8DR%UZNWY/6<]9 MDZ18X9";6K8+51V7W&3*>,5"4\9K%I(=;L/&*?[ZJ)[K+K324*2\V`^#X++S MC26>;SA$1P`\0GM!@QWH!B!F(;E#DR!*&8GV3-"X]IR%1'N!J&0DVBM!X]IK M%A+M#:*6$=Y=HNC!U(M6%[Z/UFE1!8X]W0AFW&@U4X\C[UU+;SJ-$24.T9V& M[E[C9K74\TW*(B/SC4LU=U0C=QARM%:P*F=MN5MLU%:J9)$I:Q6JKA$UK,I9 MF^V6*U7`MRPR8BU(([I5$@[H]':R$P]'SB$_C02-AV+,0A**":*4D01Z)FA< M>\Y"HKU`5#(2[96@<>TU"XGV!E'+"-.(SJ0O\KH15UZW:.N/,>S@.S/43E:! M&%&"*$64(T;`4UP8DX-N+*HQ8%6RR:@51R[5=6 MS)^!$"4.N4(+GB/CC_W1\Q8Z._N@VAQ1P:IL7;50&Y&2/YZR5*':&E'#JJRE M2#^RUO+G(Z;"X=)')^\Z75_AB8I#00D'E3NW\_/"J9*:)7%2IC(=KUE2UD5A MT4OA4#KM8C"7=EQ]%&<9+*7AN,&*A<1@C:AQB`O2Q5PMMRVW&;FX<$C-SM^O MRD]DH#TH\$_#5A8%*TF/QB\VYG8R&R>(4D8RUV>"QK7G+"3:"T0E(]%>"1K7 M7K.0:&\0M8P&5A+*ML#K[TLDHT5-AQ:%!=E,;1KV*RL5S(:`$BA)9P-S[!4H=H:4<.6N.K33YBW+#!R56'NF'WY!;ECM_%![E@4 MY$Z/QMT:KYR0Q%^"*&4DT9T)&M>>LY!H+Q"5C$1[)6A<>\U"HKU!U#(:R)VA M^R"F\@$2IM^]\[0?NY9>E98XQ!,S;6#T^7/*K4:F M9E="@+6;!'@QWH?!NOG)#,)0FBE)',5)F@<>TY"XGV`E')2+17@L:UURPDVAM$ M+2."0G@;5C8P]MY2I(D:4."33X&RMYM.4 M6XU,%39Q6$BLY8@*96VYF^N3E9);35FK6$BLU8@:96UH&N16(]:"S#$WI'`, M+ST3[[2H`;4'#7H:5-/*WK7T"T%$B4/N8&Z^F.NJ*64)?T[Q9@LWGJY/WD2( MQ@I692LTND<'7YO"$E/&*M1<(VI8E35&UZ6_'J)EB1%CX6C2D`>C>2(/C;@: M-HO\>7#=H_&Y)&8AF4L21"DCF:DR0>/:B`5)0WA:(7%2/$WNMHN5VLBGK(A" MH.\!IA6>4G`[O^?0@4)W8`7OCEB4-!6IYSQ.':T;-W7'TEB%+4G@D2_^F! MSU%5@:@45=R'2M"X]AI5-8A:447:P]&@&3,8C1.3H1%7DZ%%=![//=^O`<6( M$D0IH@Q1CJA`5"*J$-6(&D1M@$+_F2V^'\TG_&=/!(*H=4B]M0#/'ZU%CAT= M#[!D@*4#+!M@^0`K!E@YP*H!5@^P9H"U(0L=;';9%SC8;KE;\S[=?^"$ M-IOJ/N+>DQ,'2UMFR8!<.L"R`98/L&*`E0.L&F#U`&L&6!NRT,$3>_P3P8S[ M^K5%="N)W;5'%"-*$*6(,D0YH@)1B:A"5"-J$+4!"EUI]KD7Q*K=%@>3@4.^ M_P#%:T`)HA11ABA'5"`J$56(:D0-HC9`@?\V0WOEBQ^`Z+2$:Y1#_J/O@L97 MU]@)F0?&^\IN#J^%B!0'?8HH0Y0C*A"5B"I$-:(&4>O0P*/O&[/M\V-7EV5G M?1ERIT7YWBBF1\CDYM_>21$2M^JZ*79"](2X>WU"'0XF(B!N!UN9V&*I7!HZ MS>KCC=&7/G>HL#W/9KR MO14RCV%[<:_*(4S'JK3+OJ">1=N)FD,I0*D=4("H158AJ1`VB-D!A+.M= MWPDWX^YN8U'P\`'N\YW4]-L<0T*P[TVQE`1\ MCJ@8,:F4E=QRTF3%4F*R1M2,F%150LLMQTR&@VRVJ+IPFY]Q@VGC]K;>5MDA ME53Z^[GW3NQ$4EGU05)9Y&[41GH'GK)YRKT^"'3P9&*<@R='5+`JLMBKHGA2 M-63)8KY%B*<*]=>(&M9E[U(LMKN-NH_3LH1OS;N^<%CUMOS$@HE[\8U%*F,C M?;?0B9U8,9UZ">_$M=,9JZXY9?5CL6QO.K&4Z,\1%2,FU4%.R2TG358L)29K M1(V8-!7];JEJX):;^+9&A]1LV]^5J6Z_[V>J13I3H>:T8BZYY>0**T+]D#JD\E4?9J3.OKUB+_ M7K*@P0YTOHU92!Z32!"EC.0AC`Q1SDAT%8A*1J*K0E0S$ET-HI81/KZQU>Q)CGE6I!]O^DY[G2'NO$<&)7:ZO)DI<:A_&W&QUE\7D+*(/R]X M@>-R`JSE:*U@5?Q<^FJE7S,N663*6H6J:T0-J^JM[?2C)RV+C%@+DX*$+DD* M(ZX&SJ+@O;AH!5^1:SXW+27K8T0)HA11ABA'5"`J$56(:D0-HC9`H4_U"Q[)^:%?HPH867A2JE_03)E,1JG/@']E=*EA.V99S)'DP7K M4B;U*0J+39JL4'^-J&%=RJ0^16&Q,9/A0)*R(#G>=?MK:[2HG+%(5?7Z[?P] MM_1SQBD3E#@IMR9OX2NE68L_L^)4!WIS;B>F"H?"M=]*$9*,T8Z-N9VLL0FBE)&LUQFB MG)'H*A"5C$17A:AF)+H:1"VC@;7?'`;XU=39:[\]10@V0A:IM5\'\GYKQ;RY M)T:4.*2V/?`V#XN-301NN@.3.9HL6!?E4#]U1JN%VHN4+#9ILD+]-:*&=2F3 MJEYJ66S,9)`DN\M.*SKQ<%YSR"R-OB/T`12WE`D@1I0@2A%EB')$!:(2486H M1M0@:@,4^M3LF]^3)CN[X?;3Q"%5%>A7+O=.S$\31`DKLW7D;D:_1A#6VBE+ M^(.II[<,->>("E9EC='/7:[T+_&4+#)EK4+5-:*&55EKZ]DVVNI#/!89L18. M(2TP[QM"TU`EB$7APJ]_86^_$%_CKTH6)C M6A8;,QD.KSZ6F-Y_[>PN/YAI+?*+/2RQD!15":*4D11H&:*@J$)6, M1%>%J&8DNAI$+2,L]G;D=YP"+WW7K=.BYD.C^-.U>56DGYPB^*U*;B@S18PH M<4C/AZH*2[GEV$QA"S^6$I,YHL(A?AIH%FWT.T8EM_+-Z56T8B&Q5B-J0FNK M:#[3WY73"-'$G%Y-[(FXGX9@@2AE):&>(AJ$+6,!M*$9K$@34Y,/$9&,A'$C.3>2.+0B>])DH:#E^WF.==3,9A+ M._9S<9;!4AJ.&ZQ82`S6C.0*F[,,MM)PT&`XL&8G[P_LB=RT&_]@!"T*9KL> M#7:@AJ$+6,<+:+9OJ\X%UE MM%433H/,PGD0OE6L%_/F06;!=QO!8[0)BYV8'%DLT`:S(TMYY7O.+&@)_2A8 M;+H?)8L%VG0_*I;R^E$S"UI"/QH6F^Y'RV*!-J\?0^M7JM' M1X@]'_&SD>6F:W26\M_L'6`I,\]"-L!HH&U//'TTJL!H"*''-&#`:,"@+8T. M,!H*OZUR/-5_P61W[N%L-#,MM:LM"Y MKK;Z%Z]I.%S/Z$^_5?`BSRYGO93T@0;(M21_]2VA#S1F81\&?E"=129_+YL& MM;?'"R@-JF/T9[P/-,Y6;'IEIZ$?T.;YP@;#S>OWP^$MOG^[__SQZ?#R[;`_ M_/CQ>O5P_/V9ND`_J^CAJY?#UT_7=XOUK?FQ,.IVWX`_V=`GW32K/UFO;LVK MT`-MUJ2-7N(=^H2TT=NG0Y]LZ9-NK5%V?HEN?^D*!,7OHMNV&VS-Y[?MH/R" M+F3`\B_+VU^,7P?ZM+QMET.<+GSXNND2AN3IH@>OF2YYZ(KC971K?JD&>T2O M(-Z:%_F&/HENS3MP^`F]X'9KWF'#3^@%-=(V]$F\F=,G0SZAQ+ZEC!G0%D?4 M`WN77XU(3I\4@Y_$T9P^&;2SV-V:7[+"7L?+V6UBYUQMASXI!C^A7U\BCP[U M^FY!@TR_\XAV[A8TS+3?QF)EO[C[?C3YI+KZ]^/;Z]'9^Z__U^N/]R>#$"=/3Q]7A\XW\8`W\<7W[K MLO;S_PL```#__P,`4$L#!!0`!@`(````(0`I\KK62!$``"59```9````>&PO M=V]R:W-H965TSLU?2_/3[GZ\O M%S\V^\-V]W9[Z5U-+B\V;P^[Q^W;U]O+?_V1_#:_O#@'Q?7E\?'IXWK^O#U>Y]\P97GG;[ MU_41?MU_O3Z\[S?KQ[;0Z\NU/YG,KE_7V[=+K;#WK:/FRBW-Z^'U#M]>$=J_O(/%E^[(]_M6*7EZ\/BSS MKV^[_?K+"]SWGUZX?D#M]A@=/?I<0MW MH,)^L=\\W5Y^]I;-U+^\OOO4!NC?V\W/@_7_B\/S[F>ZWSY6V[<-1!O:2;7` ME]WNFS+-'Q6"PM>B=-*VP#_V%X^;I_7WE^,_=S^SS?;K\Q&:>PIWI&YL^?A7 MM#D\0$1!YLJ?*J6'W0LX`/]>O&Y5:D!$UG_>7OI0\?;Q^'Q[&3P`/S MBR^;PS'9*LG+BX?OA^/N]3_:R#-26B0P(F$G,K^:3Z?A;'X#(B,%X6I;._SL MJ7VDX,P4A)^FX.(J]*-0\9[KK89NH_Z##T#XCH?'@LG:4VG$\JM[G!71X M\/OPOE;#A[=4LIB5NO8N3X?2%/)3J7Q6,K>7T%20@0?H6S_NO.GLYM/U#^@0 M#\;HOL?(M5BAAD$*04I!*D%J2Q MB1-"Z.-."%6']Z=7W>A_=I=70C!JP#!M]_DYBZ^Q@K&XL_)]SS5:=49=J@H2 M"Y((D@J2"9(+4@A2"E()4@O2V,0).<16A-R;7JD9=SR!5<$VQ!B7>TVF>E)7 M(^1*D$B06)!$D%203)!0 M`4S<>CI7(FX<-?';]7%KL^H(]>P9&UTC;1-"=5;O9_-4W!EAEB>"I()D@N2" M%(*4@E2"U((TFNB;=X*M]F9R]?3!8"L1-]B:V,'N"`52!%O;A'Z[_/(G7NB. MLG%WO8MSIXHD[=8/IQVJDG^6$3A=FOK-T&T<1ND(X,WT"D;4*8BJWL9]&*.R.\BT20 M5)!,D%R00I!2D$J06I!&DY[L5]ND#X2U-7?C:I#:P%HA8HF[0BOHAIV5R'XR MPD#&$B42I82&U3,R0O5D5&J%Y+U#C(26^U^_Q(0^B]"BS=L+K[ M5@$6@M"#NA#[_M3MV2MCI7YT5K(AC+IMY/LS5RHV4L&D':VFTYLP8/T[P=I@ M,S!86XI&=FWP!2J-^52BT9A/59^1\*EV?9J&_LV, M1;)!H0&7W$11&ZO_><)29QQL@#0HL&_9]]D!P,I8^>,=6:N#$69GC.IJ@?+C M+O`\)IR@@3V.\"Q(SZD](R.L/4?QF[9VSV>+G`*OCU5>DNYP,E=DA)77**XK M]Q?LSAN\/E"YV_IJ4VBW_O@TJ,ZC>#-K%-`YQ,I8`1J^L0B-%E:;&BE""5J1 M>DIH6#U#(Y+*)2H0D7I):%B]0B-2KR5J$+7J;M35OM".^B^MR-79'&\,@_1A M<;L91"O:[D2$Z![%.!,;*QR.9Y-IN'!'[`2%!L:9=E.0HA$YD!$:<2!W'5"# M[WS.3SOK3XU.K3]- M0>K;D3I_5/W#77BP-5)LK,SPYL]N`C:V)*@ST+7-Z-95AMF;8;G1^G.W_C`, MO"G;Y!0H-.9`B484@(H0=1\QOM>N`]-)>,-/PAL4&G#`;7"UT[8;_-?F-+U? MAXHQG/>>1J?6D=K*6B)&IJ"%8M322Z<9ZY\)7H818&1[(6K*9$TY2NF:`E93 M@9?':BJE;"51C5*ZII#5U.#E@9K<-E3[>KL-3W1:?0S@-)9&UE2Q\CHT'-0( MC6A%%4N4(*+U6DIH6#U#(U+/)2H0D7I):%B]0B-2KR5J$,G5H,_/3'ZIY[0J M[E$*(FLUB(A&BX@0W:,8+6)CU0V7\PD["4A09V"PT,,E&E']&:&1^G.W?C5< M+MCA0(%"8PZ4:$0.5(1&'*A=!]1P.>5=#84&''"ZF@^S@]/5>*.?MQ9L95BK M*V5XQDEIO#)6@.@.Q5K0&-EK08D2DL(!.B4TK)Y)J5RB@J10O20TK%Y)J5JB MAJ1`W6T-:#*G-<8'/CCXY"MP1##8=5.'[[,-TXJL\/XBB6*)$HE2B3*)2[@&T2CWDJB2*)8HD2B5*),HERBPD'N/<-ZY2,]4IFS M<5`CR%#L:RNU/5.[M($!NIVB(F/D/J,)V`E?3%:HGI`ZHI00C0I\X,U(BHQ\ M7F%.5JA>D#H@-WI]>UOS?L'YCWQ]N<\UR`FJV?J.!U4;P6-?\^2.[75B(PP& M>'N)K"LE1*&2\>1UL3.;7-95D+`(I=K@G;\F5@?9/!$U'[B(R4FX@^ MNYF8K"AP6AT*(DJE5291+E%AD';>S3&U#_I`8/2VR=XLJ*V]ZH[0*VG.#/B; M0&@%-]59\3:/^HQZ%K&ZPD`_-%C`(I*?YR5&*+!]XK6E?;5QHZS/2+B48WW: M)<\+YAZ/0($V`SZYK:)V6W:KJ&E7O\QU8M;0VS2G?30*8?+H(N_S9W(KWQ2T MCSMX,"(THL$X-BB$WFJIL_1.J"!9T5N$&YJ/'@!F:WI"RPU M,+HYL0<=-_;C$6_-W3G+(+='B&=F:#7:(\@(;SOS\(8_`B[08J!Z-]JG=E!GO=:DCI78>&T02WLV8:VP MX%C.16ADI3VJCZ<]%1P.<8I&8RYD9$3MH.\9@JTFX_D-W\H76.:LI`C0\.U':$3G+K%$"2+:#J>$AM4S-"+U7*("D3S5@5[FQL7: M_YR_!&M56+CT7BBD(]*5L8*Y&MLX(D3W*&:?V%C!#Y4)WF3JA3-^KH,V`WW2 M#`G:*RB#G#355N/G M*J:E,$<2&?X`^2V`G=?6#,8%'; MY8P'?U+GOOFP(C,:<;N2B&)IE4B42I1)E$M42%1*5$E42]0XR,U+OL^S1H@3 M(9=;/C540G^W#_(DBB2*)4HD2B7*),HE*B0J):HDJB5J'.2&4FV5/I"R9F=% MT_I]T&VV,,E6$D42Q1(E$J4291+E$A42E1)5$M42-0YRX@?#CAL_*Q7/7U.U M*NYD99!]1$.(!@(Q0AJC$W_-0%;8:(E$J4291+E$A42E1)5$M42-03W'/>H> MG=S]M=CKK8<].[7"[:$L1F=%:"SV6FKXCQN,"AB@<$+"B%)"PW5E)&6.+]DQ M14X&*%R0,**2T'!=%4F9NM@>O28#%&Y(&)#;9=1.ZOPA!X+%%W(&.7U#6P$: MOH_(E#MQ?$E6>#.)1*E$F42Y1(5$I4251+5$C4%]?8/O]<;G1142MEHVR#WX MX6^-K-#*7L/(,4ELQ6(J1T$65BE9#;=J1D8HE4M42%02&E:OR`C5:XD:![G9 MSG=_)QI"[O+4?@7:1AVY=NL_OB%=&2/G#3/9#D8PB8B.%^YCIG)TS M)5C76%]+T*/8U!GS*,2C<8\ MJOJ,A$>UZ]'"7[`0-2@SX)";(&J7_X$$,8<"]@BBD3IC[SKL@HWZ*SC=;:#U@>YA$N0,?[*S_,FQ/NW/?,J6MP5> M'_.G[*N*QZ?J,Q+QJ;$^O##DA,+$'E"$FKDC!]^P";A ME;$ZL0(QZG:FB?N/C10,()1J?L@.O!*LT.XC?LA"E:*572-OEJS/2+B5][LE MDL7;+1\[#U)-Q/<-&KG[ MAI`-<"M3\,1ZQ$C14!53.5R.)Q*EA"B!K#MN!Y",C%`JEZB0J"0TK%Z1$:K7 M$C4.(!GD=MN0#^M8<*Q_1'U&(A%C8V42<1;R;RXD*#.0 MB'I<1Z,QA[(^(^%0[CKD3>$-;;=K%*@SYE&)1F,>57U&PJ.:>13Z_)7Q!G4& M/')S!#SZP,P/1]R\LQKDS/Q^R!^)&:OQSMIG)`(08X5Z:IL&XMDN&@Q,;29' M])V,.I2=Y5".]>FY?S9E\T>!U\?\*?NJXN--U6LZK5_")29$J&CG#B'5.?#FW; M=<@MG3WZZZ#Z"XROF_W7S6KS\G*X>-A]5U_^A%YW]ZG#YK.DPN MP./+I7J4UW=E#E?:UU18&3BH7:KC3ED&/G_ZN8_?PV=1V\?E3.G>7\)G^J3. M?0!5]_#/X?(S/-_M*1`NX=-I/7P*WV/MX[ZJN;=J'^J&-^NE5N3/ENJM8WDE M@ROJ'6%Y!5[)A2M]X8W""02Q_3-J%I0H])8QG,]+-7BJL%0/#N05>`8`:GU7 MHILE?(Q*EHCF2_B8D^39?`D?7Y*\FB_A8TF21XLE?.ZGA_M3B%9?[.'U=8A) M>^6ZNW7X2.W[^NNF7N^_;M\.%R^;)TCE2?L1K+W^S*W^Y6C^X/W+[@B?IX45 M%7QM%#Y'O(&OV$W4]P>?=KLC_@).77PJY3T`H````V```9````>&PO=V]R:W-H965T:FIK+,YLX";4!IX#LR]^?EJ4V M4K?LL#/SDLMBN7NIU=V6A'WWY\_];O"].IZV]>%^Z-R,AX/JL*F?MH>7^^&_ M_Q7]<3L]]7A+(TJU_K([; MIWQ[J"#:,$]B!K[6]3=!39X$!!>/V-51,P/_.`Z>JN?U^^[\S_I'7&U?7L\P MW1,8D1C8_.G7LCIM(*)@YD;*V-0[$``_!_NM2`V(R/KG_=`%Q]NG\^O]T`MN M)M.QYP!]\+4ZG:.M,#D<;-Y/YWK_7TERA*C6B*>,^*T1Y^9V,O&#V^GU1H#9 M*('?2LGO"PF4#?BM;,"XKAS$5%T+E:&N_<0@9LH(_/[T(!Q(@B82XH_?'H:# M,^IWM>A. MSMP!RYCT,D7;,NBJ`LA<8>6+,',_A/F&!#]!Z7Y_<()@R/H6!#CX#.KE=X0(*H6/*6)@IXP9`E0T*&1`Q9,21F2,*0E"$9 M0W*&%`PI=<0((MQAC2#*]GDC[M7GU^WFVV,M[_B6X'K0)F7S%$::V&*E/DK$ M=2_)V"*7^`=C,_I+R?&A$[5SY+JD*X0M"9U%#%DQ)&9(PI"4(1E#8(F89[SB$$"F"KH=Z6ED\44YLX3`UB:$FF'I34J[I%6HRBR>J)K=PF)K" M4.,YP8RD:=FOQB@VV![]1EH(MID6$O'A#M=..*3%U.PR"W6=?FNA0U]:.&SH MH7('OW1WMZ:[2)F"96#+M"$W:ZGX0D+K"8=2#F47J-MZ?B&A]8)#I0&9,R%V MB7H3%^M%[U:<)WVPAQ%G$:1R%>1"L]#REI;)`J_LK5TD&=G->KIB^7#G;SVZ M'FE>DH/5&FSI:DR,P<7(A=(LR&UOU`T MD=EMAZ#!6"(),JB$5>2^Y*$:),A`5N(+^7$E7V% ML[21V/2$BJ76#NYX,AN3NV"$ACJ*1V7,%9)BM*3K9I(24Y(S\7RR&4O13I^B M#$FZ,YXP%ME,44$4.=,9/84JT5N')#-EQ,$1[3`3T-E_H@%'\RQ?)$3["UG] M+=25'ZQCI"V#Q$(1*E-XK.$%9)<8(0$"V][;:-A7UPB*;20F*$%_LIAGOD\: M7HJ$/D&9S1=5G=M(3%"!_J2@(*#;@Q()'8+,5!&G8315KEK!B`M)]BP8H6)-#!;/&J5+9U&'JVM4Q3824Y6@]FFSO/3( M^%/\N$].9O-$->/2(U5QD'?-C:FYT+PQ*8ATF0E9E2\4K;_+ MV$@L'B%Z5#L`%[X/,0^[(V1TE)#,&YLS+6`-*;:1F*($_L*.LD1"9&O:2;DP&J! M5_;5S/)"PAM=R*&(0ZL+U+VVC2\DM)YP*.50=H&ZK><7$EHO.%0:D#D3T"B, MF;BZ;L6%9$XD1.K6IZ<;\%6NN/*#NK606%:&RE3WZ082.I)2E:W%%RV3V*:: M"4K0GRH3V^D&4OHD939O5%)N(S%)!?I3O8V?;B"A0Y"9+I\]077Y":J"Z.J` M+*86>&5_"2OS,)/M+I.%(E2F^F_&$3K4;='8KY#4IRJVD9BJ!%7)LTJVF$0C M?7(R)/7)R6TD)J94,$2/JI2G'KFW1$CHJ!O56RR^:#+%-M5L8A+T)P7Y\(4\.0=,D=&G M*+,YHXIRFR6FJ%"L_LU9:;.E.303!J0;"?/!PD#0R4U(0J2K3,@^8"&^8!97 M]A7,TD9B40@52^TY_,GMC-SQ(K3343(J4ZY0%*,E7393E!!%#KQS82YG4[33 MIRA#DNY,F[A&=HXDW1)35"A6?^<5+[,TDZ+;TAS*3)&OJ\AG]O?5\:5:5+O= M:;"IW\6K*/"HP<-="\OW9):3.3Q5">LCB@=S>"J1XW$PAZ<(.9X'6^,XO)_SI7EBE?A]A/=VFB>"*>["^SP6.X_>')Y:MMCWP7XSL%%K"=Z_ M>5N_5,7Z^+(]G`:[ZAF",FZ>OSW*-WCD/^?Z#8(%+[#49WCSIOGS%=ZTJN`1 MY;'X/O2YKL_X#W@>M>]N/?P%``#__P,`4$L#!!0`!@`(````(0!?=U"=81X` M``6E```9````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`V>1DMJU'RZI.#3\/A$(__?GZ-RN?CQZF\:K6^M MT/4)(5^BP1)F:#9ZFQJT-&AKT-&@JT%/@[X&`PV&&HPT&&LPT6"JP4R#N08+ M#98:K#18:[#18*O!3H.]!FD>7PY,F@>LD::Y!-T^2-*6RXE*6BM%LSR12J*" M+]7(I3BUFT!:0-I`.D"Z0'I`^D`&0(9`1D#&0"9`ID!F0.9`%D"60%9`UD`V M0+9`=D#V0-(4T34B#&N*<4TQL"E&-L70T@)3EH$U4Q"]1*8;)2^1LZGN![,J M$\YIT_"8TYR'UQDI90L_9J+:`-($T@+2!M(!T@72`](',@`R!#(",@8R`3(% M,@,R![(`L@2R`K(&L@&R!;(#L@>2IH@PJBF&-<6XIAC8%".;8FA3+[9>KM+= MN)>KX00UTGZ"6N(D*)`FD!:0-I`.D"Z0'I`^D`&0(9`1D#&0"9`ID!F0.9`% MD"60%9`UD`V0+9`=D#V0-$5TC:B!"..:8F!3C&R*H4V]V'H)2@.\EZ!.,7W^ M?G?[Y_4#C>QT'WDB<8NT/I"M&A@E?MYFA%;8N-0V@#0SDI!R=_(0^9.'5B[% MFMI`.D"Z0'I`^D`&0(9`1D#&0"9`ID!F0.9`%D"60%9`UD`V0+9`=D#V0-(4 MT34B&VH*+(R!IBN@:40.1Q)R]3#',*<8YQ4"G-M(G MSM.NKGAJ4XP2BM6G-L>B3',YRCN-^%+'(<;2!J6I30 MVI`[RRG[&=,2,;XV;40=1%U$/41]1`-$0T0C1&-$$T131#-$GB#C)'#EG"S(VYX(.3U$07TG@DX/4C*Y M4WEMGOFX#P)?R>OL$1&M\[%CUY%%!9K9N2E;\5.V8>5B:=I$U$+41M1!U$74 M0]1'-$`T1#1"-$8T031%-$,T1[1`M$2T0K1&M$&T1;1#M$=$B9T%W`DD)3:R M$P&G)X,H=R+DE-@H=R+HE-BNG#>Y-]M]WI+8V<,A+[$SE-#"8I[7556(&T`[T&=%(0<&+"0.#`4%'!@I!^)"J:2NT9@5A1R8L)`X,!44<&#F.U`I MEVIJAC!G/2'["Q82^TM!`?LKWWZM7*BJDKEF/2'[&Q82^UM!`?L[WWZU7"BK MN>.>]83L4SV@P^9V01R@>I"S@`)O`-1 MC<@[,'1$VG>0&6`G"I5JI!*1ZDS8";_RF.=Z;QA2[6-`&1>OHPS1?%(JR78K][EOT>:\_LEY): MHDI?GR5"]@=BC._WC3,QV@5*2U%3MI;IC18(^<%]R)T/<>XB%?.BP M`1N&8JS#0&4G[(-?=LP#T#>4'?N\5'KOM=F*;.Y8W`E/E$1JYTG#BCFEMHFH MA:B-J(.HBZB'J(]H@&B(:(1HC&B":(IHAFB.:(%HB6B%:(UH@VB+:(=HCXCZ MCTT!;^!&=B+@U#M0[D3(:2*/"3IGNROEY31WP+7EMQ-7*2X:*[CP@TANJ M&N:%$6KH].2FH$!';EFI8N4XG!8^%-4TLLT"9""?A^!H"N:[9YGOL78V7U'K M:'T6")D?B"TNYD-!XC9,)D:L/3-/;UFI6CYF@9#YB=AB\U-!`?,SULYG7U)S MV#D+A,POQ!:;7PH*F%^Q=C:O+_Z:!4+F-V*+S6\%!!D'DJ M!'383WT:2',6<(`&TDPL3_Z:NOY4*:P$_?-B]M,&X=P<7P*J'3F3EI"`-'^W M!O@BJ,DDU18K0/^<\L"O-N;!^AM&4?L9C6A^Z4."XGYKJ"`^9XV7U8GUFG`7\H=J3B>5=02_.4>VQ MBH(N<)=R^B+5GK-L`=^[3%[(]Y0>[*M%-Z298;\A8,D4EXU MJ(FJ]TU!@4O>LE)YM=?C39L%7BBUQ^T_';'%M;XK*&"^Q]JYTFOS?18(F1^( M+38_%!0P/V+M;%ZOV(Y9(&1^(K;8_%10P/R,M;]D?LX"(?,+L<7FEX("YE>L M/3,??8A*7N]7.;9F\9`S&[',SFP%!9S9L?;\6KQ6B[*,+X:\H5H$_8)J4<8=S;DJH-)WE$?>RO*^^4JZI5(4]\DN5V=_RAE*5;8:^?%ZT3?Y/3#:F*G.5#APUDER$I%6)U(TYU)NR#5WG,IR[>4'F. MXOXJIT7^ND,2JQ6A!K>40MQ$U++(/A,M%BI%_59_FUN%[JTZ+"36NHAZOK6X M7*E6U>E;4DY]**HUH#1/Z*!1SG'7J)/47!7I=6^[R2YL-,_K%XSZ MO=UL6SI_GA%GNYS<>89%>IZA5E\;5LPI<$U$+5:6U;)BL9R4]4)VFV5"!;6# MNKN(>JS*FHM+A0K(5JR*+R;M8ZJJ+%BS3,CU8E357+!7*165N MSS(A<]3GLZ1V4I/Z/#).8=ZM4BW'D=Y,1ST^:QB^O^<\=TUR7KN,TYA-)K5" M7%&S;/KF0]BDW]^I*+REOQMQ-;IG2(_NJO0U:(>O?JR`J&41[WBJ1?31'G]S M49M;D;[\*0;<1+"0C!)=1#UEC7:[E-6,M<^M0M8&+"36AHA&RAJ%+E$3LS&W M"EF;L)!8FR*:*6NEJ*`76^?<*F1MP4)B;8EHI:P5:>:B$F#-K4+6-BPDUK:( M=KZUN%I26V3VW"9DB_HY'?:?=%$_M\P;VS/VZMB>-WTY,>DS+FC426EG;#_+ M:)[5)'VJ-_A]W>S9<<=V\XIL7/I`U3"\MS[.-OMXH[S=_T.E)K<;)?I.HV%; M.C6LB:AED:UJQ4(QCE4_;+-(J')W4'4748]590-%7"E%.*JK#7*D@*,[V?$C?I])N4D)?5[9)R\-BVK="E5Y&AT M/\<@Y[=KD!/:99R_;#!)X+DAY_-+TPF_OYN=2VY_?Z67VXU.SE*X^2(D54@] MMJN;TH85<^Y7FHA:%O&=>ZE2T=G2YE8O5+/L(1T+R1C11=13UI)2-5$UI<^M M0M8&+"36AHA&REI42JHPMMO+&[(V0=531#-EC5[2CJ&7GV%M@:J7B%:^M;A6 M*%54OUMSJ]"Y;5A(KN06T4Y9HQW`%95N>VX5LD:]W%X!,4>]'!DGKTU+VM92 MTPL3U,W/N)HTM*/V/*,=+SI6CB>Y55HIUH4ES^@7SM'OYU1HAHQ*KLP%0K)OI]E3&+A*Q-4/44T8Q5\:`;PR+AG$5"UA:H>HEH MQ:JLM7(ET@LB:Q8)6=N@ZBVB':NR<:,;I*(J;'L6"5FCSD^'S<`E8QEU?F2< MO#8MHUI,RP;^_29U_JS=2T-N]N$83G#7(F>TRSB!V2*5FZ+:H$`W\&&+?N,,C;73]R8:[-AY;I6A7EHCXC MT35`-&0DND:(QHQ$UP31E)'HFB&:,Q)="T1+1J)KA6C-2'1M$&T9B:X=HCTC MT47]`&)+_<`RT48?($661]S1EX?<87G,'7UYT!V61_W8UL]AL[_#S>'?&\"R M72+>76J&RNY=:J(6E!K4/8\#GPS134%R=TLS`[\RM*R4'<=I+2Z!%V7:K.F% M<=S.:,&#+K=S/0LH#6L^MZD_0]%E3R(,!"\DU&`H*7(.1\J!:KE7T#&', MFD(>3%A(/)@*"G@P4Q[$=$.O!XTY:PIYL&`A\6`I*.#!2GE0I#W5D1JVUJPI MY,&&A<2#K:"`!SOE04Q/NXIJ2KEG32$/J&!`*E+!R%G`!ZHAF1C?W]'87=0W M03286EU!+[AG.3>4]+7CL[SH^%[$M9AF+'I(SWO7"U[XQ#'D#+Z"FN?FFX3DY_M",'7@!M:V4HZN#J(NZ>HCZV'"`:(@- M1XC&V'"":(H-9XCFV'"!:(D-5XC6V'"#:(L-=XCVV)#Z$022^A&$C3H-,HZX M$TNZMT1]'',G,^B1,.KCJ&?Z_-PV^T#HCZB`:(AHA&B,:()HBFB&:(YH@6B):(5HC6B#:(MHAV MB/:(*(3`4%/)BQ]LR#R*SL5]3B\)QE0AXLQ!Q[L!04\&#%VNTU*!3I M(ROJ&JQ9)N3!1LRQ!UM!`0]VK-U>@UJU4"BI:[!GF9`']&,!V2XDIS.DU\(" M/M`O"&1->3&D1#M$X%,#W+->67\1BWPAZ'<&HCZB`:(AHA&B,:( M)HBFB&:(YH@6B):(5HC6B#:(MHAVB/:(J+]DX78"2?T%V8F`T^]KH-R)D%/F MH]R)H--O;+AR?@[3O9&7P^=N%C"_3::S.4-F;IJ/:+J'-;B=W/PV&/+M&$0#\LF7,KNF)Y`/7U7+"06%LB6BEK,95\=7N^YE8A:QL6 M$FM;1#MMK5;5C]KVW"IDC3HM)`MU6F22V1T25&CRU*GHK6@-&GM- MT7#F$$U$+8OR@;I4TZ\OM5DD-&7IH.HNHAZKLC,DFB?KW.FS2,C:`%4/$8U8 ME;56*=#7Q/W$&;-(R-H$54\1S5A5?FXE[/,V<"%K"U2]1+32UDI)!)/=,ZQM M4/46T4Y9JQ0*^HLZ>Q8)G1OU>4A*ZO.YGWD/Y.0MN=IBW/LO3:4GZ")*/Y>% M1IVDSHUR#K]BE//ZO&FKV;_@=OOP:I#Y<4X]T&?('^C59I$&MY/*W434LH@+ M:8FBJ,:)-K<*U=$."XFU+J+>Z];ZW"ID;O6]MPJ9(WZ.N[=N3[!.'D# M:4GCN]45M,@)[H_O>4NGHV?LU?$];WJRNOCC.U4JKZ/_UO-64U-T_\^0N:O( M!WOJ?I^US2+4.+>G2VH'K741]5B5M58M MQOHY9I]%0M8&J'J(:,2J\M&^'*M=(&,6"5F;H.HIHAFKXM&^6-3?-9VS2,C: M`E4O$:U8%5N+XX)^%X!%0M8VJ'J+:,>JK#6*FO[XR9Y%0M:H`M!A?PJ:7I]@ MG+R\#2*@)J,9`]("U&;D>CJ(.HR$ET]1'U&HFN`:,A( M=(T0C1F)K@FB*2/1-4,T9R2Z%HB6C$37"M&:D>C:(-HR$ET[1'M&HHNZ`022 MNH%EHHV6;I'E$7?TY2%W6!YS1U\>=(?E43^V]7/8;`9P<_CW1C"[I4`>XUS3 M1VE,%?!V#.EU\885%9"K41=13Y@I1 MN:+W:?>Y6.&YS&UF14H94QO4F)!K*P2;\( MF+T.;A%XY7XUVQKA#609\AZS`&K285,3BE*:6HC:C*30=1!U&8FN'J(^(]$U M0#1D)+I&B,:,1-<$T921Z)HAFC,270M$2T:B:X5HS4AT;1!M&8FN':(](]%% M/0$"23T!(DD#&;(\XHZ^/.0.RV,NWM%L#?7E43^V]7/8[&MP<_CW!K)L=X27 MVAG2MV+J$6^#DEK->IN(6A;QG+=$/T2AQY8VRX3FO!W4W4748U5V3E^JTBLR M:LK;9YF0N0'J'B(:L2HV1^_YZ2G]F&5"YB:H>XIHQJK87%*,]7<1YBP3,K=` MW4M$*U9ES=$'-"*]UKMFF9"Y#>K>(MJQ*C972^B[#_Y"]IYE0N:H`T-J4@=& MQBG,R4DOC41P@\1)_=H=&:KGO/;OR#*YW&0!+7$M*V4GIJ??XV!-H=EWAX7$@ZZ@@`<]Y<') M]SA84\B#`0N)!T-!`0]&RH.3[W&PII`'$Q82#Z:"`A[,E`;%A(/-@*"GBP4QZ\,(O3R0$ MY2DJ?:B8\?G[W>V?Y[W'87Z[5]>G#'E#+Z"F;4AUFP?H%J*V18ZN#J(N-NPA MZF/#`:(A-APA&F/#":(I-IPAFF/#!:(E-EPA6F/##:(M-MPAVF-#ZD<02.I' M&7,B29T&&4?R+F5,)1SH^ZG\/F`;:;PV8EI%P\ MUN=7TMD^^G:6\W#7S_IA.BAD8,O'@]?/UW2C7Y4 MI[7FXTPE;V*/T>;F.MU)GSQ&1X[;9E6;:]/B5(/KF`Z<;%$T-DSA4ZK2I)[2 M>>.!:SK034X=*-&!TJD#B3%"/0*5T4;ONMFPC4=HRW;=;+G'([3KOFXVT.,1 MVD-?-]OA\0CMB*^;S>UXA/:WU\U6=3R2MFOUM'.\_U/7AGX)GH[0S[=C(WHA MK&Y>[,(C]&I7W;R:AT?H[;RZ>=$.C]"[=G7SVAP>H3?GZN8E.#Q"[\'5S2MM M>,2\U4;9=OH8O:%&03IYK%FALST6&'T=JO79\5Y8\665&IPZT*S56Z<\Z];J MO5-\6*N/3O%IK3X[Q9>U^NH4W];JNU,\O::3;AR/7.7G\/3YXZ^;;X?1S>.W MNY]/%S\.7ZGW%HZU^/'NFZG,V7\\VW>?_WAX?GZXIU)W>?']&ULK)U;?_PV^/GV]NG5\;AV^-/ MKS\_/7W?OWW[^.'S[=>;QS?WWV^_F4\^W3]\O7DR_WSX]>WC]X?;FX^G1%^_ MO%W,9INW7V_NOKT>'/8/S_&X__3I[L/M\?[#[U]OOST-)@^W7VZ>3/D?/]]] M?V2WKQ^>8_?UYN&WW[__X\/]U^_&XI>[+W=/_SF9OG[U]<,^^_7;_KMU=OC=/[=Q_O3`ULL[]Z MN/WTT^N?Y_M^MWG]]OV[4P/][]WMGX_.WU\]?K[_,WFX^UC>?;LUK6WZR?;` M+_?WOUEI]M$BD_@MI(Y//=`^O/IX^^GF]R]/_?V?Z>W=KY^?3'>O38ULQ?8? M_W.\??Q@6M38O%FLK=.'^R^F`.;_K[[>V:%A6N3FWS^]7IJ,[SX^?39_V[Q9 M;V?+N9&_^N7V\2F^LY:O7WWX_?'I_NO_#:(Y60TF*S(Q?Y+)XLUBMYZO-]9D M(J'Y])2[^9,27DGF$^DVE,[\R1D^N[!;2FMF`*6=O]FMUZO-;OO\&E^1B?F3 M3+8O-YF;WCY5W_[EQ?68<]?9O_QX3>8++H3Y"]F8?IQH_+D9*T.Q9=#,W3:< M2LM#92YC9?EFM5AO=R\9<':$#T60$>"6X)GC=LYCP?[E+_2C&4I#:61,F<:< M+L3;82*>YO7QYNGF_;N'^S]?F6!I>O/Q^XT-O?/]W!CRC!Y:]3S'0U/FU26]F[Z.)2W^\GV\V\W=O_S#!Y`.)KD=$ON+`"ALYK.]1@TB#6(-$ M@U2#3(-<@T*#4H-*@UJ#1H-6@TZ#W@%O3?^<.\ET[]_12=;&=A*W[C4#Z;6% MZA!6<)*C!I$&L0:)!JD&F0:Y!H4&I0:5!K4&C0:M!IT&O0.\#C&AR.N0\?6/ M)X=5G]8\F1S+SM!-#\MWJ>Q?P!R!!(!B8$D0%(@&9`<2`&D!%(!J8$T M0%H@'9#>)5Y?F-#^@KZP:A/K3`26SMALU+"_)I59;T6UW*[\+CN<5>?9`20" M$@-)@*1`,B`YD`)(":0"4@-I@+1`.B"]2[P.,JNGUT'#$O/&[G^FYXU->.HK M;M_K@:R'_:!=(`Y`CD`B(#&0!$@*)`.2`RF`E$`J(#60!D@+I`/2N\3K`[-Q M\?I@NN&MVF]X(D[#`SD"B8#$0!(@*9`,2`ZD`%("J8#40!H@+9`.2.\2K^%- MH'E!PUNUW_`#V;D[J^ULI@+1(%J[X6JC-,=!LS)AU`UI:]\I.JMXRL5G;R;) MF8B3SBT]^XAFOMQN_=RRLXJ]\[,WD^),Q$GG5IY]1&-RN_)SJ\XJ]J[/WDP: M(.TYE>,]5\W6G45LU+M&WH`P/>D-""<:/GV^^_#;];WI'[,1')FA2[.Q'K;; MUL0?)P,QXX1+/-Y,5BJ7KQ+.+6B($D0%(@&9`<2`&D!%(!J8$T0%H@ M'9!^($,C>KUCSSE>T#TGN=\_A.RQDC-C=NJZ]L`R,^?/,N@U$7&/1(AB1(F@ ML'LJ(G;/$.6("D%A]U)$[%X16LOU2HVH0=0BZA#UA!9;.S7\7K47R?K$8K%^ M8_IH>OK9@RLU_P@MS`0_=]Q.+5('3N>&3>Q=,G=%BX4.K62UG)U.2);KS4IE M%G-FYL+S7"*=6<(B-S,M2EGD.D&),E*MS/[EG-]BJ8))/N:E,RQ8-%6JDD63 MI:J>5:IZS$N7JF&1[%Q;04Z==5]UI`KW5<\^;EV<_/U1:T3>J+TP5JUR-%8/<6 M4<=6X0KW+`E4V!]A]H#$C8L71AB=IYP"[&E<7-N3=CMXW&AXI799!Q+9L7\. M&'H,'$7$#1`1HNFT6,T6ZLPEYD1F=`:=$Q9-99^*B+//_.SGZ]EVKDYS4XA41-SY&;NK0L``I(:8+$0A_C*2G#X[5;L4 M$1>BXD)0N%GNU&"H6>!FKXT;-&X1=6RE*JRNFGN6N3FZK>Z//Z/RQM^%^&;E M:@4=T-*Y1K9W]HS*H'!C'EDD5](1HIB1N">"PNXIB\0]0Y0S$O="4-B]9)&X M5XAJ1N+>(&H9B5>'J&=T\O)[T!Z2N1'D0@_2F9J[0A&2G3>D#^ZJ$BZ\'> M[C'IG(7A2,CL93E"1H2F=X"Q)`RW98(9IH@RMAI"\G*[T_OYG!4F3)VW#3HF M%^A<2CJN745HNG:U)`QGV&"&+:*.K8*UZUD1J)T_4NPAG!L\?FS[85W4`!J0 MM^LU.P0U9P_VV0B;4F;'$5%$B/=/\><*#`[*-!`9BFGD_PS0GI/J8X4 MM0V[2X8MHHZ0KJ/:N_2'6(>D:XDUCHD]T?"@8G%S\8$%I) M7Q\(N6L'HHC0<@AVF\5,C_>8%8%@-TQ\=$X196Q%6_DK\S"ANE[*63*56X'6 MI:3CP5X1NK!P2,+P&&HPPQ91QU:T<*PW6WT%W+,D4#UONB_,M?H+IOM)KD:% M=3A=)7"C'$@U?>'`(AGF$:*8D4R91%"X,5,6B7N&*&M'+5@P-:F2OL\S[*+/)JZWHP-Y'T(H\H0A0C M2A"EB#)$.:("48FH8B3-7"-J$+6(.D0]H]."[<\P??1HP_%R9Q\!OW!/9H&G MD(2\#?U\J?=1!Y)Y89G.+R5X1VPVA)+5U6ZK3MQB5@0B"85E<$XQ_XRMALQV MF]5,78?DK)C*K$#G4M)Q`*H(78K*0\$G3^P;S+!%U'$9AMK-EYO%5NV1>Y8$ MJN>/&7O8Y6["?FP)'X[,W+W98D#>?OY*E?1`(G/'3/`O+$SO8&W84BO!P-R-_"DNK"B4SH)L1&G$Q0S MDE4Q$11NRY1%8I4ARAF)>R$H[%ZR2-PK1#4C<6\0M8S$JT/4,QI9T>UQVU^? M_71H)P'_>C$@;P,_(&^E`!110MK`KY>+A=H81IQ,4,Q+W1%!XK*0L$JL,421>)>(:H9B7N#J&4D7AVBGM')R^]!>R#TUZ<['2NYTYW.H\S2>)Z39K.H M%I>#W0RHPSM!DA(>CXE(Q:?=NZ5RCMDFL&S1]A&R3SF=>Q\9LL_\[.?;V08> MS6&CJ0(4+))%NF3DIH,"5*2ZM%&@^KE>>AO4<(92AE;01!]TI.(SU:TY[E!; MHYZ-`@7PQZ(^_=,;SW_=?S<7CQ>O7/!4<'$^`N30>Q`D-=0M"`J[EVA5(:K%BMT;1"TF[!#U7D*O9\T(^1NB MS,G%/ST@9+%ZM=*75C%+W"+H@91(;MS, MJ:")`F3L/BS8JX6Y4%ZH!W]RUDR5H)#LN`3E6#IH@HI4%_8H8UZZ%1HL0RMH MHA4Z=J=6N)JM%OK"L6=-H!7\\:@/'G\LTMB3$'7Y0LB]?!$D5=1-X.HQ80=HMY+Z/>L66B\_C2RE5(&9#7@P-:RU;L2`D=%"&*$26(4D09HAQ1@:A$5"&J$36(6D0=HMY# M?E_8(RYW;WFA+X83,??$R,1=VSW^.U;Z"9$#J:9?LB*1]VZ&>1-)/?@4B8Q' M:2SVC!)!X6F1BI6(1MZT$AG;YV+/J!`D9CJ(E&(EHI&WK43&]K78,VH0M9+0 M\8W3FCA$=B9_UTM62#N!D?;\FY+YV1O1,95 MBM$L091*0J?%S.,D_BM!FS`E$I"5U__;!*)3+VK]&L0=1BP@Y1[R7T MN]>LQE[W7@@!5J["\8#,+0XN^L$>A!B5O>MQWO3IN7`DD3??\5TL4;%[C"A! ME"+*$.6("D0EH@I1C:A!U"+J$/6$AD;U.\P>([GS\4*'#:=.7LRF@RC32>?> M,3?TU.7Y87D^KQ(9=N)9Q-T323I&,:)$4-@]%1%;982<=Z=R1`6B$E&%J"9D MCF,XQP91BZA#U'O([T-]*F=CZG/>P[+/8NOI-R![&7_N37@/B].Y1R;8EV3N MBN!J(R(KLYFW[YI<[38;?=C+F4W-_H1%;F:Z1"F+7"SCUL7)WQ^U]JCJ!9&' M3K9D*EW;$V,S?.W%P7FLZJ7P0")[(GH6.44Z'?(),2<*3*?A2)M%[BS00R`5$6>?^=E?K59+=6V4D-+W-V MXP>P'[J4.;GX6V!"?ES3^RD23<\$":J]YU6:/D(FIW"@'0>'&/+)(;D)&B&)& MXIX("KNG+!+W#%'.2-P+06'WDD7B7B&J&8E[@ZAE)%X=HI[1RMO-:8Q;<-^4L$CR2A%E?E[FA=^%"F8Y M)YK*K&"19%8RDL."BM#T]KV6A.':-2R2#%M$'2%JR;5Y7$S=K^DY4:!V_I!X MV1FJ/>[00V)`_NJAEM4#I7,N3(^$S%$!!X.(T/0&,):$X;9,,,,44<960TA> M+K;Z^8&<%6Z$U#&Y0.=2TG'M*D+3M:LE8;AV#6;8(NK8*EB[GA6!VODCY6\Y M2;7/8>L!-"!OTVMV".K2X\`I978<$46$>,^UW>KCXY@3!6;'L,EED626(LH( MZ3VE"FTYIW1S=%?94Y8%JR3+DI$;;H;&NA1NJ)7='/6H;=A=,FP1=82H0R$H[%ZR2-PK1#4C<6\0M8S$JT/4,QK90M@34_<4Y<H0]8Q&YOO+3DU7>&I*R*XCY]$Y\@(6IY35 MZ(@H0A0C2A"EB#)&TC0YH@)1B:A"5#.2"C6(6D0=HMY#_@S39XXV'C_K!2R[ M:]&+ZX"\K;S9B:D5_T`IO;@\I'101"J*RUOSRQ?JJ;F8%8%(0CLQ<$XQ_XRM MAKBUN=I?Y@V8]=]RBGAR\7=FA+QMO'Z([L#I9%(<$46$3+7LDK[3OR81 M"=D5]!P*X;OV:DDH M*J\HB<<\0Y8S$O1`4=B]9).X5HIJ1N#>(6D;BU2'J&>%JOC;= M[.W'?FCW?G)1D]\:^[MW4CE+PA%11(A7B:O57&_>61$(;L,J@6I?/X@_PS/__YUGQ= MJ=Y*LM%4`0H620%*01,%J$AE]W3G8IK-H[J%4;.96P@X5&Q8):5H!8D_-$-' M*NJ&Q7RU@5TG&[DE<.:S'U!,U)DA*AK%D)>H!E4!DD-G8*=!LB1 MTID[H.<#`D0QNB>"PNXI6F6(_CTUP/-<(3E'@B:9R1M7U]Z]8IE$J*.@J0-881'I**=QVJ[F.DOA8E9$E@R M*=)0.:4`Z;,*D+$[[0]VYGM9%^JP+6?-5`D*R8X[NAQ+!TU0DX8H%RMV+P2%W4NTJA#5 M8L7N#:(6$W:(>B^AW[,O.XHTKT[!6D%(?KGBP"I!1T01HAA1@BA%E"'*$16( M2D05HAI1@ZA%U"'J/>3WA3U-TU'?7G=.'_#;5ZCT^DUH=3KK^8?:YAPXA7=Z M;/9DYR<7O6)M].'6='%.0WY?O.RT:(.G18QD\WI`=$04(8H1)8A21!FB'%&!J$14(:H1 M-8A:1!VBWD-^7Y@]NC==+\P+*U?S8D#^FY)+=6EVV`RJZ3 ME!09S\18[!DE@L1,K\"I6(EHY$U)D;%]+O:,"D%BIG,LQ4I$(V]*BHSM:[%G MU`@2,YUC*U8BFNM[TYVHV+T7=X/\4:-/@?16ZEGO3F[P<(B0^^XD(??=24+V M<49WG*B'=B.1<95B-$L0I9+0\U=;\$QD[)^C68&HE(2N/_QXGJP>2>1%`'QW4E3<,#&B!%&**$.4 M(RH0E8@J1#6B!E&+J$/4$QIY=W)CKG]>$L6M7$7Q`:EK:GAW\I31Z4OSISJ1 MO.2Z-Y)TTF.@2D05=D]%Q%89HAQ1(2CL7HJ(W2M$-:)&4-B]%1&[=XAZ#_D3 MTUYPZ\WU<]ZOW`Q7ZNXI"B'OKJR^Q7G@=&ZDQ4E+YJX(CA0BLJ)SP[GY.AO] M%0@QYV;V"N>XKG-+6.3FID4IBUPG*%)&JNF[KOF8E\ZP8-%4J4H639:J>E:I MZC$O7:J&15.E:L=$T%8=J2:ZKV.=R,XC,K<;PB#J2R'W>G-#T^54X16A%Q$3HV#S=!SY)`$_AC[F7'1!L\ M)B+DQ4Q]%^K`Z:8FW5%$7-N($,^PJZW^7K^8$P4FV'#JS**I[%,1=$3RG$*D(N*.R-A=%4*]&YJS;+(0A?B'8U0I(BY$Q>[; MX6$S=?E7\\=NYLY0.,W&1FS#>;/%O^[(ST)/< MOTH@Y-Y2%12NX)%%\LQ"A"AF),\_)(+"[BF+Q#U#E#,2]T)0V+UDD;A7B&I& MXMX("KNW+!+W#E'/")_FV)H0]X)]U$FN^M0Z&"1OVQU8)<>K1T01(0J6NY7^ M(@TBJNU47@4:EXSI7(NH(\0M:5Y6T\]6<*)`[?S1\[(3XRV>&!/RMA:#:OII+4XG"VB$*&8D MRW,B*#Q04A:)>X8H9R3NA:"P>\DB<:\0U8S$O1$4=F]9).X=HI[1R-;"Q`UO M'?FAFSSV8D>35VK9_` MZED2J)X?`?31]/2!WA8/I`EY$6!078@`)))Q'K&5H)B1S*)$4'BLI"P2JPQ1 MSDC<"T%A]Y)%XEXAJAF)>R,H[-ZR2-P[1#VCD0A@-AA>!+C0IU:N=I(#4L^$ MZ\E!=B--0NQ;+T'$9AMI=F2](4]L4.2>:RJQ@D3B7C-Q-_E"D2YM\*OA4A@V[2X8MHHX0M>1B ML5VK_5+/B0*9>6-G][+SPY/<7PX(N4N\H/!"=F21+&01HIB1+).)H+![RB)Q MSQ#EC,2]$!1V+UDD[A6BFI&X-X+"[BV+Q+U#U#/")7ZGSP]_:)-_>D@=&'ID(3A;F\PPQ91QU9#[>;SS5;?QNE9$JB>/_]-D'C!=G!GY6I0 M#,B;_V<4KNZ1K-SO;$$4,Y(YE`@*NZLDC<*T0U(W%O M!(7=6Q:)>X>H9S0R_^V)DOL0I(3G42)2\29A-EOI0_.8CX'G.Z2*E<]ZABA#%Z)X(DO9SJGU:HU*T MRA#E8L4K22$H[%ZB586H%BMV;P2%W5NTZA#U8F7<_;XV*\[?$'BLBUIC!J2> M9+U2X_*P(YF$K*,@J3?,NXA4?`AI`L\2(\]@/GGYETAVW/*IH(D29*H$:_/] M2?H<-&>-*4@P]A62'9>@'$L';5"1ZM).YAFMT&`96D%2=BA#QR6EJ_[U^FJS M41&X9TV@%?P!J0\P?S#XX,'F[GR*RHE6%J!8K=F\$A=U;M.H0]6)EW(>^?OOX^?;VZ7CS=//^ MW=?;AU]O#[=?OCR^^G#_^S?5_N?3;4Q MX^O5OA\KT/5ZWY^>_-`9KW?F@]-^47UB7G/:VY=:,`_S;M.^,B\-C7VR-)^, MI3%O->WM6RV8QKSX69I/QDI@WD3;V[>,L`3FA;2]?=D(/S%OH>VST7S,FTCFD[$T MYOVSO7W;"-W,+^KM[6^LX2?FA_7V]J?6\!/S^WI[^_-J^(GY`3TSTL8^,;]S M9M*,C1WS6U9[^QM4Z&9^OG!O?ZP./S&_6;C/S)HZ]LG*?#*6QOQ:X=[^6AVF M,3]:N+<_6H>?F%\J-&4;R\?\HIWY9"Q-M3#C;7CK1LV%P]+TMOD92LS'_-JF M*=O8)^:W,TW_C'UB?@G3M/78)]>FU/9W!3$?\Q.4^\/H)T?SB?U124QS-#6- M1M.87YPT]1G+I][NZ[%YU6SWS1AOM_MNC/?;?3_&CU?[[G0-JUJXFL_VW7PL M_*;;?7;:O*D4Z6Z?C>60;_?Y&"^V^V*,E]M]->9?FA`SIK_>[J_'^&&[/XSQ MXW8?C?D?=_MH3!]O]_$83[;[Y,3?GAOB\?V[[S>_WE8W#[_>?7M\]>7VDUG< M9J?GCA_N?K7[FN$?3_2KYK_O/M_>?+Q]L`*S9_IT?__$_S## MZ.V?]P^_G1;0]_\O`````/__`P!02P,$%``&``@````A`)8^MFM&(```T[,` M`!D```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`&??I^N#\93*8FG_Y^1_F=FOGRZ];< M+09S(\9)R%:[24M=68G2D5'Y;&0^[M!`4<)YH53ZKT^#Z63T8?=?E/_NG-%A MBU%HL6`+D^R,;J1!K$&B0:I!ID&N0:'!4H-2@TJ#6H,C#8XU.-'@5(,S#0&R,HG06S02N$-L6&LZ5Y$ MBP7_3C)6P>&L:,'E6TU"JT5CU60-(#&0!$@*)`.2`RF`+(&40"H@-9`C(,=` M3H"<`CD#<@[D`L@ED"L@UT!N@*Q\$@0,+8:"@+%+DO=FF]"?5TS!=>SP>!]: M,K%;'K.@6`")@,1`$B`ID`Q(#J0`L@12`JF`U$".@!P#.0%R"N0,R#F0"R"7 M0*Z`7`.Y`;+R21`3M#(-8J(_$(QU&`B.>($`)`(2`TF`I$`R(#F0`L@22`FD M`E+[).@P2J!OZ#!C'7:8)?O^BGXXU*LR:S3QT_!T+TS"D;49T^U!4O7P0%G% MC15/W:319I("R9I2@?8@K$'>6+%2`4I+(&53*M!66YJJL6+MVE<*1H2Z,A@1 M+ZV]?G^X^_/PB3J(5MXMH3VB'97=9QF1<*`LH8'B&BPLH5%A$EDR)O%F#&9[ M:L$5-T9<+`&A%$C6E!+IP?!`!4K>6+%V`4I+(&53*M!6:X&JL6+MVE<*AH`" M-1B"EJZF/3GWM;$.^]J2M=0J#I9Y@/C0U7-[9D-%MOF_4Z M.'%7*3,VF@<'RG$*HAF0/'"CJUYLXV8)HB60*G"CIGF]P4LP6.9([`VCM38/ MA\NA\7C=LS1>:O8NN(P_,6#`Q*@9,18^L$.F9!,N0;NEGC%C*[DG98CRT-5@ M%N:V@DOTNEJRE;@J$56A*SUT7*#+4SAVY@3!/U;JGVGF,%---8=DKJF4LF"# MWLDF1C)VUA=/-Q@[=[E_OJ%NABAWR+E2'5KPU5Y/2Y0M$56L97.(CI*:+W>Y M"L?.;/+?,';&?#WO)-CI[$_=70[-,;4QHPS0S`FZ4:AX7H@9#UB$*$:4($H1 M98AR1`6B):(2486H1G2$Z!C1":)31&>(SA%=(+I$=(7H&M$-HE6`PE@RIP)^ M+'F+G@TIP9TGS)I5S*%Y7$$AY._F$$6(8D0)HA11ABA'5"!:(BH158AJ1$>( MCA&=(#I%=(;H'-$%HDM$5XBN$=T@6@4H#!=S)N"'RX88<4<(?HPX)'>ZA7E4 M93*/H`A1C"A!E"+*$.6("D1+1"6B"E$=H+#_*,$'_>=-M^WW&.89M,WHG(,/ M':)'7(P6@B2AX]K)2@4[#]A&QDZ*K%@]090BRA#EB`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`AWYN.K24;B7*)J`J=C8>#H"NI6S]A(U'-$!2-17PKJ5B_92-0K1#4CG$D4 M*6&OFUO2D#YR8Y+?UJ]%K57"M.:0NB4-U"G-PIG15.>;021(V@VG+3'K4Q9L M;C^#T4"%>\)F?B['R24NN1:9(-&'6N0L[S;[X_%8K4T+MO`K`/--G+'_4E"/ M_XK5K?_Q_F2F]I(U6W3X#Z:@&:Q@"NKUR?G3+QKEUG?D*&#XQ:VUC(H&/(5P M5OW;)VJ+!9B!DW.D(4(TH0I8@R1#FB M`M$248FH0E0C.D)TC.@$T2FB,T3GB"X072*Z0G2-Z`;1*D!A+.D#$&]F;P@K M/`L96>2_"((H0A0C2A"EB#)$.:("T1)1B:A"5",Z0G2,Z`31*:(S1.>(+A!= M(KI"=(WH!M$J0&&XO.WD9H0G-XQD!;E`%"&*$26(4D09HAQ1@6B)J$14(:H1 M'2$Z1G2"Z!31&:)S1!>(+A%=(;I&=(-H%:`P1FA%$=R>O)3RAI6C45%K!8OH M?)=O/8M1@^2FI>_FD3/:\+*+6+%Z@BA%E"'*$16(EHA*1!6B&M$1HF-$)XA. M$9TA.D=T@>@2T16B:T0WB%8.V<$.X\N(SJ5@^TM$%V+`M;Q$=(7H&M$-HI5#;6%GCM7^^["SAW-!V%GD=_.%N40YM!LRVUHLKN%(*DHWH1MN>"MNL'> M3/56[+3(C.431"FB#%&.J$"T1%0BJA#5B(X0'2,Z072*Z`S1.:(+1)>(KA!= M([I!M'*H+1V:`U0_DLQ=>#AY3PNR#3%E3UZ##&C1^FBQ^9J:T4`]45O0$XUU MZ%'V:DXH,,Y:C.!X+G92M-$QMYGI<'^@W@5*V(+:T^DLE1IQM&:(7+OB=HZAGJG@OJ:>H%R[M1G8SVU2'7)5OX%=!-O1)GW-1K1#D6Y_)$;<_ICE:7(U MLX'DU>.OA$OZ2Q(\5&B42_HNJ9GJ=/:,S<3G.:*+#I_J7GS))7V? MT,PKMA*7UXAN.ERJ7+CBDK[+H)GAM-&/)39,&_NLP;_SF#,!LYKQ9RGYTW<> M-NN]\XB13!LK;]9CWK313T,35])L>1LSZ.@4]3-$.6LIEVJF%FSFNVR;-JY_ M9`%8HL^*Q6S>I9JK25JS@>]-IYTC%#Y&=,)2[CWB]X.]X']JJIZRN>_93\/K M1T=GZ.<],-_,*A:\1W;"4;>;X_3AHI7[!_ MF>&TH=D5+-TV3!MCKNXV%@5WFP.8-*X*2/6*'U-L10Q53 M"9B*OJLV='7*17Q7T*PSMA)?YX@NQ)<,QF`T4CUYR25] MES!F5VPE+J\1W8C+EC%;<0'?D]^X<$+T/`3;_L3:;&WU/+%(W5Y&*DDM7$GS M6E,3RGK0(V=$-PFYO;CG;?ZL'X[4FB"1@MWJJ52!U3-$.4O9K*1&M^"K?G7\ M/G?SQ/6)?TNQR&M:Y;0FOA8TK6[SJ#ONR!EY;Y(<(SIAJ=:FG?)5OSK0M#.4 M/9>"W*\7#O4W[5(*=H_:%3J\1G3#4JU-6_'5KJ:%,^5MS__,#4)/"8OH8($[ M9.&LS%E#3_B[, M1.L$T2DCT3I#=,Y(M"X073(2K2M$UXQ$ZP;1BM%:*XP:BJU@P?%;3VS&1D6M M0RPRGIO(H=N.NM,MN*3<4")!4A+.3F)GI98B\"X9B_DW&[BMI6PEM<@0Y>TN M=5(ON*3OLFW][OI,?)9F0>/^@QV,%E_(^=ZW;+=:WEC^_PRV!=;%&3I!LF, MT7T0.2G:QG-VCQ$E#GGJ*:(,"^:("BRX1%1BP0I1C06/$!UCP1-$IUCP#-$Y M%KQ`=(D%KQ!=8\$;1*N@8!A-M/P,HFG#MM"8K].QQ`.]5J@V-(=C9Q:>'([4 M6=-"S#AP(D0QH@11BBA#E",J$"T1E8@J1#6B(T3'B$X0G2(Z0W2.Z`+1):(K M1->(;A"M`A3&DGG:UY&9-H25?4X8)".+_-<*QX`B1#&B!%&**$.4(RH0+1&5 MB"I$-:(C1,>(3A"=(CI#=([H`M$EHBM$UXAN$*T"%(:+>6CGA\N&&+'/^((8 M<4ANO@NS:C,)2E"$*$:4($H198AR1`6B):(2486H#E#0?Q/]_.BW%MAKE7"! M[9#_;HH@R?NP#G!&YEBR69CC]TN)%2?]!%&**$.4(RH0+1&5B"I$M4,M#\(I M+86Q^WM];U14WUL4]'V#I%NQ[ZT1G8"9U31^&VZ\KG'X_5(.>;Y20=V^,I%R MOM3A4RX&/,2%"#-:"NKV58J4\Z6V>948L'`MPH3"*4,K[#>DG(DQ5^-CD==G M"V=%J+L=D3,RYR[>W%`=%XL5-R9!E"+*$.6("D1+1"6B"E'MD.V(L)/-P=[V M>7UBSP']O.Z0/D%5SPT7;-9[@MIF!#O?V%FI9W8C]70C83/:=,HHZF\12MM< MZ@F;M1E!O7)VZ!ZR32?J%+E@`[]&VM>RS9'"'+53R?[G*V+$S8T=4JE`/_9-V(R\ M-+'D1_CZN4YRP$-1:@74FC-A('FO&B!)&\H@T%=2MGK&1J.>("D:B MOA34K5ZRD:A7B&I&^$AVVG9B].:O]UBKA"G9H2`E4][2&S8VDV&,!$F[8=<1 M.RNU)MM32[Z$S;I2DEV3B4M.>9F@GEKD+,^;,?PZ';;P*Z!O#DMQQOY+03W^ M*U:W_MN^88Z^5)!TG^[V#*5R1(5(L?I24+=ZB5(5HEJD2#T<#5I"!J/1?Q@^->;K7I@2T16B:T0WB%8!"F-)'\!Y,WM#6.%9W-0B.E/EV%@@BA#%B!)$ M*:(,48ZH0+1$5"*J$-6(CA`=(SI!=(KH#-$YH@M$EXBN$%TCND&T"E`8+F\[ M?IOB\1LC/T::HS8.FPBM8D0)HA11ABA'5`0H;#/=(8-TZTV1[?.A0T'O6:D/O6:,-3U><.EEQ5R6(4D09HAQ1X9"M?-@Q MYC#B#1UCS%586>3O=J86T:Z+6Q,ABA$EB%)$&:(<41&@L,UZQ[_ASH-;^ZE% M>E.AYL2"S:@[ND]ZVHQ:MAG6HSO\&8R':CHD3B;XS):>66F;+VV4M1E!A7+V MYSY\!%][7K`!3>:VQHH9&XEZCJA@A,<4LTT[TZU^G'FMHKK+;DR# MC*)_*&'ARGF?'(D$2:MALL;.2AU2Z">V"9OY4Q8.;U-QR2&8">JI1<[R?CH< MP,_T%&S658LP4/7F5&>.[8X*9LVFE=MTZ%`0P-:J_ZC`E?./"A`EJ)X*DDZ$ MY(Q2.:)"I*@Y87_I#=B&B=WLNJ1.@ZFNU>',F85Y<*(>#BS$C'LY0A0C2A"E MB#)$.:("T1)1B:A"5",Z0G2,Z`31*:(S1.>(+A!=(KI"=(WH!M$J0&$LZ=V9 M-_(5@$*P\5LZ[;?:LR,N;I).N1MYME*4(0H1I0@2A%EB')$ M18#"-NM]IS=%MM_,SW`[ZI"_'14DN5IGZL@9J;VUVKC$8L6).A%U1JF@;H>9 M2(G13'_,/!6L_K)XLR5[-O616U&+,.,!BEK=G'K/1_E0I)VSA[UV@_T59:JF-,C%B M]SF+6_?T96+[:H%=L$6'^["WS8Z3)\"`NM["%-R[G M#XYN=B1&W.S8(8ZQ@[%ZW2?A,ATQ9A^MLU&?]XR-Y`63W"'S,<4FI/!--RDH M5E[;PHXWNTC=\?ZG9+;NW[^SG."&\/3-S; MK84_[IA7#)HY1'=*_:S?F?D?D$,4.^32P<%PJK\_,N%"%&N-.V\RNDATU92- M0\;E!.6AL_'!OGZ/H>!"'<["P*/H#&;^AL`SYFJ*6Q0$7H.Z6QOM.R,)C1A1 MPL@/O"W4,RXGZCFB@E%+X/F[I"TF)&Z']BT*CD\IPM3R:,%F\EPO0A0C2A"E MB#)$.:(B0&%\F.V%?V?8$!]V-^*O2??=+B94/XNHV13,;#?;?!D02T$-1:@74RC]A($E",*&$DZJF@;O6,C40]1U0PPO1V MX.]K?CL`URKAW<`A=5_5/Q.ZX)(R]2)$L4-JMD_UYTJX9-?4LW=7MA*7&:*\ MW27<8KEDE\L@"`_,5F3[(%R;JUXU"N$[HLZJ_\$/&TF8Q(@21EX0"NH)0C82 M]1Q1P:@E"*GW@G[YK9/(`Z.BNLLB=>N=JJWIPI7T\Z`@:3<<,<3.2J7&L;HE M)&S6GQK%)>?!3%!/+7*6I[MDDWGI7J@?LK-95RW"4-7[$#TDVSV[/,#]B4/^ M,E&0-,!+Y#:/.B/_V26B1*2X$U-!W>H92N6("I$B==M?NR_?[^]?H]O7VT\? M'N^?O]TO[G_\>'EW]_373QH,>I7.P^^>[[]^W/D\'C^6>J5TL9NF*>D+5=&=.5<^.5S^/9_#/=`?`*?=71W'PE3MN5?;JRSA&JI=%L-C=GSECF\V#^ MN;5F@_FJU3LUI=7>-*1-?SS_;->CJDJ'U(]MW7@XF:_6WSVJ[#\/J'MI389- M.*0KJT%;I:+I9&[>8,0R&5TQKQKBE6@ZI2MMP[B8SN;F538L0V^SS=TZ.H/)O!JT]LV`HF#0ULZ,KN2M5TJZ4K5>B0;43KMA47/D<$"S<-`V#3,S M_UM:F>W/\[:V%!30;7PYFR_;>$E5:M,O]^=5F_WA;'[8QA>S^:*-1Q0.;?K1 M_CQNLT]HJK;Q=#9/UWRWZ;J73Q]^W7Z[KVZ?OSW\?'GWX_XKW7SVUE]N^/SP MS=R[[7^\NM\>_N/I]?7ID19+=+1^?_OE_MD8T,+@Z]/3*_\'A=/NWT_/?ZYO M<)_^3P````#__P,`4$L#!!0`!@`(````(0"D,OE490@``%XE```9````>&PO M=V]R:W-H965T![`QUTHR%;"- MK]34U)PSSP2<0#5@"CN=[K^?+4M;LK2QFZ3FI>DL+ZTM[8LLR7KX_ M78M#?G[L6KU!MY.=M_GN<'Y[[/[O+_^W:;=3E)OS;G/,S]EC]V=6=']_^N]_ M'C[RZ[=BGV5E!Q3.Q6-W7Y:7>;]?;/?9:5/T\DMVAB>O^?6T*>'/ZUN_N%RS MS:YJ=#KV[<%@W#]M#N(W?:7+^]7W[;YJ<+2+PY*]E#^3ZO*-TS+/^K`]*3P^[`XR`N;USS5X?N\_6?&W-NOVGA\I! M_S]D'T7M_YUBGW^LKH==M_2H"?UP[N^QU M\WXL_\P_@NSPMB\AW",8$1O8?/?3S8HM>!1D>O:(*6WS(W0`_NV<#BPUP".; M']7OQV%7[A^[PU%O-!D,+:!W7K*B]`],LMO9OA=E?OJ;DRPAQ45L(0*_*#*\ MNS$PJQXXLK'5FXY&SG@ZN;\'P*Q$X%?T8-2;6(/9\!,:8Z$!OT(#QG.G!R:B M+925:/N%01`69!`/J`K&%[IB8538?T1GG,^'Q8*@\MY\);I]GJM5 MZKN;NA_AWK;"M+B!DEG+)'!BHOINB;@F8!O`BL3"$P@-('(!&(32$P@ M-8%U#>B#;Z6#(7?^#09@],P"`>5QVW`F,K"):P*>"?@FL#*!P`1"$XA, M(#:!Q`12$UC7`,V94$&:,V]/S9B4C`V3<#TI[07R"K`@2$"0D2$20F"`)05*"K.N(YEAX86J.Y5-IC[TVV_.4 M-:Q\C'Y9<&3$EP9L(EP2Q"6(1Q"?("N"!`0)"1(1)"9(0I"4(.LZHOD.%@J: M[]H=QMBZPP12<.00WL_\K7215E7V_LYF([FR.U)TM M$>5(XFS.<>QJE64/+$?2S]+5416$FFV$T@=MIH#.T/=3BB?HVHD51&) M)=)L)Y$ZPHZ1-ZE\CJIKJ0J(%B=X_VAQNI'\L!7#[&=L/2`9."8BQ$?&?4^F<96MXR9 MI.`6B?0H1'NR1[:1(A$RVGH4WS)F]BBY12(]2M$>[Y%C38T.K9'0T"&M]"RV M_ZG/D>VU5]&-).$[*`?65S+ZD"0S/;)+;%E_V9@.%5TAJLQXH$EH/=>O6=&SLC2-LTV8]1E*;]421T'IJ6!^9Q;#& M-@W6]4BSS=DG(LWH1J0Y9$P'4V-5L;0$K7TZD"0HCBHJI&4^/]'"&AS7JLA)N3,5$DM)ZB^*3*\LG(2/(U/F\P MK@>:;2$_$6BQXYS(M>."G7A![(V2GAJYOQ0TEH2-E>90V8]&YU:LN-%R`:[O9XE"0?KB79#GM,SLZ!\?-Z0TZ*< MI6YS+@2JAV@\1'%N?&HN-")\WF8\5KK-QA-%0N,IBHMJ'AB%L\;G#<;U,`/I M,V%F=&/:YI!9S<:J8KL`*%>W%\Z)X#349(,'#)KWCA=78J6OZAYH:6F%$^TPW>X,S:< MX",!LD&ZJN8$4?12N)D4J"ZJ+.#MT/ID:`PKNL=ZK(2;K2>*A-93%!<[A='4 MR,$U$AK&KB<`.]2H)\`OUN6,;I0]AX;JV\.2'0<#"Z#FD;E(JK[85O'P*.0C MI-17"FI6#Y"DU$,*10@I]5A!S>H)DI1Z2J$U0I6Z[G5V1%'W^M?*CA]T@!G, MC84E(/[]N3H91DB=?;H*4F,D^S]/L,1<9SOVC!29L-8VV:V4,>QEH*`6^Z%A M?SB@FZ([[,?*&-I/%-1B/]7MST8CXWO%&F4:AJ]'G!V?M$7\K_P"=?6K3P%P MOX'4'X>T^I.0&I\Y^;E"RJDN/8CZX^UJD"]8-?65@IK5`ZH>4BA24AB;6$'- MZ@F52BG$+H.(:0C4>33XY0[^A?N47=^R978\%IUM_LXN;L#NY^E!POQ6R<*9 MPR<=$##QT1P^5U#&ULK)M;<^HX$L??MVJ_`\7[`6S`7"K)U(!M M?*^MK=G=9PYQ$NH`3@'G]NVG9:DEJQL[E]IYF)/\TOJWU.J6)6'N_OAU//1^ ME.?+OCK=]YW!J-\K3[OJ<7]ZON__YZ_PR[S?NURWI\?MH3J5]_W?Y:7_Q\,_ M_W'WLSI_N[R4Y;4'"J?+??_E>GU=#H>7W4MYW%X&U6MY@K\\5>?C]@J_GI^' ME]=SN7VL&QT/0WG_:[TJ]WW8WFZ2I%S>=A>H?^7 ME_WK!=6.N_?(';?G;]]?O^RJXRM(?-T?]M??M6B_=]PMX^=3==Y^/<"X?SF3 M[0ZUZU^8_'&_.U>7ZNDZ`+FA["@?\V*X&(+2P]WC'D8@PMX[ET_W_3^=9>'. M^\.'NSI`_]V7/R^-GWN7E^KGYKQ_S/:G$J(-\R1FX&M5?1.F\:-`T'C(6H?U M#/SKW'LLG[;?#]=_5S^CCL0/FO:_EY1KNA62_M_M^N5;'_TDC M1TE)D8D2@7^5B#.83Z<3;SY[OPA8UCV!?Y7([.,BGA*!?Y6(^^Y1S%1;*(W/ MCV*A1.#?SX_"@32H8R%^^/`X')Q3!\;^^9$XD!*R$R8W/C$C#B:'^.&]8QG* M+*V3WM]>MP]WY^IG#U82&-KE=2O6)6D$VR>E.)G:T5M+(\72$UXSXC`2, MA(QL&(D8B1E)&$D9R1C)&2F:Q(HE%+L5R^X8"FM8(V!)-T'TIB,21&4%:[6Q M33<".8;GM'QZ"Q$[CI*XKED--3&E[9'R]Z7-!-SI\G==\E@*M!%F M>SYC.P>VT5-R9TOB7RFNLFS/?<[M0:6T+86R?%-T8XWD"A M":Q0NAW(DQP/L64SQ]T)R8P-6G5U(C)&V(GX=B=H3B78LK,3*5IU=2(S1MB) MO*439(P%MFSKA#W]XCC9G/Y/[3?%31C-"HG(*N"1I7FM6KZQ"D@M,,)8!*K= MV$XZC^QE0C1K5L*-K-#Z)L7HW$:FI]B)&-5))\C&+4&SSDZD1K^]$YDQPD[D MJ$XZ0=:D`LW:.F%GA3@+-[/BC45!'9W-_*S$U2-DQ-A<<*T-:A^@CT:+QE0K M*8-"M#+J&X/:U2,T,E(Q1PDBHYX:U*Z>H9%1SSDJ$-7J=M1A;JRH?ZX6A0IY M(DM$=F`>VX&IEN:P[8L/2H2808%":K\U@]L@AQ1UB*V:*Q"MIPT:&>F(H]CV M=FMWEV"K+F\I&AEO&4FR/*\T:#RY?W+B"6`,%'(4< M;3B*.(HY2CA*.F[G^1DSE61_T,`E6CD1DE>+G1-725+*O M6HIMK]XBNBY9W@)E!1O)^N.LQ6!!GI$AZK34=ETO&S0R_B.#.OS'Q/]TL"#K M9H(Z7?Y3-#+^,X,Z_.?$OPL?8MM;]`)U6OS;\RUN##XPW_*"P9IOB<@.D79J M[4BS1L'X!G6,-U!6L$6L+Z#@%0\VWU)Z#"N`SAO^G&+^HW?YCXG_\6!!=NH) M6G3Y3XTSK)3,(--OEN\YJLOQ.W/FOT"+%O_6?+L?NP>JS>TU4Z&WSHG8TN2W M;U#'>`-E9>K;(T?0$'5:\EO6-QH9_Y%!'?YCXG\\H.<`E.ERGZ*1<9\9U.$^ M)^[=@4/2O4"=%O_V=,-:^H'R=H4YF6Z)2'FS`Z!JV2QO@SK&&R@K5=Z0WK/Q MHO$?FWO9G>Y:-YZQUB*#.CH3VYUQ1[#6-/JR()<5"9JW%%Z=B*GQC)W)#.KH M3([JJO"]P9P\:`JT:/%O9P*DRTH8;Z"L M5.&[9)4-403DVU=Y-#+.(X-,.[;*QK9SA^\J$M3I\I^BD?&?&=3A/R?^^:ZB M0)T6__9DBYN0YE-=G%C>LT=VY15*\_FN$-TCD\)<*S-K`;AQ'\,B'ZB&ZB)X MYHQF["8T1)N61%17KS3RXC29WL0G:=/4@->ZP!YE! M'3W(45WU8#2&ETM)#PJT:>F!/?\?N_AQ^<6/0AXLM[K:'-;:$41GJ9TWW`=?FEC4+D.3@CSZLUMFR6AA)K%M6- M!5'=`,E/0FX'$78KK,'L;+"SV*=V9PM1PDJ=?4@ M12,3@\P@DXDL!KG=@^ELP7M0H%)+#^Q9%]LQZ!"C1<1X5E7 M%[9!/D/=QI M++^AL)HNX04W*`7*W1E\=:&^P2)_\6=+>`V)M_#G2WB-A_-HOH37;CC/YDMX M389S^,[$G_6K7,3O"KY+49<,Y2YT](;.:KR$]TEOZ$]`_Y;CU60)[TE"@Z'V M`-^5>-T^E_GV_+P_77J'\@G".*K?H3K+;UO(7Z[JKOMK=85O24"DX=UT^%9, M"2]!CD0Z/%75%7\1#O3W;![^!@``__\#`%!+`P04``8`"````"$`%Z1\4<8( M``"G)P``&0```'AL+W=O<=J4V_WI^;[_G[_\/V;]7E6O3]OU MH3P5]_U?1=7_\^'WW^[>RO/W:E<4=0\43M5]?U?7+_/!H-KLBN.ZNBE?BA/\ MYZD\']-HV.AP$;#B>#XWI_Z@N%^?DC&N73TWY3K,K-Z[$X MU4+D7!S6-8R_VNU?*E0[;CXB=UR?O[^^_+$ICR\@\;@_[.M?C6B_=]S,H^=3 M>5X_'F#>/QUWO4'MY@.1/^XWY[(JG^H;D!N(@=(YWPYN!Z#T<+?=PPRXVWOG MXNF^_\V9Y\SI#Q[N&@?]=U^\5=K?O6I7O@7G_3;=GPKP-L2)1^"Q++]STVC+ M$30>D-9^$X%_G7O;XFG]>JC_7;Z%Q?YY5T.XQS`C/K'Y]M>JJ#;@49"Y86.N MM"D/,`#XV3ON>6J`1]8_[_L,.MYOZ]U]?S2Y&4^'(P?,>X]%5?M[+MGO;5ZK MNCS^3Q@U,VI%1E+$;46A`-)T'B"__'I:3@844>%]`L3<3"F_(^O3P4R0DSE M*ZDQ$+G:I/YJ7:\?[L[E6P_6$YAB];+FJY,S=T`9DUZD:%L&754`Z<]5OG&9 M^S[$&Q*\@M+]\>!,W.G=X`?4VT8:+2X8F19+M.#%Q757-O!LX-L@L$%H@\@& ML0T2&Z0VR&R0:V``OFT=#*GS3SB8RW`'HV<6")3'F>5,M,`F*QMX-O!M$-@@ MM$%D@]@&B0U2&V0VR#5@.!,*B#AS!*5]>8G&Y.2M8#'6DY,Y8]-;"V'D3%H/ M+PE9$>(1XA,2$!(2$A$2$Y(0DA*2$9+KQ/`E%+OAR^L^Y-:P1L#*KE?XS'*B MM((E6UDQQUH'EJU5FYF$>(3XA`2$A(1$A,2$)(2DA&2$Y#HQ'`M/7<.Q8DF] MX<_OZS[F#1L?HU\6@HS%%H$OB$M"5H1XA/B$!(2$A$2$Q(0DA*2$9(3D.C%\ M![L-PW?7'<:M38=)HCF,D!4A'B$^(0$A(2$1(3$A"2$I(1DAN4X,AT%!&@[3 MDJW>[3??%Z78T^+IS45,/PK"F%H-6Z)*>S(TRW\E;%QX%+;ESYCU M6/):(\QRGY"`D)"0B)"8D(20E)",D%P0,7G#V?RD1S=+365_W-EJ M2)*6=/>3MCJR'RMOLO;_J)JWJD",.,'SQXC3A>2'(QEF/[.!JV6]YRVN-JI,D+U MC*+<0$9^\X/I9R(ASB:P>XL0*-K(PHO&9$11=+*A81O^X-LO#4''J.8 M/BSF.J95@E;7QI5>,B+CRM2XN*BBOMW,8LS8410C4F-/%.I6 M3]%(J6<4Y8@:==/K_+SX":_+XZ6JB06_GN.!$'?/S6D0D3KOK"CR)))+[VAB M;Q5];-.QHC3!"]!(]152%$ED+:KV(2#&EGJ/I'`3M%)=IA1EJLN.]5+Z3>]+ MJSPS2E!FGXD2-[?V.`*9"R-C5L$N^1<+T%);\U82C51\/8FN%[^O&G;G;T`[ M#"F*4(J?#>$.=\JL:[(8#6#X[4-3/' M9+W&^&F8C6]@L.^L;0.8.B3'KE+6$"\,F`U2*KBCR)#*J8FK?B_G8 M4$]44A0!6JD>0XHBB63-,]=.P!C;Z)W10)+9I:J="J2P' M9B#AD6L$\IWP<7.K#`4RRI#9V;SD]YEV%1+D2:N1*`K&IJZ]4?;1Y%I9!+2W MD*((I61OP\FMW5N,)M=Z2ZAT2E&&4K+@AZ/AR+JNS=&DHS@,_[D M%8DC3O;0,>;80B*K'!UK+[;$EJHX5A1Y$IGER"PM'QOJ"7NA'.5858\A-E0H MD@C+D4VMC7*,;?3.:#F2OE+5#EV52?1>.4JMC@[-J/([`3VJ[Y2CN$(PPB>0 ML6-LD5HU[!FO'&FD=ET>13XBM:<+%.I6#]%(J4<4Q8B4>J)0MWJ*1DH]HRA' M1'>,S+YO^=+=;J-BKHT2N:J\EA+IVQ&%U!S)8=635K@V#IW9T$IM'TTZU@^Q MNU2]81Z'"ET90(3JN%Q.IV/K%B-&DVL#2%1O.(!4H2L#R%"]74$GKN6!'$TZ M!F#4&N.W*7JMV5'_JWR!<+ZWHVEDK+!S9?@>5.7Q4EI=/[5)([=Y>Z:)ED>1 MKZ30?X%"RG]VA8=4*J(H5E*HGBC4K9Y2J8PB_E:1\HR(AGA+2+PJ<2S.S\6R M.!RJWJ9\Y6\`P7'[X:[%XO6DA3N'[P1A>#8?S^'[+LI7TSE\]W"!S^9P=T]Y M.)O#73OEZ6P.=^.4KV[G<+M+.;Q&]:WY7L<>)[Q>U3RQ;,[@M:L+.HO1'+Y< MOJ#O@GXC-&B5X#6IE_5SD:W/S_M3U3L43^#$8;,K.(L7K<2'6N;V8UG#"U)- MFN_@A;@"OOD<\EW\4UG6^`%Z'K2OV#W\'P``__\#`%!+`P04``8`"````"$` M&%"BU:\,```U/@``&0```'AL+W=O\?MJ]/MX/__!7],1M< M'4^KUX?5R_YUC[>#Y]/I;3$<'M?/ MF]WJ>+U_V[S")X_[PVYU@C\/3\/CVV&S>J@'[5Z&[F@T&>Y6V]>!5E@<+M'8 M/SYNUYM@O_Z^V[R>M,AA\[(ZP?R/S]NW(ZKMUI?([5:';]_?_ECO=V\@\77[ MLCW]KD4'5[OU(GUZW1]67U_@N7\Y_FJ-VO4?0GZW71_VQ_WCZ1KDAGJB\IGG MP_D0E.YN'K;P!,KM5X?-X^W@B[.H/'\PO+NI'?3?[>;GL?7_5\?G_<_XL'TH MMJ\;\#;$247@ZW[_35'3!P7!X*$8'=41^-?AZF'SN/K^RV3X]GR#< M8W@B]6"+A]_!YK@&CX+,M3M62NO]"TP`_GNUVZK4`(^L?M7__MP^G)YO!QZ, M_KHYGJ*MDAI`?\U,/CZ1B=&`TC`:GYC(W(C`OY^>B`-9H(-"COW$5!ST MK/H?,YGQ]=09S;T/>-:!N.C)?"9`0YUN=?8&J]/J[N:P_WD%+0$2Z_BV4@W& M62@3F+]=*])SJ3Q[%(@@4!"@40"B062""052":07""%0$J!5&W$\B$4 M^0=\J-C0&Z9M)T[\"7.B84&SI?IW1XRU;%A-1@HD%$@DD%@@B4!2@60"R052 M"*042-5&+,?"FFK0YK<)-65?;FSE8CM;(VTG=T@Y$CA;,WQW7J7Y8X>-GQM51.(& MZ;:3-#IJ-P=V/#OH:?,YJF:-*B)Y@W3;*1H=8X?E3=E\CJI5HPJ(%2=8?ZPX MG4E^.!!A]BNV'1"-M`/2(-T/$&B.#PMN*_N9M\*&A$\1"2062"*05""90'*! M%`(I!5)IY$SVJV/0!]Q:TVV_&D@=1AL7.>YH:F?4$FE0APU-I#^1T).AA"() MQ01UJR=$0O540IF$D#R:'H+#DT MY+6?RQG-9KQ,-.D9>[3]^W,V$,R(DM-L$CW-L2+W6$R*A]13% MM777\=AC94CHLYZ3<'>^%D1"ZR6*&^NC&5NU*R1T6+9B`822T;;S+UO"@DJ MT>X_Q2GHOB,VHQD.@91LILB-YTCJ,UX@B9Z_1..]SU_1P+-3L".N#IWMB*OM MOCN^AFQY9PDPI]5V[#5D5?EX(M8`S>HMLT!=&*HT(O700)Y)=&\^99D>(:,C MT^N324S*9YU3DQ(B89VE**[->]Z4KT@9,OK,YZ3<;;X@$IHO45R;=^93S[&; M9X6,#O-VU(%D1?V=6"LZZ^@:LNK;C-50*T2G\Y$B6O6.R7>D/"Y0U0W-3;F:UF$ M!$BKSN8:&U*O]81(:#U%<6-],I[;%98AH<]Z3L+=4RR(A-9+%)_6*3^?L_UN MA9]W&+JFJU]@/D$E,I\R\Z,YZZH9CNFSGB.I[^$+)+6776#P2/OP'>"*FTNOKUS]#T(&,8XW1O(*GR>HTM#ZJV\@$@H'J*X MSGV?Y5:$'W>DOLD`/>=>VXFTG:*XMNV.1-%K7?6=>6?+R4FWFU00"1^\M(T[ M?$M1X><=QNW0JVN6=NC?6=/UK8P58PUY]%W@TFF@[@<+D#1OTB644(00J<<$ M=:LG2"+U5$(90J2>$]2M7B")U$L)50C5ZI;777Z%]:GK\EK%WF`AI'_247]3 M@Q#UKT!"H8&PHTY=3Q04CNIK:C&2R%HBH919<]T9WZMD.*K/6HXDLE9(J+2M M35W?9_VZPD$=QNS80;_^0,6XBLZ"I*%VQ1@60-U9%R")LBZ44(00Y71,4+=Z M@B123R64(43J.4'=Z@622+V44(70F8J!T'S$ZXK.O*XA?NG+.O<2+ISKG0NM M8H&$0@E%$HHEE$@HE5`FH5Q"A81*"5469&Y]!3ORAL<`UD;/MY!ECB. MRC604&@@TXK&,T_IR&K"H-(A6,Z;-FQ4[<1[1+LWSV[ M^O+"*CP-\<)C&Y2E&6D5GKP),2QSV3GQ>2^+D`!1Z6F<0CB1YE.4,E>+$U[E M&1+Z;.52N*!Q5'1Z1OU57M'`LP]G!TZ=H3\0.'-10'WO7AT9H63L4F.=;FE( MK;H*)!0:"/?>OC?F9UD$'+USQ](+=*SYS1V_2BA#B-1S@KK5"R21 M>BFA"B%Y&%:[!=$%/WQ?6ZNP8.B;"9]ZW=*P6LTAD%!H(+/S@-=T9NQ<'2&C MHSWHUB>5$PFE**6W'I.Q_#H=&7W&DY0MWJ! M)%(O)50A=*9>SEUT?+Q>Y*T'Y+O8!,(6@G^S:6CM!8<@>F[Q"Z30L*`3U#]1 MFDSYMXL1ZD!TFP6/]\H82;0P)`31.&$_M>V/IQ.?[Q91I\]^CB2R7Q#48[^T M[?NCZ9RUE0IU.NS;Q7?NPJ2=!G_MWZ#8WOL-"[RV*8K27)]08B\-J_]&UY#\ M^EW.N@6&$HI("G=_,4'D/A[V1$JE$LI("M5S@KK5"RE52DB]XUIOE5M%J=]9 MU6_][3:'I\UR\_)RO%KOOZOW4>&'9W7>K_4QQ\^3WC9M\Y] MCKL+>+5,ZMQ[\'+P&?R+O_@"#H4!PT8)7MI]6SUMRM7A:?MZO'K9/((31_57 MMP?]VJ_^XV1R^^O^!*_MUFG^#*]G;^!EGI'ZW=;C?G_"/Y2!YH7ON[\!``#_ M_P,`4$L#!!0`!@`(````(0#4N$V/NQP``,R?```9````>&PO=V]R:W-H965T MWU^^'P=F4T/+]^NO[^]O;S]N;F]>'[X>G^]??'HY//XV*7Q]_/+[]U2F] MOGIZN"V^/1]?[G_]8:[[S_GJ_H%U=_\!]4^/#R_'U^/7MP]&W8WK*%[S_F9_ M8S1]_OCET5R!=?O5R^'KI^M?YK?M?#:[OOG\L?/0_SX>_GCU_GWU^OWX1_;R M^*5^?#X8=YN!LD/PZ_'XFQ4MOEAD&M]`Z[0;@O]ZN?IR^'K_^X^W_S[^D1\> MOWU_,^.]-I=DK^SVRU_QX?7!N-2H^;!86TT/QQ^F`^;/JZ='&QO&)?=_?KI> M&,./7]Z^?[I>;CZLM[/EW(A?_7IX?4L?KKS:[[?E*C&37$_,W]61[N9(-*3%_DQ)S86=>Q9;:FMR@MN^XBCTI M,7^__RKF)@PZ7]A_7'P=:OG% MJOET;8;9!/:KR=E_?IYO-MN/-_\T>?9`0G<#0J%$Q!(VJ:S>6(-$@U2#3(-< M@T*#4H-*@UJ#1H/6`S?&M[V#S=#\.QQLU5@'LV?N&(C'%\J9+,%-8@T2#5(- M,@UR#0H-2@TJ#6H-&@U:#P3.-&D#SER9ZC9-L%Y@9>M=.=E M]LL=$>U1Y?A(Q+AEC"A!E"+*$.6("D0EH@I1C:A!U`8H\*A9AP0>=3/6![LL MF@YAVS!TKB-KM_*R\TT$)`:2`$F!9$!R(`60$D@%I`;2`&E]$OC.I&_@NVF' M6>G0840\AP&)@21`4B`9D!Q(`:3T27"A=C.&RYHN2-Z^/S[\=G=T*_`!!RS- M\L4M:JR2\/H=62QDDNB)%+S-+*R*L9-9F15"7Q072R64]$*([J2?B`'"2DUDMNL7C8C97\W/2?][[I]?*).O) MN)V\UV,7J<;.,ARLHO^=!N.L MF8E>N<35;A\.5T1R"U,)>C&(+1):B?X$48HH.T=[CNT*1&6`PC"RJUV_6)T( M([H7(O35@-!BL0G=GI"JU;Y+U_5,?9ZR M*:.L[Y$VE;'05'_R(2'H3T%2RUG7G_ERI:Z]9#4C'0H'Q*Z9+Q@06F)+=-W9 M_;WQM-W5]Y=O!F0>>C%BL>G@)5VB/J%V2SM5V9WVMW2 M3RV42R\Y.PM63AU8+[8+74A+EAGI0.AQNX"^P..TWA:7W-FS"^-QG0)Z3TQB M)U*`U,LR)V'U+MX7&S62*>L=":]N/9&QT'2\@_$B-#Y7N5:RVA';H:/-:`2. M]E;/YR^,[&FHFO0)!1&_6NMX=^U.%.M>B,,M(>7+K:LV"S6J*7]N6O;IIL,X MXQY.)5LN0FR\8.5L7`U]R9^/&`_=;U?F%\2Y6\@'I=ZAI9P$1>;,PHZ&0>-7 M'[/0OI]B$T0I(]&>"1K7GK.0:"\0E8PZ[:%?[$+>]\O[PM)J40LLAQ:^;U8J M@2)[JF';2;['@N2J8=9)2(IGGRDR@`]R+F=7RR@!X7JP7JQ MG^EIOV1-(ST(!\)N%J8&XA_'G\93I[;:#V2)RLTS8F5:ONGDWG MK0112LC3G@D:UYZCJ@)1*:I,50C]93<'OK].K-W<7L*,")>7NSDAM=#5:_F( MY$SMY*8QH6!9Z[1Y*$6I#'7E*%4@*@,4.&)QV5ZH$P\#A)":P==J3Q-Q2R]9 M!)2E87$?BYHPGZA[,_-'<%P>BQ9SXC]T-\F M!R\(O(455_YV*)BQUVK7'5$[/^H0)81H/;K8[]3Q9,H"(W,D>98Z)!&>HZV" M5;FEYW*W4(N,D@5&;(5>-*Z^Q(M67'G1(16U>_`CM92HB3TR( MAA&272W"CL[\<"1$*QWYOQ`4W1U.%,K55IDK^?,14Z$6[]/>] M^*Y5T((V$.*B.T)!D*[U*HC;2=C$B!)6Y39")^=V8KT( M3>F[R26W&+$4>M:X/_#L]#1MHU#GN4/>`B,BJ>EU-PO)RCA!E#+RUMV"QE,] M9R'17B`J&>&Z>Z'W(^^+.-RF=(K5`X&H9#00=J=V&6?=GK&;.IVEA&9F&=Q/D/.5 M'L2(FTJUB1$EA/KI>+?;+M7$GG*SD2I$L4?=$G,YMQ-4*'.KW7RU44O4DIN- MF`NCS^X%+H@^VHCXT>=0$'T]$@?#GFU!0A(?":*4D1]]9VC/N9UH+Q"5C##Z MS'B&?GE7T>NTA&M!0DNSCO6#3]^R(#&3'KRPB`5)2]S!L/[^V'?@N(%E1LJ3 MBT)`G1@YJBH0E:+*:`_]9?(^\-?TA+*TXLHO#JWE."4B M*0_%B!)$*:(,48ZH0%0BJA#5B!I$;8!"_UVV3S%K#O`?(7OOTTMR>,2)FQHY M#I%X@"4#+!U@V0#+!U@QP,H!5@VP>H`U`ZP-6>A@O84Y$:"X5UGRWB!T\%YO M5SPY<;"T998,R*4#+!M@^0`K!E@YP*H!5@^P9H"U(0L=;,IJ4`&\BGG"U[:E M*@8.^0]`V3VQD?)0C"A!E"+*$.6("D0EH@I1C:A!U`8H=*7>_)SP'^YREH1D M$1F%XOGW$LTA#82E0^8` MBK,X(BE[)M5773V[QB04/FBE;Q8F(L7:4T09HAQ1@:A$5"&J$36(6D+.$:'O M_RT[*+L4TB7!H<#W/9KRO1,:?WZ+;!D!<7NOF%%&4I/CG(NJD6>X1(`5EZ*8 M425H_+IJ446VU(ZL$0%6W(IB@\)AL_L;/V5.E!RW'?+/29<.!>/3H_'KB*E= M\,388J%NKB0BQ1>3(LH0Y8@*1"6B"E&-J$'4$AK(#;-VO\3)G7@X+S*:F4+4 MEQMS&JV>L8E(SAYT]&)0E42(?9H@2A%E@L:UYR+$V@M$):)*T+CV6H18>X.H M#5`0[[847Q#OG;@:"K>/L^<>O8O-2*A3N8A;&NE>#$?"Z0H>_L%=-JDRV]CN MX:KM:KY7.9^RM:G9*&.AJ2[E0T+0I4)U:;5;+_2]0U8TU:6*A::Z5`\)09<: MU:79=KY4]VI:5C32I3!0C-`E@6+%5:`X9/?.?02L85MFIA_;\$3&]D(<]8FT M8Y0BR@1)'W04YB+$J@I$):)*T+CV6H18>X.H#5`X$)?MD.U\H@?"H8T_$"9C M]2D8M_3%M*]B$>*K20C1DZ=S%70IMS!#V(>!5INQT)3M7(38=A':QAPD9TS9 MKD3M>`=K$6+;#2$J2XN%OG_70$-V95@A)$*:(,48ZH M0%0BJA#5B!I$;8"".#;W]RZ)XTX\K$"$@BV6J4`JN2(2\VI"C"AA96ZU`\^1 M\,I2Q6JK1$UK,I9FNM'UEK^?,14.%QF`1&4 MG7>=KIO[.#HO"`5+.%BY M?11G&2REX;C!BH7$8(VH(<0+TN5"S9(MMQE9$X9#:H2"(9V>2=967&6@0_Y, M0E+3,PD+235.$*6,I-9G@L9=F;.0:"\0E8Q$>R5H7'O-0J*]0=0RPIEDK4\T MWI=(>-#1*?YT'2[(9FK3$)%44`V=+@\E)$4[7JR&KH6]E]DG&J80J,W1>!%: MPFIXAJ4*U=:(&K;$JS[]A'G+`B-7%>:.W<^?OPI;N^V_OPHC%.2.DSJ1.R0D M\9>P*D$I(XGN3-#XH.4L)*H*1"4CT5X)&M=>LY!H;Q"UC`9RQPQ-X'6;.\M= M=XYPHGC9EJIX.63/,?H@-LL'2!AJ*84Y7@-*"'%AWJY7^OPYY58CI=EM8%A( MK.6("F7-;&#T.P4EMYJR5K&06*L1-=T24$*(*N-RJ567*GYM0Z*,'2R#U2$SE:*I@56Z9 MME-/%I7\\92E"M76TH[7*PTA.UI]IV&!U$I#D?(N+1Q,?;QP(@W=_CRH@PX% M=;!'@QUPASIK$I):DB!*&4FER@2-:\]92+07B$I&HKT2-*Z]9B'1WB!J&0W4 M07T&8%-HL?Y@QO6$__$T8.V0+H/J1D9$8OY+R8@20E(&9QM53U-N-5(JJ`Q2 M/Z4PY=Q.4*&LK?8+?;)2H:4:.L#99!ZO:(M3!S](E"-X:7GHFO M\:"!D"Z#JJQ$+":U*4:4$**#N<5RH5=-*4OX-<6K%C2>KIO>$C-'8P6KHB6)4:,!:-I5]W!RF0Z#SOQ<#E"R*^# M@L9K2135C122EQ: ML9!T(!H*UY,JLRS2+SZ2A"EA#SMF:!Q[3FJ*A"5HHK[ M4`D:UUZCJ@91*ZJ,]G`T[*;]_,WQQNWQ_44A(7-`R3V/$,6($D0IH@Q1CJA` M5"*J$-6(&D1M@$+_V2W^!?YS)P*!_PB=>BUD(W+LZ'B`)0,L'6#9`,L'6#'` MR@%6#;!Z@#4#K`U9Z&`SI5_B8"NNR@*AT,'KF;J/&&U$3AR,+!F02P=8-L#R M`58,L'*`50.L'F#-`&M#%CIX8H]_8F6$^_J-0^9HFUT8(8H1)8A21!FB'%&! MJ$14(:H1-8C:`(6NM/O<"XJ!VQ8'Q8"0[S]`\090@BA%E"'*$16(2D05HAI1 M@Z@-4.@_NR?S_?>^-2+M[&2W=+=QR'_T7=#X[!J3D'T<50YAX+40D>*@3Q%E MB')$!:(2486H1M0@:@D-//J^&=KC7OSP2:=%E5_:3\K-OXBD3"_$K;@J<^W, M\Z;T^H0Z'$Q(BQ$0MX.M3&RQ5"X-2;,Z]RA$@-N4J*9"5$M#TJR.(AL18,UM MH"9(A^UE&]5.//0](3_N!4WXGH3LW"LW)2+%%Y,BRA#EB`I$):(*48VH M0=02&HC[K=Z73L]YG;ARLMN`SL-7/M8S_:(!-34'*^)4B'H18I\FB%)$&:(< M48&H1%0AJA$UB-H`A;%L-V)^:3_A9K=O\Z?&K4/!PP=SV.>35/"B!CJ9M(=E M79VZ):1J:N?/UHR^/D^TM8R%9$[/!4D[.'HH=`<&=OZL:*H#%0M)!VI!$QUH M5`>&=OZL:*0#80SHO::=WL^Z);C%;2P];W*82"M,/OKT[XI9^:NF,B$6( MG9L0LL^@]9DT7\_U0]S<-%FQE)BL$34C M)M4JH>668R;#0;9;5+^RGCW(M+?UULGVEU#,[EDEE?Y^[HC$3B25TQ4D%:FG MA]ST#CQE\T:L#P(=/)D8Y^#)$16LRI]L33RI-63)8KY%B*<*]=>(&M;E[E(L M=_NMFE%:EO"M>=<7#JO>EI^8,'$OOG5(9:Q^[2DBL1,S)JF7\$ZHGR'.J&1+ZLU??2::]%&S:\IB?D!#^F0DY56" M'%'!ND*3\*8K1>J.K3\N6]K='#UV<6)?,5#BBT=4IB_ M/)_KQT8C$CN1KZ1>@CNA=BI?]6%&RNK]@!X84M"?'5+KJ@(NV3NQ$NO9"DJZD M7N6.>C`D)?7!LZ`#8POZ<^D7FRQ8E\N=)==18Z<7">+$+L](62RV,;W6A=D M;C$2WVZR92')I!Q1$5K2+R24W&+*4L5"8JEF)*=V#5LR:XR^\.&C;M)0I,92 M=V>/9/S4G2[&G;@:1JLA_/94DC(W@`<[T/DV9B%Y3")!E#*2AS`R1#DCT54@ M*AF)K@I1S4AT-8A:1OCXQLZ,<^#1VUX^>M"PR8BTL>?KXY412X)G+SJ'@O;CY&KXBE\3\YP\1)8A21!FB M'%&!J$14(:H1-8C:`(4^U2+;7S8SU-,'A-1Z0+^='W%+F2EC1`DAFOUW\)72W,2OK%CJJ)-B*N=V@@I" M=/J]F.FE1LEMIFQ5+"2*:T1-:&LWUS]>T7*;$5OA2-JCB@OF?CK9\/;6.X>\ M)[TB05-S/[63.3;A=H)21C)?9XAR1M*P0%0R$ET5HIJ1Z&H0M8P&YGZ3:(%' MSY[[;4,U]SNDYGX=R-'.B7FU)T:4$++?==@O'.=K>)N'Q<8*`94[,)FCR8)U M*9-J+U*RV*3)"O77B!K6I4RJ]5++8F,FPR2Q^_<+DH2V^WZ2.&0ST_>]/H#: M44LI`#&B!%&**$.4(RH0E8@J1#6B!E$;H-"G=L?K^_3L-'%;9?^\8$>[9W][ M:"(;5@5.+$@30`DK<^O(_6P-+P:PA#^8.&^`YIS:>?8+5N6,F9^[7.M?XBE9 M9,I:A:IK1`VKUND:AI6.4#CQZU_8B[BA MEQ^($D+J[$Z_S2=]TZ+"H-QTSV:RCTGY+_%2]H]E!+RM&>(2\D$DGMLH@\%BW$?!GXRG44F^U#U4M*'NF=^[\$/#8M- M?\=ARV)C_7#!CK\_FW5!=YD]OGHY M?/UT_C^>*V'91?WK9+N])4\K^L;G^Q?<=/[E:W[6J( MKV_;;LVJ--UM;MO-D/S2=,G\(M^`A:7MU%"OS*_5W-K??,$VYF6^6_M*W-`G M^UO[-AE^8EX5N[5O@^$GYE4OHVWHDW@[N[6O(&&;NXWIM=G_#GUB7&9>@A[Z MQ#C-O+T[](EUVY#?XMUM,7B=YC*'>IR;BQSB\7QV:S)IP+;YO2SCY6XZ5F,9 M+W>WB:NNZA/SVTNWQ>`GYI>2C+:A'M\MC5_,3]H-7/W2^,7M@&YZ0Z^?/_Z\ M_W9H[E^^/3Z_7OTX?#6Y,>N^/_OE\9M=WKO_O!U_FJIX??7K\>WM^-3]\_OA M_LOAQ0J8_=;7X_&-_V-,W_QQ?/FMR[_/_Q(```#__P,`4$L#!!0`!@`(```` M(0!X=DN@?`(```X&```9````>&PO=V]R:W-H965TRK7+\\\?J9HJ1=:PM6*-;D>.# ML/AV^?'#8J?-LZV%<`@86IOCVKEN3HCEM5#,)KH3+?PIM5',P=)4Q'9&L"(< M4@T9I&E&%),MC@QS>/5:L-6S>0]YZ.&'_A#HL+>B6YT5:7+@$Z$@.]S'E& M9@28EHM"0@;>=F1$F>,[.K_/,%DN@C^_I-C9LV]D:[W[;&3Q5;8"S(8R^0*L MM7[VT,?";\%A_X$70?0?`\@7H$`=5>&N2NE_9@+^W-];'< MQXUSF<';,L/WR'CP*YFX<2Y#LTGZMM+H/4H>#'UP;M-LVO/&'"-F%'KSW#EH MFNN=\^`<@UVG>F03^I=2!(U"3?_A8_9:U,_`$";I_QWC#UV(GP1BFA%$:1;D MT^344;%?XES&ME7"5.*3:!J+N-[XF:-PJM_MKX.[87"M_P'CV+%*/#%3R=:B M1I1P-$TFD+B)`QT73G=A*-;:P2"&SQKN70$MER8`+K5V+PM_9?0W^?(/```` M__\#`%!+`P04``8`"````"$`/)5`.KL$```G$0``&0```'AL+W=OTWUMF?5[__MCCS]KD[,-9;8*'IEO:A M[X]SQ^F*`ZOS;L:/K(&9'6_KO(?'=N]TQY;E6[FHKAS/=2.GSLO&1@OS]B,V M^&Y7%HSRXE2SID)MO*O#[E01Y<;$M'R;FZ[)H><=W_0S,.0@Z]3EU4@J[MK!8R0-]+=NZ4SU9WX.<_VG+[5]DPB#;LD]B!#>?/0OIU M*X9@L3-9_21WX._6VK)=?JKZ?_CY3U;N#SUL=P@>"(.1`.B'>6_F)2$)H_M6'"22#M*\SU>+EI\MR!KXSNZ8BQPD<[!\\0PY MKK[^S%7P41CY(JQ(6^!%!_OSLB)1["^<%PAJ,8C6*(*:&$6Z(KLH1`2%7:H, M.`!\I898F-0^[.KM_;A`BD4ZI)?J`.L;$EV1316^JTOH5)*$5XGFAJ^[\3Z^ M$$/B*.'SO.!J5\9KC9I`YHT(8&8.4&5`0X&]?SRB8M'2!G_''8UBDPE%L-HUA74%41!EX<15>!Y@04D^K$^_$4X@G\N%$84!1%$MXG MQ`#+<#K`C/?,1%!GO71`7C]?N#%(C.1D^N&H@^H41+9'*#*@(8D>JYQH-U' M$HLF<36"LD81QM6#X\V8S]3Y(/!):%0"506A&\1D3!C-A?177!"+)BZ88441 MYFMD3&;JI&],4G4R&"Y\)>!%^CM@^CJM8$5;CQ*>RK)\>&9)!/0HHJ)"=NXKM&1F9$521![!E'.1T$-[A%;WF< M&SN2P3TI-51=N$,21)-BTR1!D$:ID>A4O!_#@70#7307`_T#U84M247W?`-K M3=2^Y;N^2\SZRS2)ET91Z!E6Z""Y02YZCD$>W7WM)-BI5'(2)4:&K@>5_-(A MK94.)T>HJM'K3W06`^P#YP+VHSOG`HI4+G.$$F5$YQ)=XW$N[#5ZP.+)N:!V M)"/Y,H*30[<@"?&,XJ2#8KK)<(_\!6:Y:M+$C"]=#RI\%S:9M2J^C>$]>PSU97BJ=ZP1<4X_YGGW+VWW9 M=%;%=K#4G<50O2U>=/&AYT=Y=]KP'BZH\N,!?I!@<,EP9R#><=Y?'L15^OH3 MQ^I_````__\#`%!+`P04``8`"````"$`E:),*&,%``",&0``&0```'AL+W=O MZ1 M=J75:B_/(1B(FL0H":7]]COV.#?;D``/M-"_9\8SXY\==_7M,\^,#U)6*2W6 MIF/-3(,4"=VEQ6%M_O/WV]/<-*HZ+G9Q1@NR-K](97[;_/S3ZD++]^I(2&V` MA:):F\>Z/BUMNTJ.)(\KBYY(`7_9TS*/:_A8'NSJ5))XQP?EF>W.9J&=QVEA MHH5E.<4&W>_3A+S2Y)R3HD8C)5R^GT]/"9J4M*+[V@)S-@:JSGEA+VRP MM%GM4I@!2[M1DOW:?':6+WYHVIL53]"_*;E4O=^-ZD@OOY;I[O>T()!MJ!.K MP);2=R;]L6-?P6!;&?W&*_!G:>S(/CYG]5_T\AM)#\<:RAW`C-C$EKNO5U(E MD%$P8[D!LY30#`*`=R-/66M`1N)/_O.2[NKCVO1"*XAFG@-R8TNJ^BUE)DTC M.5F96U">T.PRNHS\?&B8+YROZ`I"9"]((B M>.]$K<*&<-J8((Y^3/HL-ZZ9F+EF66>QO.`7?3>NWHTW=--,_;8[-@A2U)]$ M./=;!Q@"BGS>4_V)^4./MSTQ\=J$V73IBH*%Y`E%CA/RI`?6;/AROC]Y[8A! MCJ%CIN>8B>50PEEK&">-HB84UUH,7]'WIRY-@U#">T)A8B441PH%10'/B>]& M8=3^?>`XNLV.6A6WNVF8(/D*,*NOS$*%*GM MMWC$(QLTVO`H4CTZ@)+^)&]/CJN5VNPC&=FMEX:CE1=7$\M[%+2"T&D#8$1%7KE!I,BVQ:MIFY2"/1G8KH=(X ME1`ULH*T;`HD0CJHPOW*#6"[:@4#-CL2K$9\(X"DUI+IS&VRUOU]V94P M-2V[?-0H&H5*X_0N/KDZ/O4V-NP?H?+Q-'`EM2YCR.15R]4RE'M5$XZO<'S7>[XA%3=XEX(WD70^HZO(^3/O,O9YWB7HC MT>AH%W5+2?!E2#NX;>V.EH/%YDMPFU9T/DJ!7,=/#$*HU/S[#T&.CQHMNE!I MG-X%.7\2Y(2J*;IC096[UA\F6J+:[2K[6IK)51:JSOW5*DMT&W&.O))0VC60 MJ.XUJOD2U2:V%')K!*729961T#.[\';@2:/]MKV,?W;Y(U;[![@+/\4'\D=<'M*B,C*RAZ$S MBUU;EWB;CA]J>N(WTEM:PRTX__4(__4@<*T[LT"\I[1N/K!GN/;_*)O_`0`` M__\#`%!+`P04``8`"````"$`HOT5BZ;^*XC M3UFYS4_[E?O/WP]?9JY3-^EIFQ[+DURY/V7M?EW_^LORM:R>ZH.4C0,>3O7* M/33->>%Y=7:015I/RK,\PE-Q]+CO3[TBS4\N>EA4 MM_@H=[L\DZ+,G@MY:M!))8]I`_SK0WZN+]Z*[!9W15H]/9^_9&5Q!A>/^3%O M?FJGKE-DB^_[4UFECT>(^XV%:7;QK;\,W!=Y5I5UN6LFX,Y#HL.8Y][<`T_K MY3:'"%3:G4KN5NXWMA`!<[WU4B?HWUR^UL9GISZ4K[]5^?:/_"0AVZ"34N"Q M+)\4]/M6F6"S-]C]H!7XLW*V.LD!/;M.I_P6<2BZ;@7#QGI`$7:I.ME5;XZ<&K@-^MSJLX@ M6X#G2V3(HXOUHU`A1N7DF_*B?4$4->CSLF9Q&"^]%TAJUH(V"(*:Z$$4D5P0 M*H/*KS`,'A#N6$,N;-8!J/J^'A>2:A,ER>>4P.8="$4D0T3@4X@80F91!R%A M!#2,Z_05&`Z.F;XXG'6.=<(V"`KU&5093&R#,`R$"XA_?TK5II4+`?>2QJ&= M5`3%^EA$/.*<LH"N"W.=S:9^'S,)`"KI_@#4)CN`R!)T@R`CJ;9! M&`;":4HY71=8@4<%1I#!Q38(PT"XQ)2+JO3QFE&;[/P,!$90J`4&?:E\B;D* MK8JN"G.5^V&W2JBK.6HUJ7'J:I--/6+=#V"](,A(IVT0AH%PFE-.UZ55X%%I M$61PL0W",!`N#'K?_0G2N^P,#<1M4:@N\ZWB3,@R'\A+ES_2EZD^;PD<0DU= M3ZK>9?.WC]^F11EI'5B$::&)5;W<(#9""#O_2(MFB#()V19A8B@AU;X-0K=5 M,<.F#S]SK4^WJ%9I^R`D9#GPK28IR'*_2-FK5FZP'TDG-G[*.K(.X(8ARDRG M;1$FAA)2C?MV0MCFQ_0UAH%N,HEZ5(3R[RD*TT()J>YM$+I17^SY-%.V@!N& MJ*GNT\$LFEK-,"$`/N.QW:P)@,W"#^M9=?7[H\!90*.(^I&`'9M=)L;E(3$9 M6(1IH>E5W=P@-G(`L?>/Z6U,B%9OVR*88:&$5$LW"-VH-PX"FJFAWHA"O=EL M;I=.P@A@&D;]DY4.1%!`R'@/(%'P3\T?O6O0O_M'9=2[1?7%DPPLPK108M9@ MN:XWQ]>-$;U;E$D(]_4686(H(=#L?KVYVF5G:J!WBVKUGIL/RG@N*8#-F%5; M@@!"'D^[IR4:A!HGQJ$=R:I"6^2G\_XDM3(CJL]APFV+,"V4T%USA>-\`/?F M-!P0LJ=(TN[K*0K30@E9<^6VLE:O\7:FAJ]3+:J5.8A]ZWTKH0`_BBV`:`$X MZ#\8U?Q3@TCOLK2.H_X8M5KC(.H3F;3[>HLP+32UUFP9.7PX+<:T'LP4;EN$ M::&$5&\WJN%&K7$BC+1PCJB+UG#7TU5D6]($X/-X4-((N*[UIX80?V\(1?:E M3XOJE4T&%F%:2&K52YZ9VNM::_3H6U:+,@@-+,*T4$+6/+E-:[B:O*&N6Q3> MD["Y)61"E@/?.@CJ^E/]!NZV:QHO-O'>KY#57B;R>*R=K'Q6EY8,'@@[*UZH M;N!"5=\^>MT"W&>>T[W\D5;[_%0[1[F#K?XDAIY5X8TH?FG*L[YD>RP;N,G4 M'P]P["U_\#``#__P,`4$L#!!0`!@`(````(0#8 M.#A`1@0``%D1```9````>&PO=V]R:W-H965T73VO3X"+,XS!E M.0W,#\K-S[L__]A>6/G*3Y0*`RKD/#!/0A0;R^+1B68A7[""YO#)@959*.!E M>;1X4=(PEHNRU')L>V5E89*;JL*FG%.#'0Y)1)]9=,YH+E21DJ:A@/WS4U+P M:[4LFE,N"\O7<_$I8ED!)?9)FH@/6=0TLFCS]9BS,MRGH/N=>&%TK2U?],IG M250RS@YB`>4LM=&^Y@?KP8)*NVV<@`*TW2CI(3`?R>;)M4UKMY4&_4SHA;>> M&_S$+G^72?Q/DE-P&_J$'=@S]HK0KS&^!8NMWNH7V8'_2B.FA_"C,!UWL#4J`(]*1`\-J`:8<%VZCW!/MI[&G;Y2HU@I$;7<2]/ZHTVC3-,XW9I MKM)OT^$BL*@M8K76E2J0)V>J+(5W5A)5F!0'AM"^QNA-V_ MAQW!/?:UQJY`_45AVM4(K8:0:M,\$$TZ/E\`2QRIKVQ4-\CVB"9%&B#5\FA"HE4-D*(CZ8WM-(O36A1M_/5W=P=5" M:*;>H33RW)JB,GDLCLAOY9%<-3W`8XE$[HHDB=:SH3_`[5#R%R,>.UHJH<<> MS,+M2TBNTG?@Z??R"M6?*4=+I'F-E:LF/:Y0`Z1:,DTH1+2NL.>QHU`J?]>C M'M\53\Y0/+6^G:CYK5`#,K5$FNFMRIR)D'#&D@F_B]^?^G*5[K'7#&JE5"43 M@6C!N+!'7=:":J;PP<#2OSDY[<`BS5VX$U>.%E<3`S844[8>4[+F4"P[OQ53 M"&PO=V]R M:W-H965T'3!@%3"RG:;]^QW;"8E)M^U+`IXSAS-GAF%U^]RUSA/A@K(^0X'K(X?T M!2MI7V?H]Z_[FSERA,1]B5O6DPR]$(%NUY\_K0Z,/XJ&$.D`0R\RU$@Y+#U/ M%`WIL'#90'J(5(QW6,(MKSTQ<()+G=2U7NC[J==AVB/#L.0?X6!510N2LV+? MD5X:$DY:+$&_:.@@3FQ=\1&Z#O/'_7!3L&X`BAUMJ7S1I,CIBN5#W3..=RW4 M_1S$N#AQZYLK^HX6G`E621?H/"/TNN:%M_"`:;TJ*52@;'%?2A5$>0[%UEW^L&_.!.22J\ M;^5/=OA*:-U(Z'8"!:FZEN5+3D0!A@*-&R:*J6`M"(!?IZ-J,L`0_*S_#[24 M38:BU$UF?A0`W-D1(>^IHD1.L1>2=7\-*#A2&9+P2!*#^F,\=,-Y$B3I^RR> M4:0+S+'$ZQ5G!P>&!IXI!JQ&,%@"\ZDRHV.L]7^E0HV*Y$ZQ:"ZH0D![GM;! M+(I6WA.86AQ!&P."5^(,LA';$T(YJ'CSBP,/!(^JP8NIZ@BZ^GH_3B)5DBTR M7-@"-J]`;,3V&A'Y-B2_ALR3$6*5$=EEO"U?@6%P+NR+DMG(J_W:&$RLYT89 MN)T>Y!<'EA3H_:6C;TM1X`Q!G6,GHV0^D6(P,ST,811-7=I>QH-%&L=V?F[% MPSA*Q[BE&]Z?C^M6X*GNZ0@83&J&.)CYY]9IB[=6/)RE9UUF9$T\UOGGR;`T MI[9F]''!-OF->TUXX+:D@U7=GX!LW MF]7<2#;HEW7')&Q$?=G`!Y#`5/LN@"O&Y.E&[>[QD[K^!P``__\#`%!+`P04 M``8`"````"$`P1SO@6<&``!*(```&0```'AL+W=O]U?7[\!__=OCIUPVYU,6>[.F]?7D]715.?8(NGZE#U/^2F MOE<7=U^?CTV;/QW@OK]':5X,>\L/QO9U5;1-U^SZ!6P7H%'SGF^#VP!V>KC? M5G`'(NU>6^[6_N?H+ELF?O!P+Q/T;U6^=>1GK]LW;[^VU?;WZEA"MJ%.H@)/ M3?,BI%^W8@F"`R/ZBZS`GZVW+7?YZZ'_JWG[K:R>]SV4>PEW)&[L;OOCL>P* MR"ALLXB78J>B.8`!^-NK*]$:D)'\^]J/X<+5MM^O_>1ZL5R%201R[ZGL^B^5 MV-+WBM>N;^K_4!2IK7"31&T"_ZI-HN4BC9>KFQF[!.A(WN!CWN&=R2B/DL@F0HJ#LHQ[>':!6F]\$WR&&A1!N+2%=D M%L4JO'X7!6#QW2>DCOJT9W[P)\2&O^7[QO(F-J8HUA69J8#;7+V+-'^0.^I/ MY#&!/IOV*8)`YWMC'J]O>!Y1E,I>$-G/R()F(=4M3%]:B&5#CI=>A3?O]X8I M0E$476.-%^FM_N>7*YXRC)!F-6_04C0]T]Z$V/!VR[RA:/`&@Z?_/L/?FTZN MSW$BQ-Q)%.I7VJ!H=,+3F*'`M++2K8B>B2-GTX@HPU/$/*$(JD'*&_$4#2*! M/CIKXK'%F.#N91%DV$J8+11-I`H%9JIN34M1""6>;B0197CB\X4BEBH&BVP0 M\52) M_604ST8T\A\9I%1CS_#2*('%E0#EV7T<(5[ACNCHC-17K@B$58W(BEXCP<3S M;2!)8=/1AOELB%!%:T16=!L"B,2&HU,1GWH6.-@VX@P$`T8OCRM#M:+)1X;N MCX%Y9@]9"99 M,$X+2D6RH%9&OL7+D/Z)/J1=PO@[;YID%/<9\R\$2D5](H?--DX$!L^FG8QR M5DNIJ(V/H)L(#)YO`^'IF":YMW;&>U^9H%W"^.OH'QMWXQ&D2#FYI^YDX"Z? MHL0"6]%L#AN(40?EY-ZZ#8)??8HLL'4S/T&,ZG6)^?QU),7&W)A_'TI01=RP9U2F%!8[%X$W08"R)/&#OU+1&?H(O,E%X)51[E$F MF$7PJC@S&^E9X)5J`VB\.$HU%H>C.5,*BQW&V>E>29&3K"C\_*14I"AT11N@ M%+8Z'VPRRED4I:(VQ-749.LV+'QUSW%JXZLQQTHU%B=BW,N4PE*U0-?-?AGE[AGCA*OB+-DX MB[+I+,HJ%2D.IZQ26.PPRCH&V4;7A#UA-BEA*6*-KN@3=!%=4^2FXX&L5+0W M"&\U&TM&UWG'1AEE4);-Q4:IQN+PVBB!69LE@^R\[\PRBKM*V$4W2D620U?T MY%P$VR5"TU$CI:(V/H(MO,C5F#_=J5+-LV`<3Y1JK`W_;V;Q^IBQ']\&X\O2 M4_Y<_I&WS]6Q\P[E#KZZAXL5`*C%=\'XH6].\J7C4]/#.USYXQ[>V9?PSBY< M@'C7-/WP01Q8Q3MH^4+VX7\```#__P,`4$L#!!0`!@`(````(0"_0(J.Z@,` M`&8.```9````>&PO=V]R:W-H965TWAUI1AJM=F:>'7`2U("1[72Z_W[+-E>3"YD\1($<5YTZ MY3J8]:?W/'/>*!%-$$XS8@$_N*0EJ*.EL=CPN6$OQ[+ MAYCE)838IEDJ/W10Y.3QZLN^8)QL,ZC['4])7,?6%X/P>1IS)MA.NA#.,T2' M-2^]I0>1-NLDA0J4[`ZGNP@]XM53,$'>9JT%^IG2D^C\=L2!G?[F:?(U+2BH M#7U2'=@R]JJ@7Q)U"Q9[@]4ON@/?N9/0'3EF\E]V^H>F^X.$=L^@(E78*OEX MIB(&12&,&\Q4I)AE0`"^G3Q56P,4(>\1"B!QFLA#A":A.YO[$PQP9TN%?$E5 M2.3$1R%9_LN`L"9E8FEJST22S9JSDP/]!K0HB=H]>`6!:TXF0L/R$DE@IX(\ MJB@1@HT*^04H^[;!X6*R]MY`CK@"/1D0?+>@!N$!G883\.AR.J]/G5J!56JE ME^+R9&YTTP3GTTSZ:53I$VCJ]71J$>"Z182+:9/`4#"@J1:^6]BTG_%Z)@76 MS6[E"A.10/JE3R_)[L"#[(OF\"F9`/J9U]>$%SY=6>DKG=9@:WL>&(+;D`8A[K/ M4W>Z['T6GQ\N;/%EGXJ>;A_:=YV36F5Q"I?84L2`+$4NT,`P5EU)QHV:7C7@ M,7`5%3M"%I%V(GL;`RL/&MT;C1X0L$>P0M7=F;E^_X,_/[2<^VSN,CILC`V^ M.Q.PM+=*A:K9W+%7\&_YH5XUT,@>W@I5L_+=5L2^(M#&._JCT(/8T<4& M-71C]>SM)ANY*XW[W7@"Z-AJ5ZH#0?<1`#,\2(IOCZ1>9I>ZL%VJ0EFST*+Z M3.YR27S&)N=^ZX"5UK5/#LJV3'&DUL;X;FEM4&>TMNSONNOA,[8W]VW;JU#U M3@[%:IFX[O^!:L)[C(^C1XD;T-7R57,A1Y4:#=;QX23,QX#[0O-'W#*+\F>?B-\GQ;"R>@.EOKN M'*R&F_<$[S;XDP7-\GS87U3_Q$Z6``0\NWYFD8NK5E\>)$ MFYRO6$=;B!Q8W^0#//9'BW<]S4NYJ:DMQ[8#J\FKUD2&=7\/!SL_#7YBES_[JOQ>M12J#3X)!_:,/0GHMU(LP6;K9O>C=."O MWBCI(3_7P]_L\I56Q],`=ON0D4AL7;YFE!=04:!9.;Y@*E@-`N#3:"IQ-*`B M^8O\OE3E<-J:;K#R0]LE`#?VE`^/E:`TC>+,!];\CR`R4B&),Y)XH'Z,.RLG M\HD?_)[%0D4RP2P?\MVF9Q<#3@W\)^]R<0;)&IBOF:&.*=>W4H4,;#);J"@6]^ZBJ;U_F`5850SVJ>8FB$')#UXX%PHU M*^&;*F-TU!R%LPF*YO@CF@58ZP6>)BI!S*(7Z`O98D&10J"5WE\_B=8*Z.F> MCR`L0N`136RJQ(GO$LV!3`5X3CR?#%6[N#+N]I[@!;/L9(XW-VOL"R,(M?MN MH,73,8ZG(_#G,RFW9\KV."9O"1?7QD*XN(E_?Z?!U*.?7J(WVV0$83-^<)PP M"O2W3H-`>YN/Z9@&_M-(0OR0+$C0`IR?<+QH:'^D*:UK;A3L+&8C`DUJ6L6Y M+1%SFYR\I@",35U^I#_R_EBUW*CI`;;:JQ#::X^#%SX,K)-W^9X-,##)GR<8 MD"E<>O8*P`?&ANN#&.VFD7OW$P``__\#`%!+`P04``8`"````"$`UP%7;AL9 M```YBP``&0```'AL+W=O3R8O]X>_A\]_CUP^5__]=O M?UM=7AR?;QX_W]P?'OG7\_K2_^3QT>KB_FDXFBZN' MF[O'RS3"]=-;QCA\^7)WN^\.MS\>]H_/:9"G_?W-,_P_?KO[?N31'F[?,MS# MS=/O/[[_[?;P\!U#?+J[OWO^:QCT\N+A]OH?7Q\/3S>?[L'[SV9V<\MC#W^X MX1_N;I\.Q\.7YW<8[BHYZCFOK]97&.GC^\]W8$!AOWC:?_EPN6FN^V;17EY] M?#]$Z'_N]C^/XO\OCM\./__EZ>[SO]T][A%N3!1-P:?#X7[B'`_COQ<,=Y09"SZ7RY&@9YI>,L=\1+G?WJ5XG)$)CNYOGF MX_NGP\\+I!M\/7Z_H>1MKC$P1R2Y46+T4H@0&QID0Z-\N,0Z`?LC)O:/C\U\ M,7E_]0[A\9 M(X66TL'YHC$>9JNUL)I.C-&N&)60.J27B'(:*?QVI\EX<)I?:9N0Z;"+#!FX MH,XAO424\Z3: M8F=[/>!DK!U,B$P%AW0.Z26BO`%1Z0V%3T3LI'( MA+#;O$R!^J%7?L/-0K2%,@<3$4QJW0 M)LF4W<'KQC#$?,MFBE9CK';5JM+*XZ]+B'IEI6F1*`E:KZ_=)DN8C'Z"Y.K- M5@+J/-0K2/M$FB-\$IOA"?>R6$GW,B36<),A_"-2WBR,CJW$*F9(=6SJ3JI) MD%0)$B<\)VN]^5"U#$A$<>>ASD.]@K1/I$C")PILNQJ6X0GWLI3)P&9(!C84 M/!?8;"4#&W5L7MH?288$B1.>9]&2GB=(!=9!'2U/'?Y>03JP)$;"I[<'-JF8 MVLXR)`.;(95XK@!ILI4,;-2Q693=79,@E1(D3@26K$W&)D@%UD%=XZ!>0G-@AX[:/89$8!EZ/;!L)0++D.K85-G4)(SZO1[8J5>X#.%%>9/?>:CS M4*\@[5,@9TNH%*;F`<:..]8:IO-0KR`]#:0H;][+IEE_L.57G^:F MU-IFJSE2]&6K7;7B!=)YJ%>0]IQT1WA."32B_)\F^9+"PI"*_+R6+ZG4KU;5 M_SQ6G8Q>66G_27*$_R2.-;6[VI%)]0K2#$BO1!J]GNUM5C>1 M[1F:"VGW4.>A7D':)R.+%-5QA^W62R9#.JQ52')8_:8L7^ M=A[J%:0I&`T=/PE%7MF1;9LA/0GFJ+BK5MRQ\U"O(,W`:.F)U>DELTV0UJ*% M*0QVU:JZ63HRU"LK[28)E\GVIIF->?K;)@V4:L20#K65_6K%#G<>ZA6D.6!X MRV&D&M%(1HTRI"G8DJ`M5I6"@WIEI2C,`D$=47D-PVC_&=+^VX*@6A7_/=0K M2/MOU/3U;)\5R11EUL(H_#9;Z9K76NVJ5?4\#8^.#/7*2GMN5)1VFNF<#J-G M%F,S+[`,Z=C;.J!:L;N=AWH%:09&%=%C4A.+,,B:,H0VBI9;H[XK.5.(HRI#HN:@6A.9"&"0XG/,^*)SU/D(JK M@[J9@WH%:9\"76RFR]//3F9>!QF2@6G, MD`ILLA)0YZUZ!6F?(AV<#1\0.?$F[LS+'D,RLMGJ1&2SE8QLU'%9WTW7+$AS M1,J.+[]G6;UD.F=([69+6S=Q1U&\>JA7D**`TXBCD!YBG;D?#P-I+61(,[`E M5;4J^[&'>@5I!F=I(:E\*CG$7K8T)=(V6VDMM%:[:E4]]UJHK+3G@1:.>_A& MCII"BB$=?%M(5:M*(8]5,ZI75IK"66)(Q;4/OBF.MMF*7K3*S=)8[:I5]3P- MCXX,]XZMP:[=<8E/`YG$SY".O2FX=O-BQ>YV'NH5I!F0DIG=9U0I-4^2 M*$\2#&D&MI2J5I5!'DMFCX0T`Y(QP>!UR9]GT1-[9(9HED6JU`(C/:*H5M7- M-!8Z,M0K*^VF$5#:YFE5G[M#>F6=9TB%>55U//M?K-C9KG9DJ%>0]I\T381Y MO$S-LSK**EXZ,M0K*^7YXE<)[#"0WF<8@C\U_5=68*L5N]MYJ%>09F`$EM)G MW'E_4<27/=EF2*_@E='C7;7BCIV'>@5I"D9I7T^?A5?3#*$*80=V'NH\U"M( M^W26=.(#W%9E,F1"9Q6^6K'GG8=Z!6DW`YTR5 ME?;?J.2)J?=2N"CR)1>9%?-J5=TL'1GJE95V\RPI7'@IS)`XD>T\U'FH5Y#V M*="]-WV\F5([U_+^FJIQ1.6CK+3_1KK&J^_2RQI#FH(MWJI5I9#'DA0DI"D8I2,*X\ZY2Z^" M#&D*IM;;5:M*(8\E*4A(4R#)$2OV1+*3M:T_UZ8NVRZ3E:X_K=6N6E7/2T>& M>F6E/3?Z)_::,\\O]`4+<]!E2`??5F_5BOWM/-0K2%,PVD@4QKW!NO2ZR9"F M8*NH:E4IY+%D_DA(4XBD=,S;'DLOK0QI!K:.JE:501Y+,I"09G"6CBZ+CLJ] MT11-VVQE5H"QVE6KZGD:7C[I45;:ZA6D*00Z/.IYV\HK,4.203NQ2ERM M*@.OQ,I*,PB4>.1[]RLOQ0QI#E:*JU7E('5W2+=>66D.1HI?U[&5E]L,J:*M MM;7EKEI5-]-8Z,A0KZRTFT9N*=]'%&VKHL/\FEN&=)B--.^J%7?L/-0K2/L? MB.XXQ5IYT65(4["B6ZTJA3R6V.^5E:80B&XS0:Z=636LO.0RI`E8R:U6E8#4 MUYSJ$M($`LD=DT-><%=%)*NXM1,KN-6J^E\Z,M0K*^V_$5Q:`Z,>[Z^*%O.K M;AG2,V"%MUIQQ\Y#O8(T`PPOA??$9D/61ID2))^ZK1S4>:A7D/)I;93T=9\& M:^U3ALP&:`6_6I70>:A7D'8S4,M1D[_V:LD0(HF42A<+M!.K]]6J,O!JJ:PT M`Z.6)P)=!%'XU!@%WZZ3E:H76VNUJU;5\]*1H5Y9:<^-1M+"&[/SK;UZ,J1" MWUB1KU;L;>>A7D&:@%'/$Z'W(KE.D,KQJ7LR4ZVJFZ4C0[VRTFX&(CGNL<#: MBR1#.M+VL4"U8G\[#_4*TA0BD80S9VKDNFBDS'Y3E&RSE MEI25IA3(YJ@Z?>V%DR$]*;9RJ5:5@1=.9:49!,))7Y0]=U**;,I),57*=IVL MS*08JUVUJI1*1X9Z9:4I(6)226E+&KE4:"2C:!G2LV++F76Q8G\[#_4*4A2: MB5'>85L]?UK2.`,#.2^F=MFRF9D88[839H56@.&^`_(>AY#ALR6&6*#5HU9, M,_%B73`].[;>$&:"A]=K;6=XG*78@R*F3)+S8,H(S$.1WE?,,`_%3/CO,,R# MQ(S_@6Z/>Y^ZF7CI+IB:"/=M1F$FB.3AQ,%+VQDB1K]II8Q,**_MS21CFH>M M0829X%&Z,H8)D9CA0;+\YH?FS83,]=;$F#P!!%@78/`LC9?Z&L\"W1YW/F\F M1;LY)LCYC.D0V^)#F'%7$"E=&0,1B1DB@5H/:^1,L6LF7JT+IFG8@D.8L,1-),/&1`1EB4S]@)HJNOF(&_XN9F`F'P7^)&?\#F1X[$X%,\[U% M1X"%E)\AP>B M8.$PL)"887&>2.<;A^0G4!IU"U%ZPRO`X%D29/%)&G@F,>,9R9Z);Z[G7G^B MT>"V1K=5,B8^)U/L$)VR2_G;_HJ9^*1,P637MJU5E*%"9FD$-L7[P_P,F,R5%&4LYF* M*QKO$8+I!+*IKZ&L]>5M%33F9!D\F2KRQ2R<+8B61A,YDL MC,FN;5LEV%`AA1+)=_S&(*<^@H[!%EBQC.2'.'9L"3S M=\1/>9G52D4Y8W))\@5),E3!DF0S%>4\G.S:MK7D-%Q@9KF,6Y)\TY&B1J.[ M)6FJ3-R;6,QX4\*<.`QS(C'#XSR5Y-N*L.\686E;\_`)USXF\=//J*P9_"]F MPG^'P7^)&?\#+1UYX,WW&>F54$ZHDJ\I,D&DF`DB#@,1B1DB)&5F<8PEDE11 M$\F8WN1=]:CN1,IUE\=`I`SG-WF2-D-DW$.>?/.1YI&%4_&8N?J1NTJQ\AAX ME.$\#](QPV/D"L^*J%9XQC2/6F;QKEO,1&(Y##PDIA-KN+K(\!CY])!O0<+D ME]4_$S>P#4YO&S:3W'!FK%MI)E?M*CF/X9+5I-LH+-PD#;<:_2)R@9#72Y,$ MX:DKC:J9("(/N@-A$)&8F26CVF//7/E*):R9ZC%B;Z0#X&F0F'&6E-+D MT[C-BR]?4CR*#M?)F;O;ZQKN*C9SO[J+F9@-AX&%Q,QLD%P*%J=2)ZNKROW9W*@U\O!!IGAWPJ=H*! MP\!`8H8!Z:1@,'I9TSCF*)0O8U+ST,S<%5I-M1,T\G@UQ4!#8H9&H.DCBQ.^ M?DEE5%%A.2'VGG=,2+$33!P&)A(S3$@HS82,?$C'MS`I)C2\*=PQ)UXQBIU@ MXC`PD9AF,ERB))B<6!Q\YY+T-F/J32B/X1KQ_/BY?DFTUYCQC&1.>$9)/ZYR MJA<\<9BV#6.(C%B]_HETM>.^("(%.*N!P@P14C5#9&3IQ-MB!9/2E]EA2B1FF!@1IBD9F?;YLB95E3-FYL14';NFVK'78)+4.%5W/"<2 M,TP"A1[+).NGFI.BJ6I.S`D73(J=8.(PS(G$#!,2/I-=(S?5?-&3GI.BJXJ) M44,P*7:"BI@8;$-`V(K*)Q M0JX'!;(-07XE(=92V4\J1O%4SZ2 M90P;H=#KI2F)X'7N:^Q>>LQ-AT&9%J>\S=JHO$V8CJ?#X)G#$$^)F7B^K+6G MG,RRIYS,F`IIQDRH3.$`QV.[*LO&<=(JL66<\I;,;8HF3(?48?#,80BIQ(QG MI#W",U&^G'(RJY8*:<942#,&'V26&MV'X[%=557C.$F-<7S<+AQ<$H7G.FD& ML.M(IYTP5CO>JD"D]&4,,R`Q0\0(XZFP!^*7[W'2N9'L!`;/'`;/)&8\(^DP M()@R;.T\B%,%A M"*G#$%*):<^&*Y.$9V]?;GS9DG22,1E2QDQ(W0[V@MU+.]AP49)P_$1(\[U* MJFS.F,C(7>.Q+L#P8[1)PE)?$U+2"^$9A?0-(IMO6=(>)NE1(LMV)IYN^XKM M5O5]!^,U"8CQ>F0YG"]BTDRR/B$3Q?[E;BJC'_G-91JG.>+OL.''@*M=8I)^ MW#?]ANW#_NGK?K>_OS]>W!Y^T`_WTB@?WQ<\_:[P%FCY96'7-I^B+3U.]FTS M:IO18O1M"VH;?FW5MRVI;5@SOFU-;4/AZ=H6PR\@#^O*M7F]H&J)^:!N>KH9M MY"<>689MY"<>`H9MY"<>JT5M,_(3#[O"-HHUGA6%;903>/H2ME$NX1E'V$;Y M@B<$O@UQF2`N>,/(M]$;;.B'=\7"-O(S[(?AIC1FG!-H0[^80TL<\.Y*^'K$ M`>]$A&V4@^'K;?">/GS!VY91/[3A+L( MGW,E#NDAFFN;4KXD5?)MQ`$?VHE>;TI^AMPW^&PXXH+/54?]T#9\>#QL(S_# M?H@UY7S2->MLYFMX$/F&NWRO MZ0[>8+0%HH/C4=2"Z.`H$K4@.C@"1"V(3ER%+1`#W$(:]4$, MG2$Z<;5*!XKX/#$#T_C$,`.?^$Q`1X+8:RHVXUJSQ?S$E68+W\(Z$S_2A98P M$UMX'9\?6LQ/?'J8PC=\=CB(*)6L8<6Z0<&Z"6<./\:)/J%O4_@6U[%3^!97 ML5/$.JQAMW1 M+^[W7_!X9#+\?-O3W5=Z6I7^>#Y\QV.3RXM/A^?GP\/PO]_V-Y_W3V2`9^-? M#H=G_@.!N_IY>/K]^&V_?_[X?P(```#__P,`4$L#!!0`!@`(````(0!NUT'= M30H``-HP```9````>&PO=V]R:W-H965T_Z-/SS_N]_N_W9'+^=7NKZ/`"%P^EN^'(^ORY'H]/FI=ZO3S?- M:WV`OSPUQ_WZ#!^/SZ/3Z[%>/[:-]KN1.QY/1_OU]C"4"LOC>S2:IZ?MI@Z: MS?=]?3A+D6.]6Y^A_Z>7[>L)U?:;]\CMU\=OWU__V#3[5Y#XNMUMS[];T>%@ MOUFFSX?FN/ZZ@W'_,6 M1B#"/CC63W?#+\ZRFE^1D?MX_%]E!#M&&>Q`Q\ M;9IOPC1]%`@:CUCKJ)V!?QP'C_73^OON_,_F9U)OGU_.,-T3&)$8V/+Q=U"? M-A!1D+EQ)T)IT^R@`_#O8+\5J0$16?^Z&[K@>/MX?KD;>M.;R6SL.6`^^%J? MSM%62`X'F^^G<[/_CS1RE)04\92(WXDX-_/)Q)_.9^\7`3C'9DJ M#?BI-&!<[QS$3+6%RE!M/S&(A1*!GTID=N/XX^D'@NE`#K2!$+]\>!0.3JBC M9_03XW!P2L4OJA,?GPX'$D(.16?&FQ,RDAG:)GRP/J_O;X_-SP&L(C"RT^M: MK$G.4BACJLO$[)*_+_FOG<[^@%5ME%&#Q>, M;(L56HB2$KH!!2$%$04Q!0D%*049!3D%!04E!94!1A#;+L`P-?^/``L9$6", MS`,"'7&7!!,ML$E`04A!1$%,04)!2D%&04Y!04%)064`*YA0-U8P+R_(F)3" M&I9>(RE]GP3I0=HXTRZP*T8"1D)&(D9B1A)&4D8R1G)&"D9*1BJ36"&$&O]` M"(4U+`VPC)N%[=N9]J"L8'W65LYL;ENM.JLN(1D)&8D8B1E)&$D9R1C)&2D8 M*1FI3&(%%K98*[!R);T1F_7U-!4-VQAC7!XDF2&0'FS/LMRQ0];BL/M[%^=.%4GD8*1DI)+D M0O:+&],'PMJ:VW%52%S7NA`YSFQA+R,K-(,Z[,Q8^FLCC&3(4<11K%&_>J*- M4#WE*.,HUZA?O=!&J%YR5%G(RF]Q#?W(3,@K"1S>T-U#JP#/):"$NA`[SIPL MZ"ME)GYT9GPFE+QIY+I3>U)#)>5#>G52X-&QS2+T"`?_SLSUB56,5J9+VJ_D MDA'K5]K3+[+Z9"AVM5\Y6EWK5W')B/6K5%;>6%ZBO85#CM$5ZIA=,H)@9XRX M2/W/6Y=XZD&62H4\<\0PK6396RDS>%:GI]7HJ[KC2WGY0*]%(['41 MFID+RX6LZ?3[.Y'HGF*QI*@N#DSP/,.;SEVR9&5H8G:`CB_7TOW^"VV$_DL4 M)T&8V*53H9G9!S,(=D*(>Z&9$-?W2/&@BLZ\1)Y^%+%25H#Z!QB@T:);C4*. M(D1:/=:H7SU!(ZV>S]') M4$@^A&YOBFBE[T(!1Z%"=%DFJW>$+:&"KBW+JA?:98(--4I[7,[L=,ZPY567 M.5II_8*CLLB/JZN)L M'GTD(H?0.5G15_`D4`39V(P"CD*.(HYBCA*.4HXRCG*."HY*CBH+V9D,&XL5 M4[$JN9,;2+,WHBL:DIR6B!PL%^Q@J5KJL@W$LT4AIE&H$)Z!7,?SR,$BPE9F MR=*"B=%(2R<!V/N,N$H12WBDN1.AF977>9FE-UKX<)ZN(+TT`.D2M'M=2E$G`4 M[%1+JQIE2P.%RLJS*@3>OK(O*1&:F3G+PAQSEPE'*6K)"EE,)F0!R-#`=&9$ MN)->I73]!(JZ<<98BT>JY1OWJ!1EJ]Y*A"Q&]"KKBLTM.!,_G@MU&M M"ED9^;,$M-*+0L!1J)"]-,$W1K1FWKAEJ]5066F7"7>9]KADE?,>ESG7+S@J M%5*KX73L3<@`*VP$JTIW+#!2UZX=*#!K%M_8R(0YF2Z)K-KIT,4.M`$.Q,T` MI,RG"!Q%B'1VQQKUJR=HI+,[Y2A#I-5SC?K5"S32ZB5'%:(+M4.?(GQN#^(/ M%UR)?'V96BED;"Z!1GJ,[!N`4%FI`Z$WF?KDQ!2A!9"3O\I^B MNMJ/YM,IV4HSM+CF/]?.\'Y9:*3[S<9?HKHZ,?JSZ8PF`76FPE5N5 M1N?\K^85*NNMZS+,(ZM`B:P*[)`>H;$$J`J41G[[#G*+0J5NH$@A0SW6J%\] MX5(I1YF6PMG)->I7+[A4:2$9>OEBM7S/=%\?G^M5O=N=!IOFNWAI&KZPN+_M ML'RC^\%?PIM5T!?*)TMX:XCS8+:$-S@N\/D2WH#@/)DOX8T%SHOY$MXPX#Q8 M+.$[O"6\HG=!WP?]=F"C3@G>+']= M/]?E^OB\/9P&N_H)@CAN-_RC?#==?CBK1/[:G.&=\C:G7^#_$-3P_MA8/-1[ M:IHS?@#/H^Y_)=S_%P``__\#`%!+`P04``8`"````"$`,4B3/*`'```P(0`` M&0```'AL+W=O_@HJ[=ZG^=-#Q1.]:*_;YJS,QS6VWU^S.I!>C?+EI=CFZW+[?LQ/#16I\D/60/_K?7&N MN=IQ>X_<,:O>WL_?MN7Q#!+/Q:%H?K6B_=YQZP2OI[+*G@\P[I^&G6VY=OL! MR1^+;576Y4LS`+DA[2@>\WPX'X+2X\.N@!&0L/>J_&71?S*,A:NVV,_!GU=OE+]G[ MH?FK_/#SXG7?P'2/841D8,[NUSJOMQ!1D!F88Z*T+0_0`?C9.Q8D-2`BV<]% MWP3'Q:[9+_K69#">CBP#S'O/>=VX!9'L][;O=5,>_Z5&!I.B(A83L86(,9B- MQ_9D-KU?!"S;GL!OUI/98&J,YM8G-"9,`WXS#1C7G8.8LK90&:SM%P8Q9R+P M^\N#,"`)VD@8#KP=1#H(-1!I(-8!XD.T@X80FQ%@"%U M4(#)NO#)`!,9$F`>F24',N*F%DQNP9NL=;#1@:L#3P>^#@(=A#J(=!#K(-%! MV@%*,*&`E&!>7EQY4A)KR.9.4MJV%J0EM3$F(K`K1-:(;!!Q$?$0\1$)$`D1 MB1")$4D02;M$"2'4^"="2*QA:8`EN5/8]DC-M"6S@K566AEC2[5:"2N1D(AL M$'$1\1#Q$0D0"1&)$(D121!)NT0)+-2T$EBZ`1B0A^;M-"4-VQCSN"PI&=-G M.UD'5XBL$=D@XB+B(>(C$B`2(A(A$B.2())VB1([V"8HL;L=,&*M!HR13L`0 M62.R0<1%Q$/$1R1`)$0D0B1&)$$D[1(E8%"02L`ZR=;LB^W;LH1*A$?2A4!: M\'BF#VTBHL:1$M.4JZ$@LK0G6OFOJ8T-[D3YFZ:VT&Z$$<]R%Q$/$1^1`)$0 MD0B1&)$$D902.G@EV.2(IN^1C'%;V?<'FXBHP::D&VQ!9"!1L*F-;;:;+'-D MV.HJNQ'?BS@+54X\0:[[\84.V&!V\E^+5H;8<1' MX2+B(>(C$B`2(A(A$B.2())2I1P/W1'MFV M;:A=#KG!K0Y%EWSI'8HO&:$.)=S?E"TD8[4_*?_^2G^4PC/(X:>[0MZNO-9< M2Q%Z?+)A=R7F'E)$Z]2*M^P^:O3QKZ41+[8-0W"P)?E@F[JPR]O`P4/XUX4] M;G3+NR^-N/=`]3Z>3+2#<<:-;WF-IQ+TGJG?;M+1B27F;*][5F28G ML^Y,?VGC0>Y3M+67(7V-T/JZXF:WUP@J;[:W?>U69\/:6=UVD%]3->E=;M9- M>E,O5>^>3OA2BL]$P-!84;>T1T4H&UY/Q>B>+L12B7-I']?HAO^`\T_WAF$ M7.>6_X@;2?^Q1#?\)ZI_O`](N8I(O'P,Y.F%Q'ZLLQ M14I-"B3'IS\BUTS*;M^5L*67MNL@EUEUU#V)KJO[6#W`*)12?-F+)+JN'F.I M!*-42H&Z.AODM*[7I`7[ZOL/B7`/B6:"(OW!J&TA5JQEYYFWED@.^D)!4GVV M5;;LR=2R]4.ERZ0LF,H;VR/64[F:^'=U(>#J=&]LCB=C(2Y,:=>IPP]IUD"NE>`0]B:ZK^U@JP"B44EP]DNBZ>HRE$HS( MZUT6!E&:]'4M?>-US*O7?)4?#G5O6[Z35[&PSWE\$)B^)U[:#MSQ@H#.QP[< M7V*^GCIPEW2!SQRXB\'Z=\A?((BC]B*L MHF^\Z8>&/7:>RP;>5+=/H#W\9T(.-]FC`53/2UDV_`-Q(/[7X?$_````__\# M`%!+`P04``8`"````"$`RGTF1ST$``"X#0``&0```'AL+W=O%A^_:@KYYVVO&3-RB43WW5H4[!] MV1Q7[H^_LR\OKL-%WNSSBC5TY7Y2[GY=__K+\LK:-WZB5#C`T/"5>Q+B''L> M+TZTSOF$G6D#WQQ86^<"'MNCQ\\MS?>=4UUY@>]'7IV7C2L9XO89#G8XE`5- M6'&I:2,D24NK7$#\_%2>^KDO00&FW6GI8>5N M2)P1XGKK99>@?TIZY=K_#C^QZV]MN?]>-A2R#77""KPR]H:FW_8(@;-G>6== M!?YLG3T]Y)=*_,6NO]/R>!)0[ADH0F'Q_C.AO(",`LTDF"%3P2H(`/XZ=8FM M`1G)/U9N`"\N]^*T8'CE'O")_/Q.G) M7'6I3W*1KYK*ORL")!])-D@R\J%@PCYY=`Y M[VL23X=R%[W1]H[1V&(W6&!MD3+JQD`=:]U4*W(E%D5$99J=)8 M2&HAF8Z,)((84R*937!,/"X0^G62AC"V$IG)081]O[.0Q$)2"\ET9!0J'&P] MU,?QH?$XOA[1XK.0Q$)2"\ET9!0?E%>/3PZA+I7B5!9O6R;']IVX0Q@V<@0A MQSALB03!K15H/%8A$;P+ M;_$0,ZN[W@I2J:PL9.3?UR'QB::MFP&XG6*8H=YG MFI%,@-P_Y1)4T_9(=[2JN%.P"^Z6"V!7J-Q[DWD,!Q[ZS<1?XK1;#0P<]N1- M-W0,?(O[\QV>;1##"F#S;\,8+E@;WTSC#2BUO]A.8[BN[N"S&.X&P#T5$>S- MY_Q(_\C;8]EPIZ('T.YW([>5F[=\$.P,?0_;,Q.P,7?_GN`7$H5+RL?K_,"8 M&![P!>HWU_H_````__\#`%!+`P04``8`"````"$`J>>2'-$E``"!T```&0`` M`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`I7]9M?4V1](P#9UC?Q#ESJ\*N?;HB]5F6:G M7E/3-G6J_(-J>EW/M*E/Y1_:]+J>D;.`"I?[=/"NV^X-AN<9(M1&U*EM[M1@ MN._5W'2>ZJ9W+W-6#]$&S__O).K46LLG=$DIPJOI[VF64],=]++ M[]+-A[>BS\6$]BRFZG]];/5O.K^]_Y>87S]IT:U'9"LFI)"3J?0[=<',!9$+ MYBZ(79"X8.&"U`69"W(7+%VP MBSRIDT4,J_\?R2+=R&2A7KXEP-G3=A*#%&0R=<',!9$+YBZ(79"X8.&"U`69 M"W(7+%VP6W6B7."FK5J-6R19-:5"<&D!F0",@<2`PD`;(`D@+)@.1` MED!60`H@)9`*R!K(!L@6R`[('L@!R!'(R216OHBETLH7M>J\DR>8X=21AN?4 MH?Z^5:2GSIKEFC$!,@4R`Q(!F0.)@21`%D!2(!F0',@2R`I(`:0$4@%9`]D` MV0+9`=D#.0`Y`CF9Q,H)T?=63H030:KM1-#$2`0@4R`S(!&0.9`82`)D`20% MD@')@2R!K(`40$H@%9`UD`V0+9`=D#V0`Y`CD)-)K$009Z%6(AB3P\O7AT]_ MW3ZJJV9/@G3$J:X&9*DU7G!'5JU"WW[-% MLUI$KB,@8Z7IBE.U.F/[`R=CDUI$KA=`4B`9D!S(4A&C.59`"D6,RI=`*K!: MU\2HF#-<-TH3KORV%E'E=T#V0`Y`CD!.BGAR3^X)FY?9GKE+;`?0Y"75=I(I M,C0OL$NE(J*)B*R`%(J$FZBL1>2H`D?K MFG",;A-ME";<1-M:1(7M%#&::`_D4%MQ\:.6T_K'6D2N3XJH)K+F3Y%75@[_ MTKHLG=BIK8A(;8I@HHC125-%K%6X=^-495:+R%$$CN9`XMJ*6ZD[<"XSDUI$ MKA?@*`62U5;LNM=V!FU>B\CU$ARM@!2UE>':;9"R%I'K"ARM@6QJ*W8-#;*M M1>1Z!X[V0`ZU%;N&!CG6(G)],AU9&2FW_:V4#$^K9[F=?!H9R]6$$4?I#MNI M%EF31+OMSJ.LHKI$B.:(8D0)H@6B%%&&*$>T1+1"5"`J$56(UH@VB+:(=HCV MB`Z(CHA.&GF69WD[R$HD.;>U>^_$-?%LI[E<[BJ5%;+-IU&HU:SD7; MA`S-JUA,-NV=-U!F;$=M%2&:,^(87.\QB\A5@FB!*$64(7'_M$ M[;8S;A(J3X74ZP^<@!8D"`64"RF^I/!52N]=R+O5W)`@%M.>R MJ/H'1APC%'\D[ZKX5KOOI/F)!`W%VT-/;GJ_8NBI/7+KI$*AOCF#]]Q\G,"46F7U>D-AS=M9Q!7 M9!8J;DVB4+-N6$3-NK4#:/4[0^+W).*6/2`Z.H6U1TY9)[)I*,L> M,6)8O6;$2+ES9:>0O5BY63V1SU4)PPN+52VBEIUI.[U8M5HW-X,;9S!$I!'6 M];F9.QKGUP00LX@"2,BYFI\Z`W>'=T&"4.DI.LX0Y>1*K4,=9]]E28=#):W0 M;8&H)%=ZTA'%8FXP`)1J9%NVUX/FK8BHU#MUB0* M->V&1=2T6XUTT[8'SNJ](Y-0X7L2<4T/A+AICU14L&E/;.AM6GO]]S".3]P':$CE<5>&)#;X'V.)*WC5XQCM1= M)E$"Q70KGQ@7*XNU_HQ:SOGR1*LN7.)H[SR9S+2=GB/%8MN'/H[(=VBBFI,H M-$O&).*I*]&H&YRZ%FSH;?+S0$Y)Q-7+"'&!^54%+MFPN<`5B;C``E&ID6[B MX6`P@B:NR"S4Q&L2A9IX0R*N\5:CW:VR;G/(^I,%X.$XW",^6"#9N]IUIDK45UZ%3A_*H"E]<4N,(""[:C`LNK M"JS8L+F&:RZP6;1A3Q3"]JH0=FS8['W/(9#W`]L1.EY5X(D-O05:XZC]NCO# M9[F]?Z"1M1SUW.V;"1F&IJHIBZC&,XUHKL13]HB,0C/EG$2AXF,2\<25:!2> M*1=LZ&UPM1B1B&?*#%%.!:H-OJZ[D;XDDU!M5R3BH@I$I4:Z:5LWV+85685* M6Y,HU+8;$G';;C4*M^V.#9O;=D\BKO"!$!=XO*K`$QMZ"[1'CZCS*U8A^4,] M9_=-(VL5Z@Z=K9R)5H57(1;QZ%$%TN[;3<>S#&FS\#+$OKV-HI8A%E$`"3E7 M%PR=3LO9)EJ0('2YD*+CC.VHK%RC\)*W9,/FFJRPP(+MJ,#RJ@(K-FPN<,T% M-HLV[(E"V%X5PHX-F[WO.03R?F`[0L>K"CRQH;=`>PR)R<4:0[_TN)QX5@6& MED+6PM1U-_8G9!B:O:8LHH:8::1GS_8`9\^(K$*SYYQ$H?)C%E'YB49Z,ZDU M-W,J*GA%MF1#;Y^?IX@5B;C``E&ID6[;7ENTK;T% M6I%1J'9K$H6:=L,B:MJM1G23S=U8WY%)J/`]B;BF!T+[)"G4,1XTU2J!O`&<^W;*(FK)&:((T9Q1L_>81/Q$T0'0NSKB.A$Z.S+ MSBQYP_?Z2V[Y,W\WLQ1RGOAS3@DFVM"XWIPBFB&*$,T1Q8@2C>@TJ=-QG]59 MD")\FJ*KQWMU&1:6DRM]-ZN%I_C*3?"$;(6."T0EH@K1&M$&T58CW4CMFU'? MV;K?D2+42'OT?$!T)%>JD4:C@7-&?")!0UEVX@J1E;B_=H8AO3B7O@IU18?5 M-["Z0WSM;4@0W,9:W>=^Y@IJ3CZ M#%'N*['7=DIVI%A,/H]J3CZ`Z*C MK\2>>P_]1(9-)=I9+LXAK"P//Y`MWV'BIK-"UL)?(\XD]^;K5+LR[&:((D1S M1LW>8Q+QLI4@6A#B)3!%E!%B7SFB)2'VM4)4("H158C6C)IKO2$11[I%M"/$ MD>X1'0BQKR.B$R'/PB_OAYH+_Z_-G^JNJKD%+_<&<:&0M_O7M6#ZO M!!2AX1Q1S(C;'IYI3+2*S@?$4TO.G+X@A9C:ZYG?'1W8%=5ZC^B`AD=$)\O0SCAYG\W,N`MKNKHM9TVQ^DX= MKQ"3MD(]1E-$,T01HCFB&%&":($H190ARA$M$:T0%8A*1!6B-:(-HBVB':(] MH@.B(Z*3A:P<$;MD=HZ* M:(8H0C1'%#/B(0L+9J)5XA_YDY@VO'AD06[,,VEWODM)Q%7)$.6(EHA6B`I$ M):(*T1K1AE&@6;9:95W7C-K.%=Z.?)EM`]>!>U)QXQP0'1&=+&1GKE@JK=G- M/:^\;CWM2#=.ZBIDKJ=:%5Y/642S^@Q1A&C.B/O#S:]8BXR5)4&T8%<40XHH M0Y0C6B):(2H0E8@J1&M&S;7>:)%1ZRVB';NB6N\1'1`=$9TL9&>:G=]/7)_LB[=V.C_;N-4J\5`M56&":(IHABA"-$<4(TH0+1"EB#)$ M.:(EHA6B`E&)J$*T1K1!M$6T0[1'=$!T1'2RD)T^[KV5\U)[_O7[*U\#*ZZ' M])S%(T>DE+/+>4LR<<969][(?3/&A%64>%-$,T01HCFB&%&":($H190ARA$M M$:T0%8A*1!6B-:(-HBVB':(]H@.B(Z*3A>PLD_O_YDF_L2Q>F*?4G0/S_+^C MD/G:1T131#-$$:(YHAA1@FB!*$64(2]TDB]-5''J*1N-K!=JC=K. MM7+[D2Y-6J.^U^;O]4&JS4=*&3UK4)6WRIDS=8C]^45LTZMHAI%&AF^YHAB M-$P0+=`P192A88YHB88K1`4;FAWI;%.5K*)J5Y8OJR/%;H/=D>'1>);;)T4: MF2LN(X[3G5JF6F2-3WSA':NH,A&B.:(848)H@2A%E"'*$2T1K1`5B$I$E4:> M%5?FO#7R+G08[OF=/3BODX-3G0FIQ-)87U%C'RKOXMX@],1>0]1[1$M&+4[+U@$7DO$546LL>ENP%WH9O5QILYD\I7 M%LN].+%8UAV(+_C1JO"O7UE$E9EI)/:LY8T$[YMH(C(3@=01N"DT)Y'(I$91 MS"(*(+$#Z/9&-^([1^ZSW607BB`E42B"C$440:Z1?=.@XSSKMR1#,P2X:;`B M52B&@D440ZF1[@:Q,8;O6:K(S(S`Z`8[[=R-NPMI5^_.442WWENO^ M[,);?QO06)0A&D[+PY@HQ%%$%.SLVF&\'+0$AEAN!).]59P6XH,(:2 MO.NG17PO*ZI(8T9@=+&==NY.WH6TP^T[>?/5G>WP73-:=6&VT]YY2V>F[?0P M\[P/)2+/#8/LG-!S$IECPVB2LRAF$75Y8A??OA'?371_Z+$@LU``*8E"`60L MH@!RC9RISKFR7I*A&8(GY^KF;<[[@EQQ'Y0:T8KC>=]/159F`$;[VBDG\O(U MYU%2[ISX*N3,=,[\/Y$WS61BFL/5B$G/=+6(FGRF[<3N]_G;=YXWB$0D$<:! MB:YVW2R*.4@J/R'G>J;U_"!R09)0^2F[;BX_8Q&5GY-SL]U&'>?R?4DJ,P1/ MREW1!@6[HAA*C<(_E*S8T%M#.^OZVK>W4?145XNHR1,[@,Y-1WRBV'FHJ5>[;VZ$@EQQ+Y0:Z5[POEJF(C,S`F->L;-. M#*+7S'52[LQU"EES';X#1#R??,59[ MKT-$5@VC3,]U.O!0^3%YXF&>V.5WA_(-4O;/=Q=D%2H_)5&H_(Q%5/]<(WNJ MZSHA+,G0#,&3T04&NN`U*C6C!P1^'5V1DEM^8<7+'U]R6OK"\J@UB:]=$ M(7NBZSEGSDE1F")ZDNZ(-"G9%,90:A;NA M8D-O#:T5MO>Z;?2SW%YA-;*G.O>=Z1,R#`WU*8GX'OA,(WG24*\N^-)'-F05 M)!Z)0B'$+*)&3S32([W3\UU1D%G#6%>91Z)0`!F+*(!<(]FM=1N,NNY%+!F: M(6#FD2H40\$BBJ'4J%YR/(U0D9D9@=$+=MZ)`%XQX8FGF]PS.XVL"0]?_J%5 MX:M8%E%]9^1=G5%X7E`1D<(>J^%;?MW%"FE`` M*?MN#B!C$060DW-[MG.O8DEEAN#).=5YP3XH,(:2O*M&\+V`I2*)&8#1OG;* MB;Q\3F\U,F_\,VJ>)J=: M).]]UNOPP'WB:\8JFB0B1'-$,:($T0)1BBA#E"-:(EHA*A"5B"J-/#?^Y=FJ MU8_A:YNSW)EWI8?SR>4,F)?;@TS=L4B?-2.5>1]R=X)K1BQ+[?`@EVQ M"!^U8Q5YKS12SS390U_N/YI#_T+*Z.U*(1JJI&\XU>/:'S4 MCE44>H2^YHAB-$P0+=`P192QH1FJLZ.4LXI"7:*O%:*"#0WW\*@=J\A]9?FR M.U%NYIF=^&OSM]H2-+@I9?:N0F'TX?#=1I]K.FK_QX3M641TCC8S,F6L4 M+#!&5PFB!7I/K_&>H:L(X\2>5R)KG.,C>[I`H:+*1(CFB&)$":(%HA11ABA'M$2T0E0@ M*A%5&OE6;KE-98[@"].PVM6RAJI"YU^J?WC[?+XE#*=,$[ED7]R59!'US@Q1 MA&C.J#E#8A:1]P31`E'*J-E[QB+RGB-:(EHQ:O9>L(B\EX@J"UGC4KZ:^!7= M?);;)V@:67N`^,@>&9KGSS!46425F6FD]Y[$]RKZ(_>YK(C,0@O`G$2A`&(6 M40")'<"@/1"OF7%W.!=D%XH@)5$H@HQ%%$&ND;,%Z-[<)4,S!-R.(54HAH)% M%$.I4;T/ZON&'YF9$1A=;*>=".`U:2?E3MHIY&P!.L]23N3K@2_.+BRB^LXT MTC<1IF'_26T"LN_F01RSB`)(R+G>@^RWQ(UK]R7,$&8LH@IRU$ M;KXF[:3<23N%K-ENY'X]<]+7AJ+:==L9,:G+4191F\\THMENA'<6([(2)32Z MGI,H5'[,(BH_LZGG.O;TF&9@B>I+NB M$PIRQ5MVI4:Z$SS/359D9)9O=*\]T[UN5[&/NXH:63/=J.?\@&:B5<&-]BFY M,N[N:B2OQ^M\PIML;,@JH\9ZKE.Q!T.(.4[J](2\3PVN""-&:8;0,J^ MFZ/,6$0!Y.3KD87[NVR87.'SDD4"B%F$?5ZHI$> MYZW1L.=Y;(_L&H;Z.?%3$H4BR%A$$>0:.;.=Z1X,Q5"0*W.V M4W:Z%;P/3U9D9D;0F'@B.^LE5G[SZT+B2;FSQ"IDSW?PZ:Z^4@4GFZD6B:?O MJ,UG&EV:[W0,XI]Z5C1JK.>[*T*(.4X*(:&HU%#ORT_P.2O<@B2A\E-VW1QD MQB(J/R?G]G3G/E-`*C,$3]I=T08%NZ(82HW"W5"QH;>&]HQG[AM?D7BX;RPW M\^7%@DC:NM/QP3VM"C^E3")SQE/>+\UX.JR&H:833XM"8SVF$'BL)QK1C'=^ M5M)Y=H^L0N6G)`J5G[&(.CW7R)GOW`<+R-`,P9-X5[1!0:ZX#4J-J`U\W\4B M*S,`8_#;623\BYFNX\G])9D,*<:HP&UXOL%2V08?$Y.1?F/*I[D'1UT['*DW17 MQ%!0@=P+I4;A7JC8D&,PFL'..[FK_8J\4YO@YO9L7R%[MG-WMB9:=6&VT]YY MF,W8CO(@0C1GY*WQN>-C%I&K1",]B,5O:'$!U2$UC&&=4G7T+P)-X5,1080TDQJ#;P/!U9D:*A"ZQY3#Z,\8IY["RW MUT^-Q&M?J)LF&HF;6X2FB&:((D1S1#&B!-$"48HH0Y0C6B):(2H0E8@J"]E] M(<[GK+[XI9OV`^G%Z2*%S%NW6A6\AS[5(NNF_BN>E?',ZD`A^V$I=SJ8D,H\_\<^U*[8 M^XSMN,-`-6=5,1>0]1[1$M&+4[+U@$7DO$546LL>E MW/YY13>KW2)STV6@D+7I@B^:TJKPI@N+J#(SC?2V2&4.+A?SM0R-J7P4?T MM"JX*3%E$=5W1MYI?U<\HN>L?A%)Q!+4>.(^9]?-HIA%5'Y"SE7YG>%HU(,? MB"Q(%(H@9>?-$60LH@AR^@M266&X,DZU5?!7B@PAI*\JU;P/BA9 MD<:,H#'KY/;0*[).[2998!(5JCL='Y4::,/0*)NRB-I\IA&-,GDORV[O MB(P:QMCY@F1.HE#Q,8NH^,0IOC?T/"E%9J$`4A*%`LA81`'D&MDSG=&9Y^HM MR=`,P9-S5_1!0:[XQ+W4B+;A/8^K561E!F!$:4UTP]?M!9[E]FFO1M9$AX]* M:55PB$U91$T^(^]ZYQ,SC@0-XTME'#OF86&TR%D4LXA*3\BY*GWD>6B`%*'B M4_;<7'S&(BH^)^?6'.=^<'-)*C,$S#=VWQQ#P:XHAE*C\!V`B@V]WE7*O7_^ M>G__,KU[N?OXV_?[IS_O)_??OCV_^?3X]P\Q6;5:LI5K_N;I_LN'M[>=[EA^ MJ4.$XQ[IM6E!![YO37^W6=QVQJ?SD/,+4,4X=/_WAG_+O(= M"[CMB&A]7-3"6XF.*$%\'0D]_=X198A6Q2.WXHC\U@T>$9M;8WD!C4?$'M=8 M7D?C$;&Q)1K+%X'8+1%'?.6(RV]QQ.=-[':-Y34VEB.V",=R[P"/B#W`L=Q" MP"-B*W`L=Q+PB-C_&^?>J,46DCCBBUIL0(@C/F_3WG`L?ZB#Y8B[&J(^OEX0 M^^2B#;PY(&*[]98S$4Y`8/>A.[ MN6.YSX-'Q*]1Q_*W:WA$_"AU+'_!B$?$+U%%N_D&FOAYHSCBMQF(([YRQ,]3 MQ_+';%C.7!R1/_?$([$X(G_BAT?$SWG'\I=^>$3\JG<>YMS[B MUZ#BB-]F(([XRKD5WFZ]1\0OI\<3KS?Q<^GQS!N!^.FL..*+0/S,4ASQ11`) M;_*WE%A3\;F.L?P8A^^(&`OJOIXS&8J/"H@CYVULYXCXAL=8?CD`O8EW]X_E M6^L]1WIB#A&_8<<4T)OXXLE8?E4!CXBO_X@V\/7"K;"Y]=J(3]*,)]XC4W%$?F7&5\Y0'/'5 M9RKJ([]7@3:1\"8_6X%'Q#=JQO+K%7A$?)AF++]8@4?$EV?&\L,5>.0T')]\ M?-JZ&1];OKX6WT<>RT\=HR_QM>.Q_'`Q'A'?+A[+SQ#C$?$EXK'\J#`>$=\5 M'LM/!.,1\95@L9+[CFR&XZVOG3>C\=:GWPW'.Q_?#\=['S\,QT>?_\-H?/3I ME\/QTL=7P_'*QPLQ7'W^"S%8??IJ.*Y\?#T_'8YO?7PR'$]\?"H&DL__5`PCGSX:CB,?GP_']+J?]X>?PISK;?OOGC\>7E\?OYSZ_W=Y_O MGZ1`B+\\/K[0?XBA]/Z?QZ>_SF?N'_]/`````/__`P!02P,$%``&``@````A M`&6H7.[$"@``VS(``!D```!X;"]W;W)K&ULK)M; MW] MX;1;E^OV]+0]Y*?LH?TKN[3_?/SG/^Y_Y.>OE]KV]NIW/9 MO6;'[>4N?\M.<.4Y/Q^W5_CU_-*YO)VS[5-1Z'CHV-WNL'/<[D]MZ>">W^.1 M/S_O=]DLWWT[9J>K-#EGA^T5XK^\[M\NZ';[[I]7?[M"[^(79'_>[1@?)['G?& M'7!ZO'_:PQV(9F^=L^>']E^6F]IVN_-X7S30O_?9CTOEY];E-?^Q..^?HOTI M@]:&/(D,?,GSKT(:/`D$A3NLM%=D(#ZWGK+G[;?#-B:T"+;'\^M&VH>/]T?7UH]X9W@U&W M9X&\]26[7+V]L&RW=M\NU_SX'RFRE)4TZ2F3?FEBW3F#07_HC-YO`LHB$OA? M1?+Q0(;*`WJW\OA$(&-E`O]_.A`+$EG"'SP<#N9'!?"9)'=E]B]$PVUZWC_?G_$<+IACHH)>WK9BP+-<"9QP' MLM>6(Z-N8,"($"Y_"9N'-I2'/G^!T?S]T1IVN_>=[S`$=THTN2'2%5-4B/$F M?&PC]%RT-SP0JTWO"*5AF=DQLB<$8^1!2,^(P$C2T9" M1B)&5HRL&=DP$C.2,))6B=;P,-%H#5_I_-?7_>[K))F=0;8*7R@,PBUWADDJ339E)&9)'W8"%52W].S,2]%&+/'C!:, M^&6IJK4Q,02E"*V7S"AD)"I+5:V-J%>E"*W7S&C#2%R6JEH;42>E"*W3JI&6 M1'$&H67Q4Y-UX:)G5Z%J>CF:*033,X8ZY\CC!1<<^520VJ8_,MHF(!76N.1> M(4<1+[CB:,T+;CB*J6!#J`FI,-14\](3*9ZG^>%&L>5\_ZIKR:=R>%;`*B<* MC>#QL#(&C<5HJE2P9I#*G(%F2J0-9]LV!L:<5!B#Q]&"(Y^C@*,E1R%'$4J*XT$MMGM94 M0V5%/61.Y2AA3+4@5;V[3R*T"CA:/2(3N*X[6'&T(U;O')$+WA*-4 M0_H(%H_[U1'\FS2KTP%*Q$0<`,,B:\.272;0&3MFFE7!ZI:8I_F&R+:-43]7 M%<)ID#@%M=FU2[KD2]ZKTY8R.FJ255OYFA2A&.P[DJUQ./EW!:WW-Z8^,Y MT4-)=8KD_;2TKN_,/@6)]0=HCO4/NEUC5"Y1TE1_2-;U]4X&*ND1'U($ZMTC%)'[BJ,U(G+? M$*IWCU%$[@E'*:+"7<^I./BJYO1S#\/R^$Q[AI*H3]F?BM[<016U.W^SM_@[7D=Z^.Q!<-YHHFD3;%E(CNT.P;,V75+SXK*I:= M.4>>0A7W!:%Z=Y];!1PMR0JS$Q*J=X^XU8JC-5FA^X90O7O,K1*.4K("=SW7 MXB3.S/7'-R_R/`\Z&48_L=2AG[YY,5[R3I6JLB^9$:+;9H-^KE1J]S#LCH?F M#M9#HYK54^U>5.2T,?*Q'*&`HR5'(4<1H8:;62F5NIG^H&];QBYOC49--[-! M$44>N2!4 M[^Z3",L%'"TY"@G5NT=*5(E]Q=&:K#"&#:%Z]YA$6"[A*-60GFN8TO_WN<`6 M+D:J)=*.^\9=8YX^B3"U`4=+CD)"]>X1B=!]Q=&:HPVA>O>8 M1.B><"0^UQ:-)5M&YEI^?BT_.#UFYY=LFAT.E]8N_R8^K8:3K!4!%QA7X(OROXH-P@T_@2_%;^HD-7Y#?\)GT7/B*[(9_'_QO%NB[\%43 M+S`9N&GQ:;@1T-IQQ3LO7F#CN.+-%[\0.VY2/'H93O'838H'-Y-;76BD6TZI M`XUQZX(_=N'-+:\:7A&ZX@4@O[)T7/$:D%\('5>\#.07(L>%-_,W^-B%5[LW M.-0M7ACR*[.1"Q^.^C^`US,8NO#R_P2%6 M\1Z67_$<5[R-Y1<6CBO>R?(+ON/"YQ+`.V5>X4\+WK8OV6I[?MF?+JU#]@SC MHUM,AF?YQPGREZMZ[/F27^&/"HHGH%?X(Y(,OH'KWL'2\ISG5_Q%5%#^6&ULK)U9D]PVLK;O3\3Y#PK=C]2U=SELGVC51A9W M:M>=1I;'BK'<#DFS_?LO64`B@7P)%%OSW5CRHUQ`XLT$";*J?OR_?W_^_=$_ M/W[Y^NG^CY\>SY[+XE]O'C[Y^>__'+^]_O__C MXT^/__/QZ^/_^_E__^?'?]U_^?O7WSY^_/:((OSQ]:?'OWW[]N=D_?__NGQ@A)_^N7; M;_2W]9/5YF8Q(_-'?_WX]=OQTQ#R\:,/__CZ[?[S:V,TLZ%,D*4-0G_:(,,0 M)CJOK3/]^7#GC76F/]GYR>UJM5S?;J:/@*KA<@[H3PXR?S);WJP?<`JV-@;] M:6/^A09CRGPU\XRL//RFS.@Z&_<)@'GY<9 M"S,//#&G"#(;^PE&^X\RP9&>B63JZ1(', M6*?#7SCQ%1=6Y4QD^>"S/V=!#7^Q>1?>V4\,>R^0C6?`4#G]A M[XDMX:EI]I>U8__^V_N??_QR_Z]'M"33E'[]\_VPP,]^&.+RJF$FU:TCL66$ MUH\ARMT0YJ?'=%2T0GREU>^?/\]6MYL?G_Z3%JP/UNC9B%%HL6.+874:XNXU M.&APU."D0:9!KL%9@T*#4H-*@UJ#1H-6@TZ#7H/G&KS0X*4&KS1XK<$;#=YJ M\$Z#.S>_/#%W;C(=@G-B8ZJ]_^'Z(8P@^AX",\8B`KG2F!LP2Y[ M#0X:'#4X:9!ID&MPUJ#0H-2@TJ#6H-&@U:#3H-?@N08O-'BIP2L-7FOP1H.W M&KS3X.X.B)M,GJJ['=CXLQ<(C!;40&#CU\#G-5J MI5;2G3-B->Z!'(`<@9R`9$!R(&<@!9`22`6D!M(`:8%T0'H@SX&\`/(2R"L@ MKX&\`?(6R#L@=W>(GB'":;T+YC70'MVW!-HS%VY/AIO==+<;'"\R9.T\,V1E M[N2'RZX=D#V0`Y`CD!.0#$@.Y`RD`%("J8#40!H@+9`.2`_D.9`70%X">07D M-9`W0-X">0?D[@X1SNH=3BMM25W48.8^T!?=+07Z2HMJL`Y%98DG*B![(`<@ M1R`G(!F0',@92`&D!%(!J8$T0%H@'9#>)\&)I_4A./%>87_[[=.'OS^[IX6! MKM!')F1!=U[F?FP($LZ'(70?SF6_$',2@TFC.]__?M*&(.&D&>)/FB,R M(3!IQF9)E\MNTE8K=9UQ<$9NTEQH)B='))!.EKDX8K-:;4.%Y,Z(0Y]=:":% M(Q)()RM='+%9::/*&7'HVH5FTC@B@72Q-S9+NOAU8IC/%^'\')P1'\41R`E(!B0' M<@92`"F!5$!J(`V0%D@'I#=DI(*'C?8'3,_%/)P?BV@.Y52OUK/P5._8BEJ) MFQ"8-#'B"3D@.B(Z"8I'S\2(H^>(SH@*0?'HI1AQ]`I1C:@1%(_>BA%'[Q#U M`0J*<'@2\I!I-EMA=-/&Z9Y=(OST>-C"=1.X4`6ULT;#'\X(9]D&]XWF\W4H MF(,-19NSEVW5Q79[HU;I(V?S.[[.=F(C/YLVRMC(CP1#RJW5DJYAW-'-]3DX MC\72"0LV2HVJ9*/DJ*I)HZK'8NE1-6R4&E4[9@3GJK-6B>GK.9!_>-Z00OV2 MT4/T.YBK-F70PC\V>C89JFXW//,CQ^%YAYMB;TQV=]Z&,H^3ASO'@_5;^4T0 MI'&T5@O?2D<_31E")D9.GH)1(G+^R M*'T*:G&,1V^F#*$5(QY"Q\'CIZ!GD\@I"$4W;)WIIT3SU1/R35_$#,]\M?P, M"MKG2D_0CAU]D6J![-E([FD.%J4[TU$0>F"/P[O*U`M7.EY$X:0 MV4@T3C[C.00,?![0`V\_5VI):QU2Q[8>WJ8;H4N\'B]+U?A3'^'D]L5%J"!D;R1#R24,XBV-\"`4; MI890BA'/?V417V9M9[.UNI"NV2O2W4V4CO!L>"-I:#?^@:STUMW.6EUI>2:4UV\.XL=GX(CH)"@^XYD8<:@< MT1E1(2@>O10CCEXAJA$U@N+16S'BZ!VB/D#A-`\;BCS-P^M=5U8VL_\8W(T: MM/:G>;F%E_9)Y(] M%-RP._D`P9G-3,K`)^/9H%*2Q)JVR]P\+F]!<,;J2E\Q1G1%Q-$/-OJU2RGG M*&/0-&K=-G_G=:B=T)T,D+B1LW*B42)Z\L2A]_ M+8[QZ,V4(;1BQ$/H.'CD^'O^]\CQAW(;MEL?(#>S.QO(S:"PO^E+R]W,.J8J M>\]&TEP.%EWK;S9ZI,`NY7WBZ*DA9&+$ISNWR#87NEM43QC.[)/*7K!1*GO) M1G("*HO2)Z`6QY3>)LQ!RY'\_F;\HB>@9Y_("0@$-[S=_`#!7O[*([Q\WV:,H1,C)S@.+BI;WV3=.9_CI2WN4V4 ML/$!EA*)\A99GK*ZT/&?$I^!@$R[L7O1BIC:F MCFP0*3DK0Q+[[@&SFR5&D(AT264%DHID7@(E477FIXY MP.3V8#-E"*T8\1`Z'E5L#GHVB)R`4(?^TX#A:C!]TSK'9P`6+>35_9V@^,G= ML]'6S>\!T9&11#\)BD?/V$BBYXC.C"1Z(2@>O60CB5XAJAE)]$90/'K+1A*] M0]0SND0/YW38=_8OU*=N=PZ?R=*+FD%KFG=7V:?5*Z"C217B:@*ZMDIDBQ4"K4(4,IL=7GQ>/K[B<-+,EHV!@6K$)T8?>%M MK+P6O[>Q@LML8Y5NN4=Q3&D'$F;BQPTVMRB=\"R.\82%-?*.L!0_3EA-2EB+ M8SQA@PE;1!V'\A?2I?[T0L]6=-)<.L9%$SQ&=&4GT0E`\>LE&$KU"5#.2Z(V@>/26 MC21ZAZAG=(D>SNFPL>?/Z??=K]IM1;\5V!U#_V9!;'^/P4F+!$5'$H<^NWVBST)P%JMO#7;+UB M-ABY1=1QJ&BRGBTBR0(!47\.!91N"A?S<'_-(O_Z0%#\U.[92*1_0'1D)(5U M$A2/GK&11,\1G1E)]$)0/'K)1A*]0E0SDNB-H'CTEHTD>H>H9X1-87@?X;]O M"I[!6=!275ZZ7BR7<=W*@R.)FKA#82`:0 M"4H,(-<#V*S7*[4K?.9(J1$4;"0C*`4E1E"%(Y@O5XO-K1I!S9%2(VC82$;0 M"DJ,H`M'L+S9T#04&7<4@. M4??4O0VUO'ROUT4Q!T1'B[SH)T'QZ!F&RA&=)10O486@>/020U6(:@G%T1M! M\>@MANH0]1**HH=S[6]1#LWHRLJ!6Y2T73U,\^6VA;_29J7?J=RQE7>1@>B` MZ(CHA"A#E",Z(RH0E8@J1#6B!E&+J$/4!RB<'G^W<9B>J;N-"]QMM&BX#'4[ M#BO9<+B4U8[]I`GM&5&A.K^1E<`D3#\?/X[%TM5^8B,90R8H,8;<6O%JM%YM MY^H#0&<.Y!^,'D#!1C*`DI'O!R>ALE;IDU"/Q=)C:-A(QM`*2IR$SEHE3D+/ M@?R#\080*I"N/]UB,*%!#.:JZ1LTK$!./_1MB6J[?V=PPO3@SN#"H/#)NM[XWEDK?[N( MD3Q'/EB4UO]1'$40GOSL%:$=J>@_$S]>(_-)"<_B&$]8L)$D+!%5G-`^IE8[ M.35[1"KK_SUR;*%,AEW`!\C$;!KZ M6XMTZ7V1B=_JE_`.HK4*>HF-Y?<2@Z[U$N<8/Y4G3)@ARBVR+P$M]-NL[!$I MN$MI%VPDI5TRDD.K.!.UN+@L:W$4*U2)/7Y)V+*?H(X3FJZE#ZUGC\BAA2(9 MM@9]D7S77N7";#`&VC%(M1C];HUU]/K)WB):([D,#Q:ER_`HCO$3?,*$&:*< M0YGMO/5ZJ5[=.;-!I`ZM>LPI\`ZN%#\^N,JB],'5XA@_N,8:>0E;1!V'BAU< MSP:1@POT0_?PH7[2-YP7\_!ZTB(2+9^2G:#XP>[92#;D#HB.C"3Z25`\>L9& M$CU'=&8DT0M!\>@E&TGT"E'-2*(W@N+16S:2Z!VBGM$E>CBGPXZB[@E3/@(X M?%V2NENP:.TOV:N-ODUE1^EQ>T0'BVQ'A\7QR"Z1OF],_ND8.O+$H/OA;'^.`;3-@BZCA44*QSO??,5O[R$'W59?C^I4`E5]8'W)"\ M1`A?=1$4/^0]&TD7/"`Z,I(>>Q(4CYZQD43/$9T92?1"4#QZR482O4)4,Y+H MC:!X]):-)'J'J&?2)G M,%PLJ%D\I`T,YNHRT:#@,M&AN-CW2VLD8C\@.C*24CH)BD?/V$BBYXC.C"1Z M(2@>O60CB5XAJAE)]$90/'K+1A*]0]0S&FD#PY:>ODQ\^`6`W1CT=J>&/8)A M=XKNA=W]M'YY8V>-@O7?^!$2/]C4/UA'VDD9GG&/7$6:*,,>K?LYN9K1E_7<:,^G71FD]0`"LG&=TVEH,0`*HYN#G\&5YL3CKZ13)R\ M%91(WG%R>_1T6:V_;[YGD\C1AUV%9CJIP&E/MI=#&-5M#`JZC4-RA%H7>QN* M[JWXS!P0'2WRHI\$Q:-G&"I'=)90/(9"4#QZB:$J1+6$XNB-H'CT%D-UB'H) M1='#N1YVQOQN<^5"TFZD^6W%(N^G#):`]H@.B(Z(3H@R1#FB,Z("48FH0E0C M:A"UB#I$/:+GB%X@>HGH%:+7B-X@>HOH'2+ZFGF8R+MG(VPWPL(9#S4WMCEZ MN[V\TWU%?K@A2I=LERZSO*P[?X$M$/?/4D3TTJ)[K!H,;/6P7;>+>=C@+*(_ MN(QWB/:(#HB.B$Z(,D0YHC.B`E&)J$)4(VH0M8@Z1#VBYXA>('J)Z!6BUXC> M('J+Z!TB^D[\01T_/:8_>&[OGHVPD0FGK\7W?4/-Z5W!=`70-^OK1961W$WM M$.T1'1`=$9T098AR1&=$!:(2486H1M0@:A%UB/H`A7,Q;)'YB^%W/;59F8TV M_ZF-1?2I6);.3I`T)KCNL49K\T1J.5LOU!.3@UAPY".B$Z(,48[HC*A`5"*J M$-6(&D0MH@Y1;Y$YH>$N_'!K\^WTBW1&36" M))9.V$HH,<*OTAO#`KTX9",4Q_,WOH- M^X).'_B-^F+%!W-$=$*4($>A[V8T:P%76P5G:#=SM?;-63GB/'\5<$G>S$1JD196SD1X(1Y=9JV`)R M!X?O=XW%TJ,JV"@UJI*-DJ.J)HVJ'HNE1]6P46I4[9@1G*O.6L5GK^C9)'(*0M$-FS9^RYSZ:8B5W>WQ+VH,"IHG?KL^._HBU>=^ST9R MA7NP*-V8CN(8/_Y1;;>EZO;V4+MW9_9*U+PYJ4T-DKE+]E( M3D%E4?H4U.(8/P4-&Z6&T(H1GX+.HL0IZ-DK<@I"^>G=O2L]#[?T5@8%'X7` M;]>W5E=ZG@WE]SR#T@5_Y#%$"L[V/!,J.81,QLEG/.?@IN!7\\4:OC:135+Y M"PD=ET4I1IR_XN`F__R&/@ZJO\F[9IO4`!J)'1]`*T8\@(Z#VP&L;VX6^I%9 MSS:1`02:&UYJ^JZ6=W$,;PLL"EK>?*'?EF#'5+'MV4CJ_6!1NMZ/XA@_KRG7H6KVBK2<2P$V;)3* MWXH1Y^^NY^_9*Y(_E!_E_S[Y#8Y*?@8%S6^U5J_9[X;/(5V]*[5&WKMO!XNN M-#]QC,_]:YC MY3=A%EK,WW'P>/Z>32+Y0_F11@/YI5?<]6"N1&=0T//PQQW8D8[:W2W`99X8 M\>D^(#HB.@F*1\_$B*/GB,Z("D'QZ*48THJ#VTN;U4R]WU>S0:2R;6`>MB>^QCUQBX9F)H*#'W=@1]]*S\>>C>1"YF#1M6LI.ZS( M0FZNY#EZ:@B9&/%LYSP$\X!NOE&7B6=V224OV"B5O&0C.?Z*DR?W]6IQE#G0 M9[=AH]006C'BX^]X")'C[]DECIYG(4Q_CI/DT90B9&?+IS#FXO'.9S]3CXS`8T5%=P>K(+"1PW M*B429Z\L2I^`6ASCT9LI0VC%B(?0C9('("0L$-F_Z\H$X0G'U&X&V/ MK0T*^AO^N(.U2OY4T9Z-I+X/%EWK;W98D1*S_H[XR'(BR2Y1?9&C=X_ MT%_:=&:G5/J"C5+I2S:2,U!9E#X#M3BF%#?A#+0<23\ M!P*#Y+[K[83ADQRZ]1FD6I_ZAJV==;S2^O`Y@?5+5_[16EVYM#/1DT/(9)Q< M^3D'M[^SH;__^\S_'BG\2QD4$C>NE%(B"XD>_9R/Y<,0!T9&1?/3B)"@> M/6,CB9XC.C.2Z(6@>/22C21ZA:AF)-$;0?'H+1M)]`Y1SP@_-D+OB#UH,3-; MU\'=H4'#'8*[=ECIGRO;7?+099>TR#TC:=P'B]*-^RB.DE%?K9S82!)FB'*+ MN$W?+F%'G9TB;=HV"'M:)%G)?H*J,-E\Y![/ADGE:C!PBZA3N6ZV^J?5>W:* M)`LJ?^-OE'_W^G.)$EYZ6Q2L/_AM^]:*FC_WM;U%_H6V1>EN>Q3'A'@P888H M1W1&5"`J+?(&7UF4'GPMCO'!-YBP1=1Q*%I77=DN;]6-0<]6_O(0_73QAJ[3 M'G!A?#%7LI%$KQ#5C"1Z(R@>O64CB=XAZAGA^K"A]A#,Z>6M@(=^NO@214WU$/CJ M%^FSHW31/2-OV;#HRK(ACO'S=6(C29@ARBU*+!OL%.FN9ME@(TE6(JK"9"/+ M!OND>E?6UCD7R\*BL_B MGHU$]0=$1T924R=!\>@9&TGT'-&9D40O!,6CEVPDT2M$-2.)W@B*1V_92*)W MB'I&(_W`W]S]_BL!W//=&!0\P-3?B+*S1L&%@/7S7M6P5NFU],@)_:5-+RPG M3)B)'U^,Y),2GL4Q/C\%)BP151S*[M>OX;*U9HO4T348N474<:AHLIXM(LG" MID!&#VD*@[E:.0P*FH)#\5.[WU@CD?X!T9&1%-9)4#QZQD82/4=T9B31"T'Q MZ"4;2?0*4"XM%;-I+H':*>T4A3&#;)_$;_7=M3&[O5)E?YSQA)<>\8 MR3JV%R3'"*_H'JR57;/'7K#F.)&US6R)LI'DSP0E\N=A_MF,UM:E?N[#D5(C M*-A(1E`*2HR@"D=%/@N+1,PR5 M(SI+*%ZA"D'QZ"6&JA#5$HJC-X+BT5L,U2'J)11%#^?Z8;N/&]Q]M$A]H#U`X/E2[%*5]3 MN+&;7G*^GUD4OE>D/V'%?M*$]HS\UC&R$)B$U^X6)^S%G3BAC"$3)+4`8\BM M%=]`KE?+F7KH+>7AE:5%P#X)?IF^M_)L01`=$1T0G1!FB M'-$948&H1%0AJA$UB%I$':(^0.'T^+N#-.=7?@SEUFP%^FNR1<%C+O+PY"^:[;SEO<=K0H:#3X M?@X[2FGL&4G='RRZUFCL($A_T3D]<71)F"'*+7)UO]47%NR3RE6PD>0J&"(I'+]E(HE>(:D82O1$4C]ZRD43O M$/6,+M'#.1TV^?@V9,*E>*JXTJHMVML0H6#X."Q<.@='\] MVEA7%@](F.$8<@YE^NLM_5BA7CS<(.7HZM?)?A6$DK?5@4;JU M'L5Q]+#M!:H=J;36C/T$Y8C.B`I$)2,9?&51>O"U.,8'W["1C+1%U'%"NFEW MT[_2KSGW[.B7=O1MAEM_;W%")\$]Q$N$\&T&03).3Z:7^=JSD?3``Z(C(^FP M)T'QZ!D;2?0"(I';]E(HG>(>D8CJX._A_C] ME8];B[<&75LTC%6P:!@4+!H&75LTG&/\?)WLL+R$&:+<(OJAS.$[F,<6C0FY M"@Q<(JK"7&.+QH1<#09N$74JUU;?`?=L,&G1&/8#'W!A8;L9%$SQ&=&4GT0E`\>LE&$KU"5#.2Z(V@>/26 MC21ZAZAGA.U@Z^\8?G<[N$0)-R`L"M^)5=_GM&,_6=GVC((%:J[>P3E8J_3J M>AR+I9>:$QO)&#)!/7)85+I&S:2]*V@1/I.I5]O%O"J%`>*#""X)-WJS5%]23KM0>8EC)(B MOE)IK:@1R1'JB=E;(_]!)J*CA.(]I9.@>/0,0^6(SA**HQ>"XM%+#%4AJB44 M1V\$Q:.W&*I#U$LHBA[.-0GB`2O)=C!7(7J-Z`VBMXC>(;J[&V'/1MANA(4S M'FIN;*MTTG>G;W%[E%'DN]/EGZ6(HM^=OGW8'MS%_%(,$GNVTJ^M/V.S&[_W MKG2'WGEFW`+V(^PPPHXC[#3"LA&6C[#S""M&6#G"JA%6C[!FA+4CK!MA_0A[ M/L)>C+"7(^S5"'L]PMZ,L+S/"WHZP=R.,=&EUX$TZ"7,$[L:@TD*H37^W=$X1KP@2=TNW M!BU=I]X!V0,Y`#D".0')@.1`SD`*("60"D@-I`'2`NF`]$">`WD!Y"605T!> M`WD#Y"V0=SX)I3#LX/'2.$A!W\L^NZ<]>KHM'9'(L`5YV02_VYI]P&#%-,A7 M"!.Y&L0;66.S]1\-+/7W5AYL.K+B:X(CHA.B#%&.Z(RH0%0BJA#5B!I$+:(. M48_H.:(7B%XB>H7H-:(WB-XB>F?19:I#"4H)S/K-PIL-]7W`!XY%9B(Q=ETX=G)VPC+' MDBERSXQ3G!V3<,4(*QT+4MRJ;Y"L/#-.43LF*9H1UCH6IE`GJO/,.$7OF*1X M/L)>.!:DV*@4+STS3O'*,4GQ>H2]<>6@)'D]PMXX1DG8^>T8?.?@):*2L+^'_5])V&Q9^TO_[,8R.9+="",) M6[OP=&W4ASQ(PF+'1TP2AB0D86`D87&6=8&^`SY\UX8D+':@5&>D5G$B="$B=X MDSB!D3C1F92(D)0(WJ1$8*1$=";9(239@3?)#AC)#IU)=@A)=KZWDIV_.R^= M\\GPB=MOOWWZ\/=)=TRS&]RJ=TP$1GW3V@DCT1E&5R@\\Z0Y8"0Y\"7)`2/) M.5]?;/%*<,^.T)#@(1X(#1H(#7](;,)(;^)+<@)'33CP37=-8T-]EICAM$*[K2SVJK+?9*8L2*U.ZL1 MA:$1O%U%FK,)[1=DC_W4#HF0C**92(^S;V&QOIW*1S3L2Y2>:,$KE)^&'N^5+=!E$9D$7TC%-% MSN?Y-)2JO M2')5:0][!C2[P8=`S,)NOE5W*E1JQO5:-W=6?%:HL@Q;S"\O+JY6R_6-VN.D MPK(VJ4JF^H+H5&#`J)R"C"1I=0M/Q30A']44Q*:B`D8E%.2CS\K`CR0YD]0! M4B%!<*HD&URN\JAN#!M^=-<5!_Q0*!6/9H5;8X:% MBY.ZTZ**,5;^'.F3OQ*J03\ M?_>3*?$/3[\>(G[[M"RXZ31,K1=JX2;U&[-KZX6Q6DAS(_T;EFYNM&0X5YER M/:6T9+AAL.:I#)PG,ZJ#*4FI#IQK/"E5`R2E<@!&]6"CF>8V6\SULDNU,"$A M500$IW7#>?)14ID8ECZUM&XXU_A14K5`4BH7Y\E)J5ZF)*5Z<:[QI%0UD)3* M!AC5C8T6/;54,^F$8>7,QIX67O^,XNSBI^YM+/.7#_IAS?!1QHX]4\O'P1DE M^][Q8N;Z(A:)'9`483XM\#D=N'!1W!I4(JH8S6+Z=.#G+HH;_TN'DH%?I0._=E%(WC**GIAWT31*O,/S%[_M#R]L3!&O M?6[CM_]ASY!NUH/VO]:_!$[J-697VK^U"MJ_9>D>19(V"<@UWBY.;$7#X'Z4 M,?.2DMQ-M'12DON$I*1Z=^R4_DBGKH,V,=;P3)@'X.%VU1P#SPS9M>6`6/EM0W2LV'IMD&:=J[QYDC2 M=L/@@B%M.T]F).XI24GASC6>E(0.26D9<)ZITGGR` M)$_#TJL.2=:YQ@^25`Q)2<;`2,?`2,C`2,G`2,K`2,O`2,S`2,W`2,[`2,^& M\:RO8;."]&U-(K.N)#\\`-/7(;/50U^^HH\-8`48%C95M<%,!6"L(H/E:VPV M8G60_&UTLU$QVVQOMRHVZ9]L4L+744GW&I'L+?)W==12?0:D>9'DZG[)=)\,AFI74:RL+/!6>02D1'I@K1B`K$(#ZHU6P^5Z\J4(7XF;RC4J4Q M/,KR2^/:?:9Y]!4\G:+_&>IB+F^6D^(=BXN3KB.,%7W.S-,\,-*XB\9VU-&! MD;+!EZ0-C'0,OJ1=8"1>\"7U`B.I@B_)$QCI$WQ)H,!(D>!+,@1&.@1?$B(P M4AWXDM*`D=3`E[0&C+3E^RI!40$$@OJNCP;.AM^=@JL-P^AJ@U5`.C/,VV\C M50&C3FJ875+FL^5:O\M/*K,VJ39-NH/HI#M@I#L;;7UY"^'V1MUYD`@GI"-9 M0FB2)3"2I4OG%QPVU9&DT(9(O)"!Q`N,Q&O#V:<>H]UU)*/7CBXK!ZD;@I.Z M@9&Z;;2PN6&;'4D*ATDU`!FH!H!1#=AP]C!O-RN]"T4U,9+2.TY5)<.CH(>T M7?/HB.J.I?^,?EYHI.TZYJL@W'BC`C%68=L%1@7AHG%6DC\PDC_XDOR!D>+! ME_0-C/0-OJ1O8-1VP9>4"XR4"[ZD7=L&7A`F,A`F^)$Q@U';!ER0'C"0' MOB0Y8"0QWS<4U'SL<>&2+I*OK.<7/W579UEP33M3F[N[F;62W=L]H@,C>Z4R MOUEM;]0.]/%BD[B"A4091Y7P]!X`2=>YB@ZUSDC`QLI+6C+SMKM)U5.2DJHG)"5Q0]*6 MF9>4%#\E*2E^0E(2/B1]PHK M254,M>2@8H9KZRE-?O#33=ZPL,G#;O#<6$FCI1JQ*-D#J$:"R&KUH-K0@:DT M-*+*L"ALZK`E%^3R3Y_=EN`PKI.1_&WDY%&0_,G,-7U=;*1[/622^)3`)/%4 M8-*V#DPRGA*89)P*3/K5@4F^&I%Z+4J>=U*OG\L_[TJVPQ,/O]$;V3YT^VUN M'IP$U\"6J?ZO]LBH_QM7KRE2_W?/8;@3D[8-2W=BTK9SC8N#)`Y)2>/.DY.2 MR*]9<0,U/^=*Q\J%8YAZ4FEPG&N\4.E^C%6GI*H@(!1!=EHX:&JVW&J MH)&D_J&J0J(+CJ"0KEW<#_:Z[QM&"P^?(2H/Q^*'3@5CK(*[1F14'2X:9Z!: M`$:U`/&H%H"1\,&79`Z,9`Z^)'-@I&GP)04#(P6#+RD8&,D5?*E_`R-M@B]I M$Q@)$7Q)=L!(=N!+L@-&&O-]E:!H^0L$]7V;=MT,HJNWB1*SL0Z)4WZ'I"6]&E=`K.% M2DR2]?]=7S:0>FT45X(D7D8R8$A/FK?7G;ZD04IFI)C@-9Z:28)3(3$429MXL5JJ/4LVD4E/YBA%BZT-^UH?A3YA>D)3+.J<])1!(-C:;'W'B(8GT;+#4+6, M`U4[ZU<@XT#H+<$PW7=I_4'[DW'$FTA[`^E);4*P@[/%0'!(RV"?;IZL_9,Q MY+G`09[.AH"#G"V&@*E:@G$NT@T%/IN,0^8"ZWE2&PC6<[88"&YL&>IDKXX2!@.DK[811C>D+[L"\(P@O1%]<+8%Z0OJA:& MJJ4O$A:&7J4OXA2&.*4O2A2&]&+?)+1R>F1"V_''.-QEJJ`:ZRL[J[TPY"., MI5T8\A&&?(0A'V'(1QCR$89\A"$?87@)BZF.X]B[NN!SW!7;:S^..-_26?6C*[UX5UAO]\-'_A+(ROO[N/( M)D;BB=6^)9L_`I\XJ;'!2,*8(6'82!@N$H:)A.$A85A(&`X2AH&$X1]AV$<8 M[A&&>83A'6%81QC.$89QA.$;8=A&&*X1AFF$X1EA6$88CA%6#*,0ORA$D`J3 M%I(DRUON*,GPFO&6.NL+\M$OC?&-8&&=5\B8%")0A2A4(1)5B$85(E*%J%0A M,E6(3A4B5(4H52%258A6%2)6A:A5(7)5B%X5(EB%*%8ADE6(9A4B6H6H5F&1 M[82BVPE%N!.:59*D6UZ>1^G>TFM]V3[JM;%A-17&.(0A5F%H51A2%892A2%4 M8>A4&#(5ADJ%(5)A:%08$A6&0H4A4&'H4QCR%(8ZA2%.86A3&-(4AC*%(4QA MZ%)8D:5"5*D042I,6DB2+.^DGR/)^@Y[E&1C?)%L6$(5,A"%J%(ALE2(+A4B M3(4H4R'25(@V%2).A:A3(?)4B#X5(E"%*%0A$E6(1A4B4H6H5"$R58A.%2)4 MA2A5(5)56+0ZH8AU0E'KA&:5)+V65]7/T6MIGUYDE4_DP?HY(0/)B%%DA%(S M0J<9H=*,T&A&*#0C])D1ZLP(;6:$,C-"EQFARHS09$8H,B/TF!%JS`@M9H02 M,T*'&:'"C-!@1B@P(_2745&?,+0G;%+P\H@6VB75E7>P477AGO,97[A^7U_E MCHMG98,8#84GM'0BP6!KH_(3,?X<=\H'N$C6F]G2C&:%(5IAJ%88LA6&;H4A M7&$H5QC2%89VA2%>8:A7&/(5AGZ%(6!A*%@8$A:&AH4A8F&H6!@R%H:.A14A M*T3)"I&R0I?'559)R^6EKFKY^=_I7GX/7);6QH:[4V==J7I&8-&&+P,YYU]B M0M`M&NV"H@WV.Q`DK1!-&^2ITWUS.:8/>:/SWL[2('2#/0U*5XC4#<8TS-.C?8$^#`13B`(-#FOPC7+BBM[,TV,)@3X,O%&(,@S'-Y9@^.HM9>CM+ M@UL,]C3812%^,1C3R*3AH=[.TF`B@SU-<5&GH=QI,2UO\JQ=3,W?A8]_[/0# M9NL-+7?9.1J]RC[9K;P$_T?LUMZFQ[_:NI$8:G>.29)NL92 MO9TEP5(2L#A*(?;1[L4K$]JU./'*:7J"PS/",W^L\7`-E.[ZC<6M2=EK[YN\ MDCX<\":VLRE[Z[`G>3=A[YV1Q#I_F,&/#GO$3Q/VV=DP[$O^O,N7V,XR?W78 MDWR;L)^<#4G.^0O*?X[M+,EWASW)+Q/VJ[.4)!7@M]C.DOSNL"?Y8\+^=#8F MR;\Q]E=L9TG^=MB38`S5$ON*0=)8=XPQHUUXUZCC)G*:'1"5;RUYMC$F)T;7 MX)BE7PTC;.TZ8WR-A6O!!0IQ@?3&!<)P@7;&!0IQ@?3&!<)P0>\CNK"RZ0@+A`&"[0SDA>(9*7WDA>&)+7SNA;(?J6WNA;&/K6SHA9(6*6WD7, M"A&S=B]BGM`NEIF8N^#`Z'Q+UK+X_\)08*]V8V$M9NR8#`&0=PZ' MO*4KZA:&N"4'WN9M*6<$79"A%V3)*$70Z95-@O MN!UIIU6#M"L;I&UH^](8;XO%8MV;37X6,+0S^:#WWMD@J[I")*\0S2M$]`I1 MO4)TKQ"5*T3F"M&Y0I2N$*DK1.L*$;M"Y*X0O2M$\`I1O$(TKQ#1*T3U"HOL M)Y05?$+1^82Z<":O2LM?PP\Z_\_#Z7_\^W_[G__O]7_\GW__C__%[<3=?XV? M?KJVSSY)`ZC38SH7K+9).'Z&,/28L! M6A=FTP/+5_3@B1@F[[38(R?&';&'),8I>Q)CGA@F)\9'.3$VBCTD,9;:DQB7 MQ3`Y,8;+B?&;H3"363(XL+;BX^+_]M__[[\=GDX/Z5T/AEREQIN6QZJ,-0TM M4F/6,?7]*?T%+-9=92XNUCQY:HJ)M974H=AZ',Z1'X?+W]'*:CQ3@'Y_PS3PR[-KNU>7DKJQ(6KXS/@%Y+?W>Y/US261P6;XU6 M:PI.E_!871CV'E,>[_*W[V'M'0EQN`3'XL*P]9#P>+J<\\D9GMZ1$6M+=+PM M##\/&7D/?Y=_TA$S[\B(IR4ZIO:>5D[):P:_[LDPZ0Y,GYL:'D/@Q]CY(D14](,(Z_-;NV2 MM16?X[6+QFZ5K5=7[.9=MV<5T_DP+`&N\Y[&L-V>I-C.NVXGQ7R2%/=Y3TN* M_?8DQ7[>=3LI)I2DN%`8-FS1VCYR?TIG\#AP1SY\*+'9++VG723FK&Q=3LSI M7;D]+BG'W),6XWG4[:?&O9UTTP\#>S`92'-Q2;$UW,>]Z%*.% MS[-/#90_M_O/]=N::[_TMJ:QN&U.?AZPM5IMFV\.UFBY!+^]-NM[:%H#WWD4 M7PT^.%H&_K@._,FC>.`OCI:!OZX#?_,H'OAG1\O`W]>!?_$H'OA71;\9:@^3 MC_?G_"&NW]=Y_K`(?0'^R]'R`OY>!\8U)HEXUY0JSJ[GK8)G&MN^*DQ3VLR4 ME-Q2CFN?L>&=V_%NW/`:&S:\2_XJYE>'UNS&AM=;V?7BG9JT/1:>6)'3!H]O M6I.5";%/;<40+/A[8V&'Q5.UW7I)QE,[DF(M2?K96$B*W_8DQ6\[DF([2?J3 ML9`4+^Y)BA=W),62DA1/>D^;;V973T[GJ6H.]Y$SL6]ZV$D$Y=#YVCB\O<(>[:\TB]O>96- M6U[ZT":74%NMW(9M6Z/E,HEUQUSCPS*>M50V@]AS3V#LN0J,+W-@++@G,!9< M!<9[.3`VVQ,8FZT"XZ\<&"OM"8R55H'Q4`Z,A3+"016U7>=X?Y=?O^.>59YB M&XNZ=HVULI(7T]Q*7DRSD3VYI9QDO\0M[01\V/K:47E\(WJY2R]\&'QM=FOK M\U9VW7A(&(81ADN$L;,)PSK"\(DPS"&,34L8CA&&/83A"6'L1\(PBC!<(0PK M"&.K$88_A&$&83A`&!80A@>$(7IA1>D.UU+W9E;SHG6%B#O"I&C6X1Z0'JY1]RHH0K?,%A1- M-[3<9Y#Y*C"*SX$1?$;HO:*^!J:I0?VK-!@AQT3S#2W'CPU6@7%$#HPA,L(/ M&6&'C'!#1I@A([R0$5;(J#C!V+96RIV2M;*Z%A]4UB;[=+G/?SU2UGS:S#28 M',+OI)!X=<2VUV:POP5C8->*8R M.Q0[WU_NT\M$3-/:;$S&U9!X1Z*S20C#4&/&AWQ`A9=VY,-2$AM/"<-40[ZG M4WY&QU0[\N$MB7,_%X]S9Q;/P0UKFTSY:M;/CJRM8.MGV5#+7V'+ZG7AE^ ME`RX3QCNDWBX3QA^D[ZX2QCNDKZX2QA^DKZX1QCND;ZX1QA^D;ZX0QCND+ZX M0QA6D+YL2L+0O?1%]\*0NO0MPG:X7?(B;(E7A*W0U5%UE61;3GRC;%_VE0'G M>G`\?"JCL?X'T(RN-2N_U#W;'.T&K3;KKS;9;"IJ6^[AZ>%REG/'_*W2^&&5"6MH)KR1,V&-(=-T M8UDEPC.:"-/D1'BFH7BJR>W1N+1BHYAMMI5H.CR5TV$I3[>UE<1$LSVD)]J6 M3O%:SEVL5IE)\O'A=$F2+'O(Q@"2"\MI<73AK$<8UI&^>$<89I&^.$08!I&^.$08FX?T MQ0C"\('TQ0C"4+WT9?,0AM"E+TH7QN8A?92/]]Z2;STW'7>+RL;'%?T%SG/K6OZJ='.M9]"U63A080NIK#^OG))= M47AKLMJ>T'P?@QD!T7M78XB^LN%1L^EOBUK/&_=QK5F\CS/$2A/$F9Z]WAY*,__OHLIWU_]>-D`& M8`K\8+`L0+UO%O[',7:^)_AD46+H+P;7H;^N0W^S*#'TSP;7H;^O0_]B46+H M7PWV.?I-T>^*_C`4H_UIL$?[2]'?BK#*+KE@%1.'UQ2G&%L*!J=L*B9YI)Q? MOF#+NM1SSV'+:BQM64G+7$'K>F/+:LW".O'&NJZ7"=Q2,]"U"S\+&\_T<9AG MWAL,6?%1;;C.BH]V9,5.FO6SP;"28[$6;MRVY#6V-8O7*@L$5M.T/QD,%XO] M:L/UQ6*_-KJ8-D\Q+M2LN+#"<+'84!@^%(81-2!&E(8X41A6%%:\V"-NBZ5X M43N[E,LW$/H*>[E/-2IFK)T'0<8B)4^6(U3UY'/_`/U2PN3MK+)Q.TLO'+FL MUG.YG>'&VFR]4N/&(5NZM<&&/9G9$,OM"8WE5J'QFH;&5WM"LW6M0N,G#8UW M]H3&.ZO0F$9#8YH6VK<"/-/0N!.D8F*CF"V*KKVFGJ3#/BWV\M8!1\78V?[% M7#5,V3>#09($BKE:.K^ZLM$UMKR\XJTXAGA]R53E6#::ZM;-8#W&'3>X=K3; MOQ6(83K;OD(&65L-KQ24X16/9E[`(,+8IB0>GA&&0:0OKA#&!B1],8HP7"%] ML8(P=A;IBSN$807IB_Z%(7_IB_Z%(7;IRYXAC"U#^J)Y80A<^A95.]PN>1&U MQ"NJ5NCJF+U2N."<0;8O>Q]]#9/W@A+Z7_]EN%T[/Z5/;#+BVNQPZW:M-F-7 M[Y,B?RO)GE&;M9<.Q[N'R^62]DM##/:/` MFL,H^%[,!SUJM38TW2P*YM51X-X]H\#0XRB.IW1\CKU;"_[9'`.&KZVB,'!\ MA>MZL`BT#*T>E],YO:QG36A-^&=S$&65J,W6OBG+1&VW'EA9.5K:-K+3Y7`\ MI!=V93=LK?AG-KBT)[*]+Q>7G3\[>"EQ\NI2V?#ZO;6#30?73KM:J^%G!Y6Q M2D@&U@1A+`F5A7CX7QAFE[Y86QC.EK[86!BVE;Z85!@>E;X84AA[I?3%;L)P MF_3%6L(PD_3%.L)PCO3%)L+PA?0M+G"X7?)B`HE7%*\0@7M`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`^Z]Q_Y@GY*41_!OG7GS?EUZ309&]G:1"EP9X& M52I$E@;YU]-<3NF0`:GV=I8&K1KL:1"K0M1JD'\]S?DQO3E"P;V=I4'"!GL: M-*P0$1ODWYXF_PH;PN[M+`W*-MC3(&V%:-L@_WH:7G"/!Q;HO;>S-`B^P:OR MDN++H=@_HOAZNC8JOK%!\<+0=V/#%Y'+G_"QN/9V=G&LKA(0>0M#W;USGT'Y M12_4W=M9$M0M`1&W,+3=._]D9TP9*>=D9U"9!=[)]F5-_W_B.SJD<$H MN\8&V0E#=HV-LE.([*0WLA.&['KG*+NT@B&[WB[(3@(B.V'(3CLC.X7(3GHC M.V'(3CLC.X7(3GHC.V'(3CLC.X7(3GHC.V'(3CLC.X7(+O9.LBNOW4UVY<,7 M+WRZKV_O1]$U-HA.&**K+/R"$TN=,"0G?9&<,"3G?:/BTG:&XKQ9$)R$0W#" M$)ST16_"D)OT16["D)OT16W"$)OT16S"$)OT16O"D)KT16K"D)KT16G"$%KL MFX16WINKT%[P.-]>P,?OM7JH;'B19*B+8/(BJ<4:[A0GO[K4XA_"NH@>>V=3 M$()4B"(5HC^%;+0*4:!")*@0#2I$A`I1H4)DJ!`=*D2("E&B0J2H$"TJ1(P* M4:-"Y*@0/2I$D!7.7B^5U^51CS<.:Q[:Z_5!=I6-'QW57T=J78>/MDVT6(/1 MRM3$,B@,V0E#=<(0G3`T)PS)"4-QPA"<,/0F#+D)0VW"$)LPM"8,J0E#:<(0 MFC!T)@R9"4-EPA"9,#0F#(E%-JYYC_&`I93_AL:N[=-#;V/Q5=,E?Q+HU:&U MXJG&7TBIPB:-)A^XLH3U`U>7I\OQDOZ8XNTUW6:B=WTTIN3W'?4!2NX/ULH^ M[G)\NL]_ZOUQG?N3A>A;P>>.%KF_6*N6^^'X>$BW#%_7J;]9A)[ZIXX6J7^V M5BTU;WG3[?'W=>9?+$#/_&M'B\R_>:OZ>:<'_:AQ4<-FI?_P_KYF_=E1[R>5 M_LM:M4M^NCL]Y4K_?6TSRYU,5DX0GK&0/]83A^%6M;%Q(==?"FK-;BSDO97) M_PV?9V>0?,EM_=3R^<1IK9JJM5F9&&_55F&;P%S"L-*0D9]B2F\+,=*.?/A) M8F,H[VE7B'TJ6_\I`1;RKET>>:7"29(4*WE/2XIQ]B3%/=YU.RDFDJ2X2!B> M:=$NU\\(YB_G^=W_^ZJ..$.3).:(@73#YG M\ITB."%&SK[#`CDP:M\3&-&O`J/V'!BQ9X36&QH+G_[\!;G'7+'P2>CEF"(* MO;S:V/$UXX_M>&,0?&7#!C'Y:8W6]=8&48.%OS='\Y6MET\T[UU[F7,9V2-J MJW&/\)Y!^WN2HGWONIT4!TA2+.`]+2D>V),4#WC7[:0X09*R40C#'BU:^ZNA MP_%\3LL5WMB1$8M(='8)[VF7B6\J6Q<4WWC7[:RO^W]>O+.S7!V]D\XQQ6G3[^P(A_%1C5Y\`(?$]@-+X*C+AS8'2\ M)S`Z7@5&P#DP^LT(^59DCW]/4DO4NY$GR;:=@8A]&*9B[G:\IS&4O2&ZELTWH!T8YT;69"*NX5DF*NWS MVE_9L/:?T]^QX:'::L/:U[*ST+=&7(.+2.YPL0O-_+_G'02?6"K3"9;8$QA+ MK`+CA1P8*V2$$QJJ[UOX:O3Q,V-X8)4%[>>0R+RAY;P@\U5@])T#(^4]@9'R M*C`2SH%1<$8(N*&->4&Z&UF29,OY4USW]][RMW.K8?UOYUMCXE0PM%N;W5K_ M:ZMQ_:]LO3XA:.^ZU+4/PX3-^N\]C2'V/4D1NW?=3HKF)2FB]YZ6%-7O28KV MO>MV4BP@25G^O:?&GJLK59+/[?]ULBJRVZ0 M$4;)B-4^(TR1$9[("/UGA-@S0NL9(?6,D'5&:#@C))P1"LX(M6:$-#-"F1DA MS(Q08D;(+B,4UM!R>T%F-)MMNTE?Y:SL)?JJ9VRCOBH;[L_Y8M1TY\8"[>=S MTP'::TAO%316F7U)S^GQ(;D9S;4F*_TB0PF.#KVG)42(E:UW!,3I7;>O"+U* M4@3K/2TIBMV3%!5[U^VD"%N2HFSO:4F1]IZDR-V[;B?%`9(4"PC#`RW:L*/G M]T#X8I)T=F\N&5BBA6&@%JZ]DSGQIU;C31_FF60,MZZCAY[RH?++/K%U#9/N MUAL;E^QT3O7JT%JM)/^Z-[*:OS'4GNXOCW+,^?;:9+:*M#?ZGMF"OK>@_>3S M@R$[6N00>9SOC^LTGRQ`C_E9T1=']9;U,;]V^KK.\LW[^_'$SXZ6:^WW=>!? M/(H'_E71;XZ&=?N8:%O\Y:0K M;B`W7NP\U9.Q8>-H;/A*ILZV%QI$7:,-7U^H#!G7=B'#NPE#O!(/]0I#KQ(/ MD0I#I=(7F0I#F=(7.0K[R5BX7C0J\1"D]$6%PI"A]$6'PA"=]/UCPE":]$5J MPM!6C)=64Q:[05`O7$U+F+R:5L8-BBU7K)VMW8UO$6S-P@$.RV?MVNY&GNXO M^5TDNFM-5DLS2NQCL($AQ0I#1J0X9IPMI#L2(E5-B%8E(5IMX>K)^FQ)W9$/ M*6L^M.Q=[:+1AJ039TPPR3I;@#4M MQI"T&*/%:X^F=Y13%^%)SNVUN!PDV5J\XUSUJ1X\C6MQ96&EQ"/.MJ>;M;BV M"FL3%A&&)SR:U1T'",,`TA<#"&,MEKX(7!CZEK[H6QAKL?1%P,+0K_1%O\(0 MJ_1%FL)0IO1%F<*0H?1E+1:&Y*0ODA/&6AS[IK68=6L05%F+R]=JW]KD2[^\ M^%:&GOO]Y#D]OB&UUO/&-]6U9OV&$*FU^.W8D4^!YH\+(CW:].SIKA\5]N0F M361884^%"AL:[]32IR(09LPF"P4BU70HLL5>WG$BTA@[+`CM1&82&G'N"8U> M5Z&1;HT2?W("G>X)C717H5&QAD:R>T*CXHW02=!,ZR#H6T(N[;.0*QM>U;(B^#U9$;QWW<[*.JU96:B]JV7%"WNRX@7ONIT52VA6EG/O M:EFQR9ZLV,2[;F?%+9J51;_"("<,/HWUU*^C)K'QL!2VT/S[@F8:&K2`?(N(9 MFOG&$R?UNE[C%DV',UILZM+[YI])PADQ=EZ'L(2&1OY[0B/_56ATKZ'1^)[0 M:'P5&G%K:,3=0OO\H^V&EO./MF.V./])U.5H)MY`%U'ON9&N1SKCC71E0^;+ M14[:N5V^^N'6-E&;!5^C],K8)LJ/:A[2O13[0_OO<7_(^F![Z`,(2O>NQI!Z M93>W!^_:59NS(GC-RO;@72TK)MB3%1-XU^VL>$&SLCUX5\N*/_9DQ1_>=3LK M-M&L;`_>U;)BG3U9L8YWW&==;KD((PH#GK^5UWS M[;.Z2U0V[!+YZX#9)5K/6[M$;79SEZ"9K[U9Q7BG)[,JXI,]H=D25J$QB(;& M#'M"8X95:%R@H7%!"^UK*R9H:(B6?Q0#$\3_'M?6Z]Z&_&N8],#08B_W-J0> M8^?Y1^,:&HVWT'XE2+RA(5J^$I0>_WN\DJ3Q(4A/>F+WH0A-^F+WH0AKMAW$-3Q+AX@EMN- M%[WRKF'&6VMCXUW(,;UF?&7-UK\)\MJ:L7UTA']-G2 MM]YH>7=BK>)/IKPW./YJ7;ZH#];LQ@V+-1NBY:7FD[6*`_EL<.@J\_'%FJT' M\M6:#='R0+Y9JSB0GPRN"_.S-;/"/)WR5W!]]R:KLOQBK>(@?C6X'L1OULP& M<9__CNQW;[$:PQ_6*H[A3X/K,?QES6P,1_X:,__YY]_>:&,8R+"<.,\3RNGNU/&,Z3>-A,V$=C M8<0X2')@(.F+6X1A#>F+$83A`^F+Z(6AF+?H6A6.F+/H4A3^F+ M%H4AO=@W":V<"&6A/?L.^WA7PN3-HK+A#CM_+H"]HO561K:* MEK*^M3\?[H[IO0_:',:3W]18A'A[B4YC'TF+9MO@EK>?R#B&R>Y"T35*3(VD M8Q])C;SWI$;Q,4Q.C?@U->IOH5>[,WZHK?QO>F:;P"HY3M'D6&5'F_ES5[P3OZY->$M'@+EVC`"[U5;VH:>G2_Z*!=Q'$\\>YCX9L9R; M92,>PJ\Z[5WQZ_G;N.+',[GK->,[9]/!75MAN]J*1QF[[<=DPG"51[-V[R8, M)TE?W",,JT@\_"$,>TA?+"$,_4M?1"\,S4M?%"Z,%5_ZHF-AR%CZ(EIAK/C2 M%U4*0Y32%PD*0W.Q;Q(::^@@M/7SYO&NM,]+>V/AHR_>KC/D(^V0CS#D(PSY M"$,^PI"/,.0C#/D(0S["D(\PY",,^0A#/L*0CS#D(PSY"$,^PI"/,.0C#/D( M0S["D(\PY"/LAQ]F\,<99&W1[DD+29+EK&AC[;NESM(UJ[.QN_Z+J8Q)(6-2 MB$`5HE"%2%0A&E6(2!6B4H7(5"$Z58A0%:)4A4A5(5I5B%@5HE:%R%4A>E6( M8!6B6(5(5B&:58AH%:):A46V$XIN)W0JDA^R2I)TRXE1E.XMO=83IG%[KJQ_ M)H2!9,0H,D*I&:'3@-)(RXOW.-+Z2/GL+VCDQXPGEFNL+_Y<@[/E'49K-7Q% MX^62[N&XUM[.;C&X6D\!2Y=;7M+^(Y=;`N45IK'A[^A)Q%&-CPZ4)X](J*^\A^\WM)7UJB2OS9N'"8KCQ MP@[S=Y?/%^DU4*I:8]%GCL)%I&?"UT>+-?PDB'Z+:&S7+]8SB$*+*(8BWE@Z MKNWS);6G?5SO53CG*KPZMJ[#>ZSP)-)N]GLK&_Z;T-/8VY&E^I7'H2C,6]=4 M'Y\&!99IQG##4Y-\(^*QM>).PR]\/G[3OR/AWJ[/DY#NZV/I;WDORVBM.U.?VC6QV>E]5961BY;&)<9 M6;JVG M]*=!7.!&U'2MY>X@7FM^_;KK-[&.Y5,8>>MH;#Q"R><9S$'M>LNQWBK,0F7C MQ_WR-TXR$:U9G(_X:B1-2+FMB!-RJ_BE?5ZK*@MO<;E,9\M:UU;QD-)Z!L8U M>32F(UU`N5.(%_#"BK8;CD'4E0T+1#X^XDI;SRT!FE%IYJJ?K54US(U/&ERS M>9BP+J9)*7<8JTG9^<[IT.Y4AEFI;*RVLWZ-87`V!;75\,ZI90B,:GLTK7:Y MP\@7]ORWVH=VHS)<5[NA06I]@A_2.D.Y6]=BL]Y.U^7:;#BDFU6]-EL?^3$C MDVAA?L?B'^>W6OT>S]A'R;L MXX1]FK#/$_9EPKY.V+<)^VG"?IZP[Q/VRX3].F&_3=CO$_;'A/TY87]-V-\3 MQ@L%+=(/41Q6]1]>S5HF+23EEAO1O&RU,X`;&^ZQWL,.=Y"-G<.OMA^5,:+: M-[1#G<)0IS#4*0QU"D.=PE"G,-0I#'4*0YW"4*V3%I(ZBS/!E&=MR19GR5&238V M2%(8PQ"&)(4A26%(4AB2%(8DA2%)84A2&)(4AB2%(2^Y'6ZL0^Y'O<*7^TD5+48#2S!)1"&*401BF$40IA ME$(8I1!&*811"F&4HK(Z*:D4Y5G(2E%NT&\INSX[C7->V;EOY\RYLSZ;X7ZL MW>^V5N5GM7W.+_GKW)GS&HQF8+30ZB%]DH_">#-+ M2F$\@3$*XRR$2TDIE4<+K?*'QJB>-[,$5*^R.KVI>N6I[SG5JT^)8_4J&ZLG MC'6ILE/_#5D*(PPS2%\*(XPR>-\X(^GE-V7P9C8CE$'"409A3+KT98:%,<.Q M;YKA\M`99_B%2U5[!(Z/4\?*QHD7QL17%E8<)EX8$R]]F7AA3+SWC1.?7LPS M\=XL3+R$8^*%,?'2EXD7QL3'OFGBRR-NG/A;"U-])!ZEW1Z3A\W`6;CZ9%?F MO+9"[+T5.]KXS2Z4P9O9'%$&891!&&40QIP+0^S"F'-AS+DPYEP865ET>I+^F.:8/:'U@P!]&:I%67P5C:_S+DPYEP8<^YL.P-5 M\%:6@2H(HPK"J(*S[0S4Q5M9!NHBC+I$-GJA?)+].76YMD_O)1HKU>\3GG\C M]=71NL:[(-VW9ZU81;,]6C/^*7]7=[E_.,O?UGE"[LC[N)(0WGFKU;#>3UO) ML#Y8,QO6X>X^OR/^:&VVSCZN]R^?O-5J6)^GK6187ZQ9&];QX9`_S_W5FFR- M*JF&43U+-:5]5DUE]\,%/J9/EJ*:VJPLYYM%?!U:F1/>3-C;"4,`.S(@`&]E M&:BV,*HKC%HZV[X&:NFM+`.%$T:E(DMU*0^?SUAE^6R]UJ6R"UE\PD_Y^_ZH M2^L:FTW<[*WLFJA+9:=ZH,3'FD9O4Z36B7]\!#DT9?/0VZTHF[>R`5"VRFP` M^=JH8>O$/YL#H*H>>KL55?56-@"J6AD#"#T?TRT`A6Y=^<>'L7V8=%\>BF/M M7W8[>0V3K5J?MR_#L]1CJAN2J,UN6;6VNN\?(T,2E9WCSJ[?4F[-Z-HG9"*, M'<-`&#(,A+%G&,C#NVX/`WGL&`;R\%A!'GN&@3R\ZW08:64HS^E1'3?N>>O9&<[W:#8;^-S9=@;**=$HIS!JY]$L M`Y5RMIV!2DDTC"R,LG@T,J0BE,?M6(076K2$R19MK+N*VC36WR>Q40JC$I79 M>CA9D%NGN!!-?">A*8LPRC*FFRR_.])1-0E-C811(T\7JCM9;"=)%XMM>:R/ ME;QEI_H:8'B<*9\EH(RCG9R%P:9;5HK86G7K4$1AV,FCF=BQD[/M#-1-HE$W M8=C)HUD&"N-L.P.EDFB42AAV\FAJI_*('XOP0CO5-P5C;2H[]9[ M5BHAC$I4QO+<'DT>].^EK`VB\ZU]XBB)3F6$49DQX^'N'NZ?T^U$4;ITPK8SES4$LY2T_U3<-8\TJ&_WD;'N>J6)K-?A) M&'[R:*8`_.1L.P-5DVA431A5\FB6@9HXV\Y`E20:51)&63R:^JF\)GA.$>IK MA;$(E9W8!%W8]WJ^]?=RG[S\UANM M%H]WUBJD?#]A'XRU!?)P.A\?'U/*C]YHE?*3M0HI/T_8%V-E30J3EI)^]68Q MZ?9-0#G/<[^4%U(W%JUK^US-$H./Y>+*,#!Y"V)=HU^44Y^]WC(GZ)FQEN;*"/=W34C-:@]0T9J,&1\Y!.XA_3H M34UV9*1*$ITJ":-*+=KHEO0.EL)-DE)-?YV3:ED>5V,M7W:W5LY-\L-/8\,K MJXN^G["NW1R4N(7KC!*W!^OZ;OF)UZ7YDXB4N/5C"KIOTXTZ-I/HE%@8)1XR M'NX?RO]\'J\/T=1X1TIJ+.&IL3!J7%EZ!Y5N&ZGQ).FBQN79-];XUHI8GY6' M.XARZY`?BSK;GFUJV7K&VSAEU$XR4"EGVQFHG62@=L(HE4>S99C".-O.0*DD M&J421ET\FMS&E4\Q#T5XH=%*F+Q;538\%EW3L8/U-9=*U':!X:K*;-<_WY_O M#TENE*8UXI^5K20\I1%&:5JT>F_#9U4NY\F-1FO$/YLIJ9Z$IU;"J%6+-BZ= MZ02<\K5F_.-)%[8JS\#/L55]9AYM%9^CKRO**^;#K-9'D?6SG;SD#M)!JU$X:M/)IEH##.MC-0*HE&J811%X^FMBK/L[$(+[15"9-M MU5A\>8?'KNWZQD0EA&&KROQH[WAY.J?;1TK3.M[8K20\I1%&:8:4]Y=?&:*PZV+)JRSL3%3"6;]6.43':;59V\#N[R^G2WZQ M0;5:H[BPYR65^GE&&QG5?MFUOCIV%BXB M+62OK17O2:SGFPE[:RQD>!?8=H;WUBID^#!A'XV%#)\"V\[PV5J%#%\F[*NQ MFF%\?./O ]>F/=O';-]:@/_>&O(ZB',&9?&+,OC-D7QNP+8ZZ%,=?"F&MA MS+4P9E88,RN,F17V;<)^FK"?)^S[A/TR8;].V&\3]ON$_3%A?T[87Q/V]X3Q M5Q0Z"?R-SP3.I,`WA@PMDSK+JXBXB]R29'UU,6SEY\;Z'1?C$,8PA"%)84A2 M&)(4AB2%(4EA2%(8DA2&)(4A26%(,K(TG>6I/TYG7HGW_:7VN;T\Z!LPY:YL M^"N*SK87,>:]]BRO"WW/.>6O/J04WLS6:THAC%((HQ3"*(4P2B&,4@BC%,(H MA3!*4=GL@[/EKU.'4MQ2=GTQ,"J[LN'CX->X__HOL#Z;^4:%.:\];_T516\6 MYKQV'?Z*HK6#;2>E"M.DZ?4CA?%FEI3"2%(*XVP[*:7R:*&5_A5%;V9)J5[M M6J?2\P5J^RL7K"J%5EO+&SH6$&89A!^F(&893!^\892?>: ME,&;65K*(.$H@S`F7?KB#V',<.R;9K@\L<<9?N%251_\QXFO;)QX84Q\92Q, M-@-,O#`F7OHR\<*8>.\;)SZ]0V+BO9FE9>(E'!,OC(F7ODR\,"8^]DT37YZU M;>)W_'G7N3V;#YM!9>-FX"QU>:,,PBB# M,.9<&',NC#D7QIP+8\Z%,>>533>#\AS]G#FOS]VCJBN[]5<4Y]:,P?@$3_8' M;V5SB?2%,>?"F'-GVQFH@K>R#%1!&%401A6<;6>@+M[*,E`78=0ELN2%\IS[ MG+K4Y^*Q+I6ED^!T"L0=:>L:[X(F=9FTFKS2:,':R\/3F2]83\L,I6NAN%O< M%`+%G"3,PZ*8DU8R+.I;F]FP3GR`2DX\+=1J6"A@DC`/"P5,6LFP$,4P++Z. M/I_\HI$6:6-4HVK*D?1S5'-MGYZC&TN?!DDO@%\=6S->>VT7\75H94YX,V%O M)^Q=8-L9WH=6EN'#A'VWFWLJNB;K4I+QAN_ZP6/YV.HK41K4AQ>N[:LK66JT&0-F\E0V` MLE7F`TB:HX:MTVH`5-5#+ZOJK6P`5'480+HOI<#K]*GD#'(H^TKK<<6H/QF6:;!Y106;E']@3\<<#X\0'TX%U[L[P4HH?::CD, M]."Q;!CH8<\P4(5WW1X&JM@Q#+SNL6P8J&+/,%"'=YT.(ZFC/)X_9T&HC_/# M]GZI++R\955V-AW$U:*LRJU5/"A21H$]FLT&Y72VG8%R2@;**8S:>33+0*6< M;6>@4A*-2@FC+!Z-#*D(Y2D[%N&%%JT/ZV-M&NNNHC:-]8A*8LPRI+2Z:J[(QU5D]#42!@U&M+I&KM.E@I8'N)C`6^\ M"[G4A_ZQ4I6-+G*V/<'4KK4:7"2,Z*+Z7F"L37M_T!_P<5%EPW&K,EQ4V[6SU=/Y MD0_`R0;6VG!Q*R-)1BHCC,J,&4\/]X_I#2.5VI&1VDET*B6,2@T9>7PXIX>[ M_\_:F2Q)CNM8]%?:>O_2/,(]PB,6OR3]"7HC'[HC'[HC'[HC'[ MHC'7HC'7HC'7O9:`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`[T2A5 M>&M7=$U;CD"IQ!NE$HVZ]!'2JEGN:?LB_&:CU5OC_N+C;-KP0FK5NE622IA= MI]%5IOGG$_AN73OE.T\WZH"MMA=E0T:VV*O;Y/&C:<*-T#FT928I9K8:V$HVV"F\. M/94*;3D"M1-OU$XT2A7>/`*%"6TY`J42;Y1*--HJO,F-TKG5J'9-HZU,JZ>.VX>;A],IX49IZL!^%<_K)\42]Y1&-$HS MA#QQ1<*/1H^;'=1J1TBJ)^ZIE6C4RK1TMDK['91O$G2EKBH5VG($:B?>J)UHE"J\>00*$]IR!$HEWBB5 M:-0EO&E;E=OEO@B_>;:J=]W#VFG1:1/09IUJAM9&2!04!14- M;24+BEP#4-=VF/DS#NH^R6.E'\OM]QH*.S^?.-MM_+C$UEO[_O.):K=U56DC MNT\/0$$T*B\1Z-/0NFE*=PE47KQ19M&H:GCS>E'#T)8C4%7Q1@E%HU[A3?KT MH=_MV'%I?[%/BZ5K[7?)G]^J]F*BO9QHKR;:ZXGV9J*]G6CO)MK[B?9AHGV< M:)\FVN>)]F6B?9UHWR;:]XGV8Z+]G&B_)MH?$^W/B?;71/M[HO'-A!:8;R8F MX@P%OID8+,<;G8>R_Y#7B^/#D_)FX,:I_#(TTVG;&;P)6EY(^5=ZMD%Z\?^[ M5GML:V]*KMPX]\EM951OM/L5E3\WE*ZKF+EJ1Z=V*V]Z:$NR8>9K!5,I&FTE M&FTE&FTE&FTE&FTE&FTE&FTE&FTE&FTE&FTE&FTE&FTE&FTE&FTE&FTE&FTE M&FTE&FTE&FTE&FTE&FTE&FTE6FDK%7LXO.K\N:&)96(AD5NV%GIRNRNR+8AM M5V(X\SZ8QK=/GA,IB49&HD&G:-`I&G2*!IVB0:=HT"D:=(H&G:)!IVC0*1IT MB@:=HD&G:-`I&G2*!IVB0:=HT"D:=(H&G:)!IVC0*5JA4T7H5'&&0EGT>\M$ M9]E@Z>G<0M(V9$8DJS8@*1IIB`:2HH&D:"`I&DB*!I*B@:1H("D:2(H&DJ*! MI&@@*1I(B@:2HH&D:"`I&DB*!I*B@62OI7*7#9F^W-UB]'___3___M]]'_(] MV+[.2(%IP[<;U0ZM.[NF"W:XL)'#AWSG0S(#E3#SE0]41`,5T4!%-%`1#51$ M`Q710$4T4!$-5$0#%=%`1310$0U41`,5T4!%-%`1#51,FWU;\E`V?WI4ME:& MNEG4;QEZ, M:S`A&DS$V!;B=$X;VF`29NX.3,0=F(@&)C&VA3@?4@C("3,/`3GB#G)$@YP8 MVX6X2?,)3&'F(8!)W`&3:,`48UN(FYNT*PI?8>8AX,LTBHV6EJ*RB74-7[;I M-:XYIIG[^G#K031H,FWX.NQ\2#<#T!1F?@30).Z@231HBK%MDLZ'-$G0%&8> M`IK$'32)!DTQM@_1[I@N$P!-8>8AH$G<09-HT!1CNQ`WJ>V@*[!AW;-QO1,6U$1S30,6U`Y^Z<)AUTPLQG!'3$'>B( M!CHQMIOT0]J-!YTP\Q"@(^Y`1S30B;%]B'2;"SIAYB%`1]R!CFB@$V.[$#>I MQT`GS#P$Z(@[T!$-=&0LZ(@&.OW8A$[9DG-TRG7)UEG-MO!&=$P;T1$-=$P; MT#GGETU`)\Q\1D!'W(&.:*`C8^%$-#B1L7`B&IS(6*`0#2AD+%"(!A0R%@)$ M@P`9"P&B08",A0#1(*`?.Q+PV.^\%@)^[Q+XXB9M>55M`$.U%[=52Q>\Z661 MEYU9`T/=O7:[+NP;U[IOT-].M'>N=6/?3[0/KG7^/DZT3ZYU_CY/M"^N=?Z^ M3K1OKG7^OD^T'ZYU_GY.M%^NF;\$1K__N6-I>*P;F/T%;]7L>KI>D#2M+8SY M&19,F+=AL9A\P-[,.B9BJ&LP(1I,B`83HL&$:#`A&DR(!A.BP81H,"$:3(@& M$Z+!A&@P(1I,B`83HL&$:5:TQ$39%KSB=/%8[/.J8-KP@?W=?;JF>GY;A_(H M=163ZJQ!QSHAVJN)!A-B!Q.BP81H,"$:3(@&$Z+!A&@P(1I,B`83HL&$:#`A M&DR(!A.BP81H,-%KB8FRFW8-$[;[-EQ"/)HVO*B+)R5"LR M#BMYT@TE9E9^T;29Y9B`,_&68X)29.9+#BA-1DH>T+4G#X";>,MY@*#D`8*3 MD9('5.[)`U`GWG(>H"MY@.YDI.0!S7OR`/")MYP'R$L>(#\9*7G0!7ORH#$F MWKH\4JN4G;!C%OW3'?CE9$]C1!I=8XA&%]1$SI>GH\>[M"<$_]5@+1S\BVOX%PW8J[?Z M7`'B/]F*':M/5)A>H8NCRI4"U!H5HT$*[>_"C/^7?Z MP7<]8,*W[([V^)9;A5T?&=YCY$>$8I-6S^GP'(,7:XR+$M06(Z1'A26]P2% MYQBZ'!2>)2@\QT@/"L][@L)S#%T."L\2%)Y%@V?35@H*T.L1$]!E.[8'>F/W MX]&V;T>,31O68_X&K6!L9EOK<74VK,>FK2\=D!Q#EZ>:]3C2\%I"LFB07+W5 MI>/AE';X@'A'/"`6WT`L&A`/\?C3*:=3VHV#X!T1(5B\0W",]*.&8-/6IQ6" M8^CRM$*P!(5@T2"X>K-IY2!O\UN-$+P>,1%<=H6O(=AVD4>"34L+<=I^82&N M0S<6XK#RJ68A%@U<10-.T8!3-.`4#1Q%`S[1@$\TX!,-V$0#+=%`2S30$@V. M1(,:T:"F:K?QM`YJ3%L_K0!.#)VBFL`I>\+7@&-[R",XI@T?/Y[S@S#`,;.M MI<^LAI_NJ2/7>Q268NCTP/U2--)P,J$K1KH&7::M!P6X&+H<%`0E*`B*!H+5 MFUW_/N1=<7C<$0Y"Q36$QD@_1@@U;?T8@3:&+A\C&$M0,!8-C*NWA6,$X/5P M">"RI7T-P+8%/@)L6EKYTJT``->A&RM?M6J=R\IGVGKG`G`,79YGEL=(PPL) MP#'2-0#>$Q2`8^AR4`"6H``L&@#7H/P3MX/\8;#Q,@B,Z]#^>KM_9?_2JW`L M$>`XAOJAPK%IZ_,+QS&T)9>O\N%8@L*Q:'!<@_+/\J%"HY_PS#,_=;'V9=JM^F79M?35YY6;E#T['O.4JO'8KTO`ROW&M M"_K6M?6@[]QL->A[M^J"?G"M"_K1M?6@G]QL->AGM^J"?IEH7UT;_SCG(5T> M?PNS?GJEM;Z[61?UQT3[Z=IZU%]AMA0U4L6B?3P4^XRS:?TW<6ZW_JU- M6'7?Q$TT0)4(8"D:6%:M^0-+T6!0QD*<:!`G8R%.-/"2L<`D&C#)6&`2#7)D M+)B(!B8R%DQ$@XE^;`*`U7``X+>>-A\/Q4WFHFKMWIDUK6KM5=P7G=:6(=G_ M?>EF*YL-@%+=\\_:BB9)@$YH;:0D`4UF5I.XO<.2`Q@OIZ!XFAK20"G--$TG,">-V3"`A' M4$\$A&=#\RD,JFLB;#/'Z4E^#QO0)]YR94!?\@#]T+H`.0^ZH>8Q5B8]R*9! M)GGTE4D]4S;/^Y[96C5MLWU<->L&?/&0NJHH&JC(5+T8!0QD*<:!`G8\%+-%B2L9`C&N3(6#`1 M#2;ZL0F`L@G>`Y"OIW9]T74\U+WTX7*J;L,WC5.G:>.IT[3A[E]6)L`PL_6] M!%B9>,OD08_D`3VA-68E#X"J`?@GUH/S9(6L9K1CF/5]>%FJP2Z".MI@%UHW M-"\(D%@C\$]$.-_J"EG-5A.!UPCJB<#K;&A.!(3-;+TR4#WQEBL#YY('G(?6 MCE0J`_HU`/]T$Z(K9#5;FI#4(&63?:U!]MYPV&;]N'+6#?QAY0RM'42>)59. ML^IN+F@0T>B&\.95A7W18%_&`KIHK)PR%H1%`V$9"Z^BL7+*6$@4#1)E+-B) M!F,R%J)$@R@9"SZBL7+V8Q,89;^Z!V/KU%GWM]MR^.QX,&V\XS2-/P_E):/< MHE%NT2BW:)1;-,HM&N46C7*+1KE%H]RB46[1*+=HE%LTRBT:Y1:-XH8NWQ?K;!ET&JA6?+;3%XGR; MW@E[Z3;37$^W-1'L[T=Y-M/<3[<-$^SC1/DVTSQ/MRT3[.M&^3;3O M$^W'1/LYT7ZY-GGK_\BO!%ZU,ESL,Q.V)]Q]N/+<_&[]C56W&C]]SG_P#"8L M`&:^S,"$:?VGSQ,-)F)LPTX_?>[,/`282`@P$0U,)B'TT^?.S$-`CKB#'-$@ M9Q9"/GWNS#P$,(D[8!(-F"8A]-/GSLQ#P)<-G7QI=+PI&Z97G'DN]IFOXF/\ MM-[\#MH+UX;OBO33Y\[,CP":)`0KC&C09%H*D3]][LP\!#2).V@2#9JF(=([ M>JQ#8>8AH$G<09-HT!1C6T^`G3$'>B(!CHR%G1$ M`YU^;$*G[+Q>@X[MU([HF#:B(QKHF#:@HY\^=V8^(Z`C[D!'--")$#Z6ZQK1 MX$3&PHEH<")C@4(TH)"Q0"$:4,A8"!`-`F0L!(@&`3(6`D2#@'YL(J!L+?8$ M_-Y>T4UQDT]'IHU@B`88IHT7O/F1(A;%!0QQ!QBB`8:,!0S1`$/&`H9H M@"%C`4,TP)"Q@"$:8,A8P!`-,&0L8(@&&#(6,$0#C'YL`J/L+_9@;-P*W]A^ MY+@TF#;>!(76%L;)39!9#8N%?OI\K$$QZYB(H:[!A&@P(1I,B`83HL&$:#`A M&DR(!A.BP81H,"$:3(@&$Z+!A&@P(1I,B`83IDUO@LHNVS5,V*[S'K/WEF."4F3FQP1*>_*`KCUY M`-S$6\X#!"4/$)R,E/F`RCUY`.K$6\X#="4/T)V,E#R@>4\>`#[QEO,`>-,;$6Y=':I6R$WE-J]C.Y=@JI@TO,NNGS\<;,^.97.N"+J_+ M@ZH7;M6]WDMCV,CU!S^LJ#4/+B"BS7(`&B/2Z!I#-+J@>K//(D[IE3/PWQ$- M_,4S^(L&ZQ&MY7Z^39L3L#X)*D_[@%TB`'L,]>.&;-/6)Q:R8VA++D\L9$M0 MR!8-C*NWGH-S?MH'QI.@_:&.'-_.MLWW?`-]O(Q,MPE52^_AI/WNYS%T??7W M`.TMF9<^>=F0]1<[O=A MU0[K0VCM6YN/KJT'_>1FJT$_AU4+^B6T%O2K:^M!O[G9:M#O8=6"_IAH/UU; M+^HO-QN"]D5-8)?]65^@>;]UXY?@CK>VGSLLT%4;%NA;^1;:AVXLT.ZLO<\- MSA9T?1UYY6;#&Q@9K-=NU;V[`ZJ?7CS?'NW1.`.(=$8%8O`-QC/1V!6+3UF<5B&-H6R3RK`*Q!`5B MT8"X>HO#O'M(^]<0O!XQ`5QVB:\!N-CG]=BT<3V^37FQ'M>AI!?+99Z)%V'5 MU@L`MI'KZP4`UP#\LQ@`@",-KR4`QTC7`-BT]:!@'$.7@X*Q!`5CT<#8M/JF M_,WD&L-'8;AXD$`LOH&X:FUF@=BT]8,$XABZ'!2()2@0BP;$IBT>)`BOQTL( ME]WJ'N'+&[\[_EKV\=;VN88NAP4F"4H,(L&S-5;7:R@.;U!S)*\(R`TBW-HCI%^ ME-!LVOK40G,,73Y*:):@T"P:-%=OBT<)SNL!$\YEZ[W'>6,;]=:VZD>(31M7 MY/QK34!`>$]0((ZART&! M6(("L6A`;%I=K/B-E72?`<,[XL&P^(;A&.D'"<.FK<\L#,?0Y8.$80D*PZ+! ML&F+!PG"Z_$2PN4A08_P[STB*CN^35M?0R`[ MAB[//V2;57=A#-DQTHL.V7N"0G8,70X*V1(4LF.D!X7L/4'!.X8N!P5O"0K> MHH%W]6:W!?=Y30+L'>$`6UP#MFB`O1X.KM?#):[+@XZ>ZZVEV1Z,C$NS:A+4_QBZ-;]=])J`::XOMN)OH=SM\"RN".E+@$UHW-&\40E0D3;0H"+:)X!P(6VD@$,FIF?W`X(Z=X4)G91IFZ]Z.#.`ZHGD&BO)Y&:H3S)6&N&G=]$ ME*M4.7T'`O3W7UZX8X5LIJU9\,0(!K+H6@0(!H$B`8!HD&`:!`@&@2(!@&B08!H M$"`:!(@&`:)!@&@0(!H$B`8!HD&`:!#0:R,!+#(C`9&DUT^8[T\5K/U.[!7;C8\*,C+T>NP:GF\Z;1V"'(*?^MF MZ12>CO2=FPUYR"G\?9BU1#YTVDHB']V,>;F>P:BE\ M"6VU)E_=;+TFW]QL-8_O8=7R^-%I*U/QT\U\*FX>TF^U_7*+I112GY2M^BM6 MRG+;FT^551M.E4UK1Y/K\>+H5NT&`/@MPK%ID%ZU]BT:7(L&US(6B$6#6!D+ MGJ*!IXR%1=$^A=;R@S7Q!VLR%K!$@R(9"S.BP8R,!1#10*(?FP`H&]T]`+]W M0W$L;O)":=JIG1J?'ZL=EWE^T0,%9C<\]I/5"##,;&M?9.8MDP<]YJS+`WI" M:\Q*'@!5T^5*M:W_MVE%@K%JUE\_S%;%".H3`G:AM0B2""36"+;O>SM;%2)YXRWE`N.0!X:&M3`70UP!U*F:KXGH*J2G* M=OE:4^R\L3C:MOMP75FU<;6LV_/])46>'_K$K(8;"]58+<.;UQ/>18-W\0?< MHD&RC&6U%`UL92R,BL9J*6-A4#08E+$`)QITR=CO$PV69"S@B,9JV?M+8)1- MZ!Z,C1N+8]VT;LO=LV/5[MH7C\\G&N6VL9T=:Z!HE%LTRBT:Y1:-^) M]O3I3)R1\'2&PM/$0D*R[!]?@Z3M-X]K4M7:]2AYB$8:HH&D:"`I&DB*!I*B M@:1H("D:2(H&DJ*!I&@@*1I(B@:2HH&D:"`I&DB*!I*B@:1H(-EKJ=QE;[@O M]V]>K]D6\TB!:;SZX.<-*`BMG7\G9R:S&C^'.J9G[:`29AX`5$0#%=%`1310 M$0U41`,5T4!%-%`1#51$`Q710$4T4!$-5$0#%=%`1310$0U43+.B)53*7JJC M4EYHV3I9U;W7X61EVO!!7/EM8:[UT5:9,*OQ^W_YT^?'ZFSX_K]JP_?_35L. M"B63H)-?!&AF#B+@V-`N*."$MAP4E"9!)[\1T,P\*'1%`->@*[3EH/`V"ZJ_ M&M#,/``(1@#70%`T$)R$F/QJ0#-S=U!I0PV;1&79MKV&2MOF'5-\ M9=KP2=[D5P.:F1\!ZY*X8UT2#>*F(=*+^2Q58>8A($[<09QH\!5C&Q#G0WJ" MQ.H59AX"OL0=?(D&33&V"Z&_&M#,/`0TB3MH$@V:(H2/94$3#73ZL0F=LM][ M#3JV/SRB8]J(CFB@8]J`SN17`YJ9'Q7HB#O0$0UT)B$FOQK0S#P$Z(@[T!$- M=*8ATEX%Z(29AP`=<0;YJO0N=BG_:RJ#>BH]N)8M0&=R:\&-#.?D5<^M`OQ>J*]<:W[B/CM1'OG M6N?O_43[X%KG[^-$^^1:Y^_S1/OB6N?OZT3[YEKG[_M$^^%:Y^_G1/OEFOE+ M!)0]T'[Q^+T+YW*-FS=0?S6@F75@V-`N!&"(!A@1 MPL<"AFB`(6,!0S3`D+&`(1I@R%C`$`TP9"Q@B`88,A8P1`,,&0L8H@%&/S:! M478&>S`V+I-/MI,XG%6J-MPZ-:U56V^=JA5D-ZO)KP8T,Z\KBX4ETC4%3(@& M$Z+!A&@P(1I,B`83HL&$:#`A&DR(!A.BP81H,"$:3(@&$Z+!A&@P8=KLUJF4 MXRHF;,MP9,*T]`*!_&K`)12_L,<5.OR2`U6]DJO:;"Z MM]I6TF?'DVGE,7DTQ>07"JK9UE)=G;7W:&DGT]:?D]).,;3ET1UX?1=V3QJT MD_GJGG#3.]6_O?M^\.RGLO=2]U!9M\E0NL?=#_ZT+Y'=%8^(\!O M`>HK2S[M#\&^36Q_K24O7,BJ59K.4!^^/(<(-^T\D\6?Y31H M@AC:S'(:-$&U:@\/:0+1:`+35C!@Y5^/F-J@;#+W;;!UXV:;TN.EE6G#RC_Y MZ0/>82I]L[7R5V=MO0%^T];7&_B/H5IP'_U;POAX]U]_K/3L+\C!=@/Y\N)PG[X\A1@W[3U@L!^#%T.`/N1 MA@>`?=%@OWI;/&[07P^8T"^;Y->@;YOJ(_JF#7<59_W1A%,=NK;*L.Y7J_;L M&/1-*SV]O,J`?@QM9GF5`?T=:8!^^/)Z@/Z>-$`_ABZG`?H[T@#]\.5I@/Z> M-,`_ABZG`?X[T@#_\.5I@/^>-,`_ABZG`?Z1A@<`_QCI&OCO"4H+Q-!IT-0" M9;._;X']%T'VF&!L!M/2>2!='S\_EE?A=YP'JK/A/&#:^K)#,\30Z13X'<". M-&B&\.65H!GVI$$SQ-#E-&B&'6G0#&'E:=`,U7]=#^_S6^STP8X,Z(/PO9PG M?1"^/`/ZP+3U>M`',70Y`'T0:7@`^D`T^J!Z6SIL6F`]WM@"O!HXML#&!=#% M/CW4JMIX%L@?13\_^M#ULX!;]6>!JFV=!=K0Y8E^O2N--V'5TGCKVGH:[]QL MZ>.)2_^]#ZNUV?@05BV-CZZMI_')S5;3^!Q6:VE\":N6QE?7UM/XYF:K:7P/ MJ_X&H)73.^*GVZT'_>5F2T%3"W#L'^U)@\ZHQ]32H#-, M6T^#SHBARVG0&6:U.AMT1OCRV:`S]J1!9\30Y33HC!UIT!EAY6G0&=4_5^-M MMN_2?@V=,4E#ONZ@-23"CXE&:^R)2FML1$V]49YO]5=(6Z<'>QXV7!?=F<9+ M.3Y%G`M"ZZ8HO>SY(JS:=UP07TR]*W-DSL9&FJK7E!YKJLS,2:@VG--61-$!8R0,&`#.SE3TF@*NN MU@*"X(ZT0'!/6E!I9ES]7)_ON[F3];=ZZS.;K;^1FK<-+;(G$;K&S.K\W#[> MW9W3[2!=-,FB.S6GOBI/M=;Z:N='97?UZ5C_`*MJXS)M=N5]RC:3VEAFQ`7A# M6XX`O.(-4D5CF0YO'H%E6C08E+$`)QJ`]6,33N694H_3UMF]V.=+7-/2*RKI M]5"6:#,[]XMOA_GEIH@3?G76N(0DT2!)-$C:$0&29"0DB09)HD'2C@B0)",A M231($@V2=D2`)!D)2:)!DFB0%!&<+D@2.T@2#9)Z+9%4'KKT)%UVTJ[^K8R[ M^NRFU?\9/X%\@2[M+BA@U:Q?S2>`U0"]U>P:P,S6;S/!<.(MQP3,'9D!YL27 M9`:K>S(#WXFWG!E`[\@,H">^)#,8WY,9V$^\Y.613]]X6TNX/2(:+ZGK8Z/A!BVT MY7,:ZW6U:C=CK->BT2CAS2>-M@AM.0)M(=[H`=$`/KQY!/`.;3D">(LW6!8- M<,.;1P#3T)8C@*EX@TG1`#"\>01P$XWU6L;"EFB`U(]-V)3')#TVOWF#5I^V M#.NU:3R+]*/@[&_:UMG?K(9=*FDC`#.S M8=$.K75&EYQ?9)O5>+LF&@T4WGPR6;1#6XY`NX@W>D,T&B&\>02P#VTY`MB+ M-Q@7#:##FT<`W]"6(X"O>(-5T0`SO'D$,!0-#&4LS(D&8/W8$:?[_EE=V57; M.-=?["^W:^U`;^X>TV]_/SNZ'9%C03WGOW7RO#/S(WTQT5Y.M%<3[?5$>S/1 MWDZT=Q/M_43[,-$^3K1/$^WS1/LRT;Y.M&\3[?M$^S'1?DZT7Q/MCXGVYT3[ M:Z+]/='X@9'&@1?X:0]'B#,4^(&187@BMSQT6%@(MR"VYQ7#VG=O&H\R/"=2 M$HV,1(-.T:!3-.@4#3I%@T[1H%,TZ!0-.D6#3M&@4S3H%`TZ18-.T:!3-.@4 M#3I%@T[1H%,TZ!0-.D6#3M&@4[1"IXK0J>(,A4)G;YGH9#=@H',+R6*?ML'N M31N^WE.--,0.)$4#2=%`4C20%`TD10-)T4!2-)`4#21%`TG10%(TD!0-)$4# MR5Y+Y2D[Y`N+QQ7/Y^_K1GN[+P$?T\:JA=;.AGH154>6;T+CG'FZ3^^D4UIS MAIFO5)16-$HK&J45C=**1FE%H[2B45K1**UHE%8T2BL:I16-THI&:4V;?2-Y M7_:F_X'2VA;W>(XP;2QM:*UHD]*:5?FT,TI[=Y=^*X/2AEE7V@C@&J4-K;G+ M02EV>&M6=W=IEY/ZAYD'H/X1P#7J'UISEX-"1'AK5G?9#$C"S`,`201P#4A" M:^ZR-[`);\U*?A(&DL+,`T!2!$!+BT39F^Y)VEK#;2][1*;N;[>WG#B7A-:R MSV%UAL>D1_2'2H0[D@++"KM@K"M6E;S\/:T-8E.0!<[T@#KB4- M(-Z3!A#'T.4T@'A'&D`<5KX\0ZQI];6.QYO'Q_1*!,#N2`%@P_ERH@`;5IX" M=&ZE`)SK*20XR[9F#^?6Z=.V04<*Z]9HOR-Y']KR$8)H?(ZG&N3*\^4Q` M4VC+$:!)(D"3:*`3WCP"H(2V'`%0Q!N@B`89X368Y]JMGENG7B;K$%FM9H9 MU$Q\R:D"D,QL/3/8FGC+F4';CLR@S:R&JQ;)#`!K2#NWWIY8J_3WL+R]K&B:RL`'DOKVK#]K)JU-?&=G8O)QKU%3OJ*QK5%(UJ MBD8U1:.:HE$[T:B=:-1.-&HG&I42C4J)1J5$^S[1?DRTGQ/MUT3[8Z+].='^ MFFA_3S2VES7II\]FXO.9F%A(=):MS9[.+21M*W0XNYZKUO81R4,TTA`-)$4# M2=%`4C20%`TD10-)T4!2-)`4#21%`TG10%(TD!0-)$4#R5Y+Y2G;DWUY?N^: MZ&R[G&/5^IW/R]-WJA;:\J)('P7_@.EM6W'L;3]5J27-K35 MTIK5UO;R)??_^D_,O(R4-@*X1FE#6PY*L:=!97NYF7D`ZA\!7*/^H2T'A8A9 MT'S%"R1AY@&`)`*X!B2A+0<%F_#6K";;R\W,`T!2!$!+BT39M>Q)VEK#;9=S M1*;?^71D0FO9YAEB-3"KK>WE9N;'!#(QU#60$0U`1&,U$`T:1(,&T:B]:!1: M-`HM&H46C;**QFH@&C4T;;H:E-VZOH:[MY?/ML\W5K/N_7&M$SO"9]U>KD.' M&[5)@2<;B7([QYGDVUS)U:-\#>4I8O:I5.Y-!LFE; M&\IMZ')E('E'&I`L:8#MGC3`-H8NIP&V.](`V[#R!1E&3:L;RN=SGD.6R1T9 M@&CX7LX31,/*,X#'C0S`<3V#A&/9@LPXWE[]K.-L.YGCNEMW-WOFSOJLHPY= M7=U`LSIK'Q.#IFF;BVP,79YKT#2KU31`,WQY14!S3QJ@&4.7TP#-'6F`9EAY M&J!9_=>G%)X-R1`W"&]^5,@3.L/`?@W,P!/-=S2'B6O<4>SZTETO8B M1P[K_F3_M.,/`*HA+8< M`53$&ZB(!AKAS2,`0FC+$0!!O`&":!0^O!%A+//#UJ[POA]VN;A)F\*NM87C M^;%J7'HN']<+MQI^FD8N$%ZZV=8)TO-8B_G:G:UF]L:MUC-[ZV;KF;USL\%; M/J^]=ZO5S#ZXU4V_YLNS>R;LLWM:3>N+6ZVG]=7-5M+Z MYC9+LY6X9AZ&Y2OO6.U\VO%0_&2P3>OV\0$[M%6PS:K;QX=BT5ZYUD4`T!T1 M`%2\0:-HH!?>?-$!M-"6CP'0Q!M4B?;)M>X88&9'!)@1;P`B&D"$-UW6RE[F M%6>OA[KWR0539T>U84,/N?$Q[CM!0W;73%XN::-1>-&HO&K47 MC4J+1J5%H]*B46G1J*MHU%4TZBH:=16-*HI&%46CBJ)]GV@_)MK/B?9KHOTQ MT?Z<:']-M+\G&D]"-.FG/1S>4_R=V8EE8B$M7&6KMB>W6[@V+L$>;)=WN`2K M6O?\C93,KM/(2#3H%`TZ18-.T:!3-.@4#3I%@T[1H%,TZ!0-.D6#3M&@4S3H M%`TZ18-.T:!3-.@4#3I%@T[1H%,TZ!0-.D4K=*H(G2K.4.`SD,$RT5FV?WLZ MMY"T[>(1R:KUS^D>1",-T4!2-)`4#21%`TG10%(TD.RU=/AEY[0__*XYK_C, MXJ&XR1<5IG$YY8L'U0FMG6WR]2'S9%;#<[#S,?W(%%,79AZ`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`B;-B(<6LMN@K!9#7MU-4*G,>GAS6>3 M&0YM.0)S+A&88-&8S?!&A#1UY5ZEG[JM+J_W-OTRR3Y7.AG";[4;SA+YTVT6 M@S#S8P=IT>!7-.9--.9--&9)-&9)-&9)M/<3[<-$^SC1/DVTSQ/MRT3[.M&^ M3;3O$^W'1/LYT7Y-M#\FVI\3[:^)]O=$8R=!)_5I#X=7G7VNB65B(9%;;A5[ M>JK6SO?D(1IIB`:2HH%DKZ5T6<^'=+MFNF)?ZK&X MR8UE6GDY/$[EY_MT8<"!F1GWW\ULG>:_\8ERW.\Y/[Q_&_E_]J1^+3LL,Q MTV)6U?'AR4WW=Q32E)2[CVY*]N[WG0YE8.;$M''_X9SW'WSH:FE?=%;1#9W6 M9E^ZH;/2;BBW!]WA;A%@=Q,C`:8E`M*F$`34H1L$F%5Y-[?#*=UBT`P[G%'U MJ;-V^DF5+_<`5TQ%O67H5K_3P;2T+F@SF-E6O/!R&_VYFS;## M,=,R.#[F+GOH':Y2KIB M*NRB:JQWO=#:.C_4H1OU-JNZC!^?3'M@AR?F8?!T>')H)Y8T!>5ZZ8HIL,NK M<0I,&\\"#TI#-2.S6/HRN)P%PJI#/K3ED1QR6"GRY7+IBH.L5U<#\J9MG@7B MPFPY50[2K,:SP(->$NUPQG%/G2W5^Z:_/*19-DZ(%_-TUJ]:ZGXY"U2SC>ZO M5O4L<'ARF__NY\O3'D>OW*HY.MV.%U?Q:T9C`Y2W+Z]@XV*>)Z2X^*__[/=1 M3]6.G_MVCE],-`[.QG9V'$JOI6Q_]_*MO!F:+]^J5EY]CXX\/V@AZU"R"C-M M7`_0[N@YN!TC.=RPDL:]*59+E>N>(@[?)F6()OZH714$F]8:MFA:^U2M;K)]:5L)*_C\!QUSS6 MG''_6FU5?X^S5R=WQDH0*)T?EG8O;LGL MFHI?[/-<%!]3Y+)]2A&ZM"M=I:%?8X8RXLLWIJN'W"3T(._RUW0GFH M<-6\U(NM!NJST\4'/Q7"J;JKA#(2UVG-+//\PIUQC0'/]=Z]!EB][F`2PK]V M0KEZNJ+?;^UJ:^CWJJ7JZU'&A=KJ49K59O5W../`S2J=$]J>T7A.N"U75-?, M1;U.&RIN6EH5M!/JT+YA)A4WJ\U588)]F6B?9UHWR;:]XGV8Z+]G&B_)MH?$^W/B?;71/M[HCU].A-9$:5R M3VGD\]&S53I?]\G^U1JB7[#Z&!NI6\;:/ MFI(KUZ$YN=N[)QSXQI90.2_FG037:FYM\\ESJV/&W):V95B/G?5S=V3\JM26Q#;?];ZMB&`DPV/\-`]/O/A#NJE+;E/\MI&BC513I4^.L3Q47]7$RP=-A#-U1:PW%'@B-IVNCZ(63_O$ M$TNU<<,'#5;P0=!*5H8MEAJ]U$]S1B_ZF@T(#X(6Q:V,WC[= M:['"Z,>LJ-'+OGW.Z$5?CSY@*O9#!L8MK?S<@#0]$ONLE785Q#MC0YKI_&'$ M6CN.LMJ\_>!L?@L#+[:'>JYC+X$IH>XTO6*K(B8\,- MG*S(6C8K9#]P.FF#!P+^5^;#H5,+9`0:MZRV-7O(B3HM]@C.B[ MQH83NWH>Y$-8LWS1ZZNLB)AL2'+$G=/RJ'8DXE$KK@+K$S6=7JU:S%PGK6AF MOC+QJRS25,_'=ON%[IE>KN"&N,C9B8V?BJ0VDRVO8 M[G2H9%3G9.>I.]=438*2\P4AY@Y'R!B/E#4;* M&XR4-Q@I;S!2WF"DO,%(>8.1\@8CY0U&RAN,E#?8!P*6\P4MY@I+S! M2'F#D?(&DY2W8$F.%'7.Q!U-Q07%7-FRE\R5E&\[$U^%W7Z](`6L./^F2P:C M1P:#G0:#G0:#G0:#G0:#G0:#G0:#G0:#G0:#G0:#G0:#G0:#G0:#G0:#G0:# MG0:#G0:#G0:#G0:#G0:#G0:#G0:#G083=EH0=EK0HX(L2*6F8J?4524[C\VK ML5JK5J&(E6?B\BT@LB(,&-TP&)0T&)0LL;J[:UW8%KD,U54VE$5/UCJG]4M.I,N6PBEKU:<=" M%4\,//9CRA@##UK*V%![*U](A33'%['N*G-X'3!5!ZON$_&@=BSB02N_Z;U? MU6]ZFXJXQ2Q>469W&W4&.')&NB9Q9OE']'5&!$RV]CE3=PLU$/P3FTZ%%ZYD MK2(C,C;>(6BI559U!WL=^E/=TPANTE+'1F5[V MK'/R/NYQJ[P/V(9U-?/:.>5)"U;`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`)," M08MGX/W;D_;'%PJ-Y'&BD%LEC"@TW(^XY);Q?FH#2)2R1K)-E`Q&E!KN1]QR MRW@_Q3*BF#72_8ABB:DH2N7X_Q#%6*96"16+4B;'G!;V6QY7FZ!V+,>B%CS+ MQG:=VFXRW348(]Z.L8Z1ED:3`&61QC MIF&`PHFXP0FPP`FHPHF3PLJ'(V M8/4!OG[UFEU05*,SV<%.&()6?)6=G[2S[[&W&"(HE:'5=K-7TRPQ:N@14:L, M4:_N-\,905^*$L4&2\2ULM0M3_4W2PI"2*K-Q-[VMLPC%+G:8!JT^XEVI=@C*Q:;E)09O*%#'BI6)-08C38`OB5+:ZQ6JW M*+[&I`\XU&DP!74J4XNN6Z^V:\5GR--@"_+4MC:+Q7K(L9H^V_+T+&W\FNC3 MMU3G:!%3,\YP[WA`E-2F9YRH%0^2.[6B7ZU:K%PGK1$K-TD^>;YYF[22E>$% MS#C/M/3E_HB5AR2?[,MCTAKIRU.23UIY3EK6BN*''."4T\N1M7\;#WS*=2AB MU:2RU:>+EZO4='I2&;32.@\3XDVG6L*$K)5:$OV,C:]]1#]KI99W!3;>DHB; MED0Y8^,MB7+62O=!V=1 M;9*%AU74JKY"9+<&X56# M87A5&=[H-]E7Y9OLO6&FF@;#<*PRO#OI)EZ1[PW#MP;#\*TRO#U9E1[>[[>F MQW"OP3#<4X;W=8^K+_Y5/)23K#D\#"=?]3P6L'JO4CQ2ZWW$JA35CNQ5LE:: MK9FT,C;.8(B6M5)+F)2Q\98P*6NEEE`E8^,MH4K62BWA0L;&6\*%K)5:$NR, MC;F#?TC)B[QE1]!@T:C$$#UYC:K<.,!F,PPS6F5G+(TF`,LKC&AI5<\4=. ML^;P)YQ^U?P)F-K5*%_`GWAP=F0V"%IL1/K"]T1Y@:FAP0S,J=.Q9<>2M=(,"ATR-CZ#0H>LE5HR:V1LO"4,R%JI)4'/V'A+ M@IZU4DOF@XR-MR3.62NU)+09&V]):+,6+54TY51L3J:'4[0ZTP.F,MVN%$%M MLN2@?@E:=V6D$K5QF;.HM<&?V MUG"IP3!<4H:G/C";5I,&P_!*&59OM]G""(XU&(9CE6%^OJD^.&?>:3`#NRHS M#84;3&LP#-,JPU,_+R6SP1R6]?IJS8E879VLU4;O5MHI99W!3;>\K[02BT?"FR\Y6.AE5H^%=AXR^="BY;UFL,3 MKR&:\BU?1TY`>WT=3;%A/E2OICRB&=2.G'E$+>%CCOFN..#OTYD`-Q@CP$%K MVA@Q;S!&S%UC:H<'#1J,00/7V%`#Q%UGBS&8X1I3/8,L#3V#+$>,*?[("5M: M6$KJ1D_PZ@_.3EL14O'.W5,U;$QKZ4@GFCYRY_%8O84#BIKLEYD.Y:TU/J M73QOJO(F8F-?2I':5'T;?0%C)R<19=^.>2N<7."M8>3R\DJ]W26F4:]>YE4U M2)2S6MKS$&2#D?`&(^$-1L(;C(0W&`EO,!+>8"2\P4AX@Y'P!B/A#4;"&XR$ M-Q@);S`2WF`DO,%(>(.1\`8CX0U&PAN,A#<8"6\P$MY@DO`6+,F1HLZ74CB: MB@LJJ^2@I61N\=+O,1+',YHJK0)6?+""+AF,'AD,=AH,=AH,=AH,=AH,=AH, M=AH,=AH,=AH,=AH,=AH,=AH,=AH,=AH,=AH,=AH,=AH,=AH,=AH,=AH,=AH, M=AH,=AI,V&E!V&E!CPJR')6:BIURLE.R\Q@EPTE0O0I%;'@CGWX8C&X8#$H: M#$H:#$H:#$H:#$H:#$J6F!J^'#>4PR^2<\:'(W;AU*+V2L"J#T=$O2,O;D>M MZL,1O)!>+UVX+MR@^"`$KC,8KLL=&99"_1HASLPM!RW>8*YOBG^S6IH2\6^) MU?[=EX_[MS:AJ/V*5?P=L&(0>ZF&5M*J=AW[]_"JKL37+FR=M[#IK ME<;*E[SCL5^ZYY2Q6]>8>?W\+JM-&;O/6F,]4Y&27:%#$^ M69S(<;D:L'$O$I)@K7[]?*W*74*2U=(-"(#!;AP,WQH]'&DPW%9BRD,1@>,1@>,1@>,1@>*3'E$2D6Y[`F%I<5 M:P)6'\+J1(-(48VU;#0=<5O0B@%59XEUH34>&N@V_0JO.)'%[@R4"H2T51]4J+B3]K+B(OF9JP*K?&MX'K/@-85QN,%QL M,!QJ,#QH,/QE,/QC,+Q18FKXNI(]-IDY]>L^8%*F9K[M]&[#UC]=L;2G(U'M2//5J(6CT/ZCV0JQQ*CV(&IG")&02M94?MCPM-@ MA?#45E1?"$R#%0(S9D7%1"J1,B;'YJ58N50Y$[`Z9S:*4,Q+48V.3+88)3F5X=;*M?UO1/G(G7@T])EZ5X>4).5[],<_R"6T)8 M&9[NL8JJU#]SHAKJI3J_8@W%FI;#Q9>NU5L7HAJ;3F4&,V'62C,_.96QX09Z MG2)L62NU)"X9&V])7+)6:HGC,S;>$L=G+;W:K$_+\E'FL.E\"?KU-B9AZJF> MVH%=)K7I-29IR:/^(4SFDQ1);=+8==*JC6W4X]*;I#9I[#9IU<9TS^Z2VJ2Q M^Z15&RM.("K^KT^E8FKG?]#741(;YMF]YG]N.LG_I,53&)G5MB=3K[R'62TU MF5RXB%CH933,VRFGZC=7ZGPE=J'!I%EB5YEM^;1":C)IF#A6AJ<_N*%B*C7? MG)B&&K&L ME5J20!D;OR>.SUIV3I,B;HYG0]%7>S9@\A5/PS2D?P<.S\:FI9KV#YX-6AP2 M2[;\?FU^:P='-Q@B.VI#>_TQ9-S>8`>WUW;6G&35>444&@P1A=H0!\'9CF*[ ME))S8A)*SSHF`9,OF2MB,MRQGVB(25`[QO:@%6N9WR\6JX7R`4%IL$10E*7= M2F^4D\IDEXB*,G2ZW0^E1S\XPM+0)<)26]H7G]Y789$Z=$Y88MU:;)?7IP%3 MJ:+.T0A++GF'Z#FI$K12JG3=Z4X5#(2EP1)AJ2TMUUOUS)ED:3!$6&I#TB,; ME@9+A*6VQ&?L!Z:HN$@9.B=$*926=90"ILH2N^$-:I-S,TMXT&*_+DNX^?`1\6DP0WR4&3LE-9@A,M-F MB$F#&6)2F=F>C$9#ZL'X3C:R59@8"D+'Q ME@0@:Z669$/&QEOB\ZR56N+FC(VWQ,U9R\Q&4G'/\6ROKPJ[B"F>F]DHJAWA M>=2JZ]+B[<]8S+48NU[[QH8UKS=VD]0F>W:;M%3/U.;@+JE-&KM/6LK8D(WU M;"0UX*PHB;Z.4L#4FF%FH_Y6-)U>,Z)6K))W)^J$;FV.Z*[6+8:)6.CE4'XO MS&%)BR&B51EJ^!0_D0M-Y*^\7]&;`B*G#-<_QK#?E$-7492*<<8LM@@59K6F M1*S*-:?@CFJ3)#SPP]<]3=!*,PIARMBX$PA3UDHMR:*,C;.SEIW%I`I,GCW^T8#U(M:6P\`O$J:JB"$C8W&7FDZ1!,_69>EFH<]$<'3L MPY0A'%T;6O`3][G`3;-7@R'\7AM:\YUYM2'"T&"(,"A#FZ'^5727&G!.4$+- M6-,]8,^IW6EP1)1J2WQ(%+-HV1#@R&B M4AM:G&Z+(]B^2X2EP1)A4986BR&^*BY2!,Z)2RPMJV0)F$H64W(O8M,ICA.7 MH)5+[N5:/Q\F6QHL$9?:TGJYMZM'@R'B4ANBY-:G`,2EP1)Q4986Q8JBXB(U MXYRXA!JSSI=8=W+3G`B[K6+YY9H?8&W)EZR5IFKBD+'A!L6(>LH2AZR56I(0 M&1MOB>.S5FJ)HS,VWA)'9RV[/$CI-\>SL:"L&!\PM7U2DS&>C4V/,#YHJ9); MI0_.;C"&LUN,X?\&8_C?,[96641(&HP1DB/&%/^E&)P3I5`\S%BUKSW9EN=VP4>WU52$7,;4G&E;[GIV7ZZ@VR]VJI@P5\]A M>R?Z.B8!4_LAE:7$)#;EK[P\Z]63F`2MM!]:;G0-?)54)DM58E(;VA1;]3ZV MQ*2A0\2DML/[;6K=(R8-AHB),E3\&)Z*B=1Z,V8@^;B%B4G`5)ZH19:8Y+)R M,B9!*[%IVYEOV6\R1$QJ0WQMLLI<@M+0(X)2&]KP^E6=<02EP1!!48:*5_Y4 M4*3RFQ.46$^6RT(7L>*CUFN+D0-&#](;#'<:#/\9#&\9#/<8#&<8[,'!'AWL MR<&>'>S%P5X=[,W!WCG8>P?[X&`?'>R3@WUVL"\.]M7!OCG8^;D'7G@@R6C< M?ZZXH"@I56])27D#=KLYH?XY\AY9%^KE:O>8L)'/6J\'^3!5[(JT4WV3RD_W M;=%M6SH7BL:Z6U9;<;'A2KSDFUI#O7\I+WN@MU5MVW MB,6^J<,0PIKE1=_,!\'_\.M?OG__[?#C;S_^Z8]___[+3]\OO__M;[_^\%\_ M_^L?C&C9GPEG_(=?OO_Y/WXG/Z%VQH+;L=HUSY5D5V6+'1 MM@TO5MV^%_8?U]*W7*U6(N2)F&W)W>BL_%*BE?%CZ?U`5NY`5JN^/_Q*NFUY MOMSA]24?VJ^][,#5:7C1]=3BZ@G9-4M_EEYGSY>;4WS'=^8X?>UE!ZZ^ M4/*`;:0KW/9"ONO<,=N=2G^X^D+Q3\<[);;E>==AMO,[V\L.7)V&%_Q$F%AE M4V*M7G1KZ2Q75[C#/[C=\\&Y,(1W>;QV(CKX_-C+"'UV["71^;"&T\M%GW1< M7>%2>KF@]O-:+F7PBZ4[>+:*O=!ESJ)G#E??K(QCL70C)7%R&TD33]#'QQ/T M&>H(SG&PG_+B>;?'TE^OMWPD7IIX<\O%6AR[=OVZES[S&4?'Y7P8].Q"/O]H M9;R+OSCCXLEX`W]QQHOMGH>0=2+SVF%N=8:"-VK>X%^=\8*^)^,=_=49K^![ M,M["7\G]/)G\^!LV^:TS.SY^PF5-.U?&[ZBLS_@!%*\=-K MW+L?LOZSY%;&U+XYN^+BM1/9G2^CW59D7E\N5XL%OJ9(MO>[$MFU+V-\*QF? MZ\_E=D4_^1)N:_-69'>^[%%D3[[L561OONRPW*Y%YL9AN5O+V'T98[CBQZ7< M?B*[\V6/P/33;?Q/6.^O?LW3)\PX%:2-^+[+TO M^R"RC[[LD\@^^;+#1O7%Q;"+; MB;ET>MR=8ILY4UUR!8B\SA_+WVY]V4/(GOP98\B>_+'@&PG,F\, MR/8B\\;P*&-X\L>`;"$R;PS7TI=K7W8CLAM?=BNR.W\,R'8B\\:`;"\R;PRW M,H8[?PS(%B+SQG`A?;GP996-XMV3^Y.+-/>]%QL63?1#91U_V261+)7D;UQ M/Q]%]N3W$UDG,J^?R)8B\_J)3-8`MY_(UB+S^G(K?;GS^X*L$YG7%V1+D7E] M029KE=L79++^N7VYE[YP\?H)ETZ%2][\>2'MN'CM+D7&Q9-A4W+%Y0NR3F3> MV)$M1>:-'9FLX>[8D:U%YO7E6OK"Q9/=B(R+)WO7L<]ZU_$]-I:?[T7VWI=] M$-E'7_9)9)]\V:%C#TT[+\7+5]>1:;S[[-%Y&]^+)7D;UQ<6PB M8YWFXLM8ISN^8\KVA7:LTUQ1MSIK0YN_#[>2FR2U^&36HNWY_(V&OX_D3&7L/W)V-@7>'BY`/' M-ROZZ8[]4F1<1OS"/.C+KJ4=%Z_=C+);D=UQ?-FSR+AX[3A=D[G`/3&^[D[97W?N MO'OH6#>ON#A^P:9PGB-\V;6TX^*UNQ$9%T]V M*S+BX,>VD]BZ)_N?%MONC(MG\[/(N'BR+R+[ZLN^B8R+U^ZPV.ZDG;?F7$B, MN'AKSJ7(N'@RSFHEI_D@E(T1,LEI/I#CRF2>=VV^DS%P\6R^%QD73_9!9!^Y M./=#MA29-X<@6XG,XQDRYD@NODWV*`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`VE/SY\39'ACP\9AVS^ M_3[M.2]:\'4P=M[]C.BS+_J"Z*LO^H;HFR\Z+'@O@F;^ZL`A/4N'>TK_#IOO M?)OO$;WW11\0?>0KU.S(/BQ.99+C.]1?*8G MS[[H!=&++WI%].;V_U7Z_^;W'YE,8F[_D1W$IG,1&XGDA]TBN7,ECW*( MYDI>D;RYD@.'3V_N>=:!ZL^M`:CXO0C>LC!Y^",+N8>_LH'Q\(.DO7CD#_G! M_J]_^N,_?_SI^]./O_STUW_\^L/?OO^9-SM/3^1GJG_YZT_R\F[XSV\__Y-7 M67_WPW_^_-MO/_^]_^=?OO_XW]]_$064__SSS[^E_\@-_O?G7_ZG?WOT3_\G M`````/__`P!02P,$%``&``@````A`&&WV:6&30``*KL!`!D```!X;"]W;W)K M&ULK)W;DMM&TJWO=\1^!X7N?TG=S3XY;/_!)@D" M)(@3`8+`G4:6QXJQ+(>D.;W]+A"UD%6U@&JT8]_,R%]GKDQ491U0`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`4LU.*:]@`9>U M"S8N"%RP=4'H@L@%.Q?L71"[X.""Q`6I"S(7Y"XH7'!T0>F"R@4G%]0N.+N@ M<4'K@N62R-"9Z*HE==Z2>F])W;>D_EM2!R[-'K0*54WP5J&.;V`QF7;6:JMJ M3*:+A5.`3[V-VL+@LE9$UD0V1`(B6R(AD8C(CLB>2$SD0"0ADA+)B.1$"B)' M(B61BLB)2$WD3*0ATA)9+AEQKRZY6Y?,I*/1ATONUB7WZY([=LD] MN^2N75I]:]6QVDF_H(X[ZTL=(_$G3=2-@5&S"[NP5X,1W-9$-D0"(ELB(9&( MR([(GDA,Y$`D(9(2R8CD1`HB1R(ED8K(B4A-Y$RD(=(262X924>C#Y?MKU6Q_4_:F.\/Q[QPZ1[M\>W+;'VEUMU0K(FLB M&R(!D2V1D$A$9$=D3R0F, MGAAQMRZY7Y?^_??KPCZ])=JU97:>5EU-5(_ZK@4!=19VP74D]M'*:"! M2(M1`?4V=VK%-0KHWF[5S6"$5@TTD=OR[4!$R`T6#CIBL[AS@D6#$8+M!FF0 M/9%X\#*D[QWIPV`$H:0G1J.E1++!RY!VL\X'(T@7FD@3'0F;R"K8[A':"RKV8FZ7K$9&\Z\8K36Z M4_=?1HT^.#4J5L@\8*TMHU`N0/8@7YA+521IDX>N1S ML8)\P5I'1J4X>N0KL8+\B;5J1F=Q],@W8@7YUM*RJ[([1#>?]/CGT:O^S%V= MZ$#[22.K*GLK`ZVUE5.5CVY5]H[*"O(!RV\9A:/R]\[I:"16D-^QUIY1+(Y& MP]\[8^H@5I!/6"MEE(FC(7_G-$XN5I`O6.O(J!1'0]YMG$JL(']BK9K161Q- M>:=Q&K&"?&MIV579G=>_H"K[XWVK*GMDE."J>Q-!;0(,M-;(KLI[9]>X$2ND M'K#6EI%Z"^82T9%W3C8CL8+\CK7VC&)Q-!O>*9N#6$$^8:V442:.IKS3.+E8 M0;Y@K2.C4AQ->:=Q*K&"_(FU:D9G<33EG<9IQ`KRK:5E5V5W-/^"JM0G^>9< MV2.C!%?=2RYN5?;(*9LK=ZX1WK+5G%(NCV?!. MOQ[$"O():Z6,,G$TY9W&R<4*\@5K'1F5XFC*.XU3B17D3ZQ5,SJ+HRGO-$XC M5I!O+2V[*KN#]A=497\N;\V5^JC>N!?JWJ-RJ[)'JFR0U$9;&2A@QRVC4!S- M9G!NQ".Q0L0=:^T9Q>)HRCN=>!`KR">LE3+*V#%G5+#CD5$ICF:J3DM48H54 M3ZQ5,SJ+HRGOM$0C5I!O+2V[WKI#\A?4FSY3-V?!'EFS(*%U]T:G*D&CN#:, M`HT,K2VC4!S-9G!.0R*Q0C/L6&O/*!9'4][IQ(-803YAK911QHXYHX(=CXQ* M<313=5JB$BND>F*MFM%9'$UYIR4:L8)\:VG9]=:=:IOU]I=.$+NW.E4U6=.> M/BXWISU":^UX*_6[810`B=:640@D6A&C'9!H[1G%0.K@56[S[YV./(@56CH! M$OF4408DJ>:,"B#1.C(J@42K8G0"$JV:T1G(>]F-6.&R6Z"+O%U@W=DU"JQ[ MO_296V!]U"U7\Z2JJBLNXT!V)4BZQSV]6FNCA=K)#7UX?>WL!C9BA8L)&&T9 MA8PB1CM&>T8QHP.CA%'**&.4,RH8'1F5C"I&)T8UHS.CAE&KTK'HH1I")&.T9[1C&C`Z.$4C, MJ&'46LB>O[HC9[/LGBFV_H3:*K8>=6_(#_/0XL&YIUI=:4=U1C=8N>6P'C.Z MOG:6I8VV6CQ>W@F_N7FY'OW9/!PNH^*(? M8>3KD1)&IA+U2(5\O#UR&M-RVZ2&D;3)69"G31KDT/<(M4D+%?-*C.C6(+TV MG_X\O\FXF-O;58UNS,9=N!^F6&FK:^^*`*G+9_0N3]@W&MV:ZPV-@$`>D$(H2)M!H5@H[<9Q.82\I0#T6/Z##K(").$X'3#E@)GX(F,\*6(CC M=,"C!)PV*D4)*52S4CB)X[1Z+2E`_2Q^0,VL@*TXC@:TAY(:`2]8[ZX[BA* MB!YIM/!.G#MQ'&WO2PI[&,G$&3,Z:#1YN0E\?)>;PDAB98QR.];5];5SGE_` MQQ?K""-?TY8PDC>,*HW\37L2Q^FFK6$DEWMFU&BDFY8OMX7/Q.7:PT89O638 M=.;.L.F1LP(Y>[>5NC&ZW`S[5Z#!"(6[T7XW]Y=A<^L\NPWP9W.!2`M1C1@=(C5]L@C_[+C9EV8Q1#JGN93KU\:>1OV9,X3JO7D@+4SXP:2$U>;PN+B>NU!TWWD&W^ MO=5U_TS.O+?2R%EKG#Y8P=$W):W%"`VPT4C?2%T].FM8`!6&JWN2V$/=9D/8T8'!.PWY'2U"5Q\H5(82:B,46Z'NKUS[F`+ MN/A"'6'D:]@21N9"TS?9V;4:*3+B*ZVAW5PY>X@`!A/S@]Z> M#<+3`RL4)42/-/+/ASMQG%;?:R/5`%"/&1T@-76Y"0Q\EYNR<"9^")]KY+^X M0ARG+^XH`:>-2E%""M6L%$[B.*U>2PI0/XL?4#,K8"N.HP'M`:1ZPAI`?^F! M5W=R[.[?>K10I3LL!HL'YZW?%1Q]D]8:1C)I;33R3UJ!.$H.O"#IW'TIA%"2 MF2U""NJ@TKA`YTVT'1S-R>QZX9QV[F$E\C&CPZR("1R]$5-82<0,2)HY1T3O MHEN(H[2$V\Q'&/F:N10CE'R%%.QF=J;1$QR]%UW#2B[ZS*B9%;&%XU1$>Y2I M!K1&F?_4O#NR=&X8!4"BOA4TK1["2-0C1CL@ M4=\SBH%$Z\`H`1*ME%$&)%HYHP)(M(Z"IJ^ZA)&H5XQ.0*)>,SH#B5;#J`6Z M:-F5I78D+ZFLSMRYT>Z155D]NI74U]W.1SD::,,H8+1E%#**&.T8[1G%C`Z, M$D8IHXQ1SJA@=&14,JH8G1C5C,Z,&D:MA>P:Z9[)OF"3W#_"M3;)/5K([F_5 MW6.J@E!1,56O&6TTTOO?^_LKNF?L96[4(CRLHN[:L67AD%&$6*I2!ZG%`RW( M(P%'%F2ZNI@C'A"QW^[>+MP3P@0&OJM+63ACE$-*'S4\+-Q#JP(6OF!'5BX9 M59"RFY(6W3E-6;/\F5&#B&A*]QZXA<'$U=D%WST\-@M^[KL1W7>ON=-CC^Q] M[*/[;@0<96>Q9K1A%##:,@H918QVC/:,8D8'1@FCE%'&*&=4,#HR*AE5C$Z, M:D9G1@VCUD)6`77?J$<%=*6^`["KOMD?)+ZHV(NM1O9IPZ-S.[#25N;-"W;U9X\)_'].5N3.=:F3N-@5-7^P:1K)/WC`*@&3CNA4TK1["2-0C M1CL@4=\SBH%$Z\`H`1*ME%$&)%HYHP)(M(Z"IJ^ZA)&H5XQ.0*)>,SH#B5;# MJ`6Z:-F5I>ZCK@N@6GD;Q^LH*5L5@+DO:B]X0VVDJ-F,OCK9L; M=^8.H&.>"K@SX!9&$C\4Y(D?:2MU&N&@K=`( M5U?OG$.]!#IF`FXCI#"2^)D@3_S7I;0,<7_P@CB5\*\L2OM)73 M">[>&%IF#M0)-:PDB;,@3Q*-MM*=S7]"&4:"1H;X5-*T> MLE3$:"=26+SWC&)V/#!*V#%EE+%CSJA@QZ.@Z:LN6:IB=!(I7'7-Z,R.#:/6 M2+1E:F:Z6^E0E:,UHPVC`)&6T8AHXC1CM&>4^\U+>TTUO9G_'[J.S M2UN)%5::-:,-HX#1EE'(*&*T8[1G%#,Z,$H8I8PR1CFC@M&14K4F>[D4Y7I6[:V:7>/U&.EU-R::=5@@C=J<%M?C:K!:HAJ%-W`4&-]!]BC2CWN><'V:=&9.VM,CXS. M76DK`ZT9;1@%C+:,0HWL;XA\=%:G2*S0#CM&>T8QHP.C1"/C&E-&&:.<4<'H MR*AD5#$Z,:H9G37R-V$C5FC"EI&J_;X"C*_"4[7/#&5AVHW4A:I]JBA5ZGN,TO_C4+WK5=NI??(Z/*5MC+0FM&&4Q*[YY`F;?$?^UVHG^.9=XI=Z^T M=AM%>=:T8K1FM&$4,-HR"H&L&Y%'Y[.6D5BA]W:,]HQB1@=&"9!<=LHH8Y0S M*A@=&96,*D8G1C6C,Y"W"1NQ0A.VC-0`T!5@W2HP&\K"L!NI"S4`J*+4`&`V M4AIJ`)AV]@#H'E^9`^"9J5X_[9)DGQ8]LBI]0-,[LK7VLV>;1^=UIXU8H;$# M#K@5-!TPA)1*;M@GWKYS7D>-Q`H!=T"RX]\+$BUWSQG#R`QXXSRI.X@1XB4: M&2V:"IJ.ET%*=?9P@0OWATYRL4+`0M2!CH)$R[W`4J3$Z/:=L[NLQ`KJ)U$' MJ@6)EAOP#"FS1:D+&[&">@LD7:@&:%^EZEYU.J+:G6DK,Z3;B>K'+PJ7\G40>5[O-5('P*H1.R1WCV]>\%([Q_V66M: MCXP+6G6?$;:7N;5&=O*/SB>%-F*%!@M8:\LH%$=IP=MWSDO^D5A!?L=:>T:Q M.)KR-&C[RS8V+0EKI8RR<7GG!",7*V1?L-:142F.9O;.'J`2*\B?6*MF=!9' M4]YI^T:L(-^REAI^5#IJL`WM:@9P6E^-ML$,$=1H8SD4F5&P:LDKVQX9%2*HYFJLQ.IQ`JI MGEBK9G1FQX91RXYJB%`%J"$R4@*W[YQV54-D,$.V:HBP'&K%J#LU1-@7U6+4 ME%IK3#U[/'3/)RNT$2LT40`D M\EM&(9!L@B-&.R#1VC.*@43KP"@!$JV4408D6CFC`DBTCHQ*(+,);]\YJW@E M5FC"$Y#(UXS.0))JPZ@%$BTU)JB[U9C03-34`&`VU(6A-U2!P88R,/2&.C#8 M4`@77WL`=`\PS0'PS&V5?MXIXD_=1R#4&F$\.EL)DK)VM\AK;=0=>0RUS]]$ M+U;HN(#1EE'(*&*T8[1G%#,Z,$H8I8PR1CFC@M&14^6C4 M?>7+4+`+][-?*UB9\Q'5_I@1?<9JHZW4!RBZ#YK=\D=[86!FY,;:CL5RC<(Q M)4HHTE;^CZWNQK3<@/LY6<5C2I358596R9B6FU4Z)ZMLS(BRRA%OJO,*&/@Z M[S@6R\VZ'#.BA"K$F_H(\`D&OH3JL5AN0N+YH2NP?3)N[W(O"3Z^[4]OAXF[?.;=Y*VW5_?;F8&7DU'_83XRP$FPTTA]O MO'EWX]S\!O!1SP2+7HH1HE<:J96^7P&=`Z(3 M7'S!:QCY@I]A)*W?(+BW`%IQG&Y]-3^IX-U!BB\'-3]I*TE"348]\Y>AFHP& M5T\:&%'^-(9A)2_/+C&*IGI"33S^!.R)IWN@/_^FX[8S=_9B/;+V8O2-'2OM MZ)U[UV*$LMMHI-ZW[\KN_L:YFPSP=]]*N17=Z1X)10G!(XW\J\].'*?5]W-2 MB$4)*1QFI9"(XW0*Z9P4,C%""CG$)[J@P-]]77`4W>D,2S%"\`KB_5;IZMVU ML_"<8."+7HOP=/2S*"%ZHY&_`%IQG%97\XX>)][=QY-H(0DU[_2>_BS4O-.; M=1\N'%9)=_U;8D!Y!^(2P\KXPB,U[VC]J:Y0$X\_`WOBZ=ZO>,'$T[^.8>UX M>F3O>*Z<)PNK[D./STWW:S%"JV\TTK.L^T5R`3S4%4\V]A9&:CZ>-`IA)"M- MA-C>Y6XGCM/J>QCY4HAA)"D<9J60B.-T"BF,?"ED8H0>R)&"_@$F9RM;P,/7 M`T<8^6*78H38E1W[SCW$/,'%%[R&D2_X&4;2]@V">[N_%SSHSR5[L= M;25)J%E'#R]O%FK6&5P]:6`T/;?;&9)%1ZA91Z?15P'UA)IT_`G8DT[W3LL+ M)IW^%1AKTNF1L]MQGC:N;K65;ZY?:R,U7^-J-QKY9_I`'*>;?#LGA5"4D$(T M*X6=.$ZGL)^30BQ*2.$P*X5$'*=32.>DD(D24LAGI5"(XW0*QSDIE&*$%"J( M]]NNA?O^R`E_]RWWM>A.9W@6)01O-/(78BN.T^IJ"IHQ&-04U%L9HT%-03WS M9Z&FH,'5DP;&UG,;GR%9M(6:@K3^1$^H*_'4#7M_)M8>1;^4(8R:(3(;AWS=F)XW1_ M[V'D2R&&D:1PF)5"(H[3*:0P\J60B1&Z($<*^H=NW"XHX.+K@B.,?,%+,4+P MR@Y^NZ!S'ETRON"UZ$XWSQE&TO@-@GO[OQ7':74U[0RU[;%Z@I4DH::=WO/9 M4-../P%[VE%-^I)IIS-WIIT>.3L?9WI8 MW6HK_\ZG-S+F^HWVZRYIN%6B(]Y`6WEO<;=S4@A%"94?S4IA)XZ2J'N7O9^3 M0BQ*2.$P*X5$'*=32.>DD(D24LAGI5"(XW0*QSDIE&*$%"J(]^OMC?LURB?\ MW:P5MPMJT9W.\"Q*"-YHY"_$5ARGU=44-&,PJ)T/C08U!?7,GX7:^0RNGC0P MMI[;^0S)HBW4SD?K3_2$FH+\"=A3D)H37C(%=>;.%-0C9^?CO#N^ZCY6__S. M9S#"U6ZT'W8^[DEC`%W?RK>%D6_9#6$DBTZ$X*H]I^>_G3B*E5OY>QCY4HAA M)"D<9J60B.-T"BF,?"ED8H0NR)&"WOFX75#`Q=<%1QCY@I9MZ&4)./#N#K#+7_ MF9.&,;90"VKRF96&,9A&K].>@KH7_%YP_M._#VB=__3(V04YF^25^E6>;@KR MSKAK,<(U;S323[NN;IR;N@!_]ZU\6]$=;9#+,_Y0C!`\8K1CM!LY*9Q%"2DT MLU)HQ7$Z!35QS"A>M6OIK8P]O)HX>N9O"#5Q#*Z>-#`6O&-(/:@:M-`6:N*8 ME0:&P-3-A#UQ="\XOF#BZ-^'M"8._8JD.BH:%OC;*^<#`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`TM?CA]I/319:>J(![^^X+7H3@<_BQ*"-QKY^[\5QVEU-<_H4>+;NJMYIK>RSFQF9:%V M+H.K)PV,)^\X5)/1D"S:8HE!A)'H]H2:C/P)V)-1]TK@_-.:._T&H?%):HW4 M=Z4CQ96@Z198PT@^&;YA%`")^E;0M'H((U&/&.V`1'TO:%H]AI&H'Q@E0**> M"II6SV`DZCFC`DC4CX*FU4L8B7K%Z`0DZK6@:?4SC$2]8=0"B;H:EWUI==^Y M/WE+K<:EMA)]M?XS&ZK+B#"4ES?"4'%&A*'D##94V"6"/::Z=]S,,?77%OC^ M33GS8+3[8IKN68EY`5=7[D-=6*E98+(AU]K(.KFACVYNM-7T[V4&T/$%V\[) M*!Q3HHPB;>4_OMJ-:;G',_LY6<5C2I358596R9B6FU4Z)ZL,2FK7.70Q995K MJ^G>*Z#CZ[WCG(Q**'DSJNR,^*<_3Y#Q)53/2>@\ID1-U&@K?SFU8UINQZD) M3(].7^YJ`M/#VK2BO-2UEE)?_X_]S(91H)&A MOA4TK1ZR5,1H)U+(82]H6CUFJ0.C1*2@G@J:5L]8*F=4B!34CX*FU4N6JAB= M1`KJM:!I]3-+-8Q:D8*Z&M8SBD8-Z][*J!HUAIFANHRZ4><2+AK7H]MJY/5R) M%5IVS6C#*&"T910RBACM&.T9Q8P.C!)&*:.,4JXFQ2[UZ(,K?@SY1Z__Z4 MM=?62#V&-,K:_T8QHP.CA%'**&.4,RH8 M'1F5C"I&)T8UHS.CAE'+2)4U=:0J:V:K$3;2XVI.9]^1/E>[*;:S>]TNZ^YU M';.LC3O+9RJ\\W2.BWNDO@(#M;NZ([1FM&$4,-HR"AE%C':,]HQB1@=&":.4 M4<8H9U0P.C(J&56,3HQJ1F=&#:.6D2IGZDA5SLQ&.ES-TFPWTN5JEF:[D4Y7 ML[1I9Y=S]XZ'6<[/U+!^)<0\?-3(K&%"ZSM"&T8!HRVCD%'$:,=HSRAF=&"4 M,$H998QR1@6C(Z.24<7HQ*AF=&;4,&HM9-7(_=B[/5>W;^[5IGG^+Q)>5.SI M3R/S&T`%R9KOWB>OM5'W@U?#QH!_D5"L,+D&C+:,0D81HQVC/:.8T8%1HI'1 M$"FC3!S-RW9>G\S%"I==,#HR*AE5C$Z,:D9G1@VC5J.1+]V\5UW[@FGI8N[4 M5J=@_SR-MNI>:QO*AFNK]^MN"`>CQ9WSYNM&2RDK-'(`)#_`L!4D6F[`$$9F MP-MKY_6`2*P0<`,8B!3GGXRXR!6D$\T4JT%E#+*Q%$ND9HK%RMH%4"2 M_5&0:+G-5<+(NAZW?RJQ0L`3D`2L&9V!+'GWARD:L8)\JU'?7/;TJ<[\7E++ MG;E3RSTRNF)U3VBM47?T9U2N\]KD1JR0>L!:6T:A.!KR]\YWB41B!?D=:^T9 MQ>)HR-\YV1_$"O():Z6,,G'TR.=B!?F"M8Z,2G$4^=MKYYRF$BO(GUBK9G06 M1Y%?N(W3B!7D6TO+KLKNB=W\C=]]_X#/O#W7R*K*WLI`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`2+2VC$(@T8H8[8!$:\\H!E+%+C?P]\Z4@$)%HUHS.0][(;L<)EMT`7>;O`NJ<-9H'Y MGVKT8QHP.C MA%'**&.4,RH8'1F5C"I&)T8UHS.CAE&KT<@Y],/8HX\Y'VN^.-KW`!I9GPU: M/#BW52M8F:.!JDR,4#\;1@&CK:#I&@[%".H1HQVC/:.8T8%1PBAEE#'*&16, MCH*FK[H4(UQUQ>C$J&9T9M0P:BUDS5\/+WO\<3%WBJU_C&%]F'7QX-QOK."H MC(<5AXNMEWKF/74MI3^?1[^X@TCJV'HRTA9&OG1"&)E*]/9NA'34[FY5[_'D;R@#L69*A?NRLU5_G?HTIN4V2@TC:92S($^C--IJLE%:R)B7 M8H2W!ZDR>L$FXZ$S=P9ICZP5X=8MHY5V]'Y,;2U&F+TV&NG?_+J[6SAG8`$, MU*G3,$:,B[U\WGLKPM-&H2@A>J21__.".W&<5M]+"E"/&1T@U?_@!U]N`@/? MY:8LG#'*(:5_7.3ZT;D++&#@BW44X>F++T4)%U]IY&_:DSA.J]>2`M3/C!I( M35UN"X.)R[6'S/#WP@R>-K+7M]MIY1+^"HV_J6HL1KG\#]7[67KC?YQK` M96**T*-&9^T+'HH2@D<(_LRRI=5]*>RA+I-DS.B`@!-7F\#%%RJ%D83*@.0; M('*$\EY;(8[397N$D:]Y2QA)"M6L%$[B.)U"#2.YYC.0!&QF!6S%<32@/7S< M)V1_Z>SD@1^<:60M1HL'&E6]XS.+46]D?')[H]7]E\SW+QXP.T/)&3&!E3IX4,67Y3!QQC;E&_F8N MQ'&TWBY3V%$"3AN58H04*HC;%^WL/4ZP\EYTS?)G1@VTO!%;6$U%M$>9LGK) MWJXS=_9V/3(^9;1Z&-!TBZYA)&=F&T8!D'RV>BMH6CV$D:A'C'9`HKYG%`.) MUH%1`B1:*:,,2+1R1@60:!T%35]U"2-1KQB=@$2]9G0&$JV&40MTT;(KJWO` M9AY-_K7YNU-Q"DXC>25Q]:"1K%%K1AN-<%-T=>=,=@%\?'N`+8PD5L@HTDB= M$DAWCY:/&1TTTE>G5)PSD`0^9C#W+BB%D5Q=QBBW8SWL1H!R3J>T8Q MD&@=&"5`HI4RRH!$*V=4`(G64=#T597JT9K1A%##:,@H918QVC/:,8D8' M1@FCE%'&*&=4,#HR*AE5C$Z,:D9G1@VCUD)V`;G/#O_:`LV/%!]Z9'UUS.+1 M66Q7VDJ=MF-'O6:TT4B?MKM?S!W`8V(JUF<4.D6)%(H?@D>(I!:2X9!PY"!= M:_D"[J$N`6-&!P34W]+HW(`F\/!%2F$DD3)&N49Z:W!U[6Y\"OCX8AUA)+%* M(#D(J#1Z[O1[1C/64)>`9T:-1I,7U\)GXN*L,?'H/@;U+]<7NR1.J3"-+9FM-%(/Q^YOZ*37ABHV_9AZG,+=,O"(:,(4FJ'.DCQ?0^LS(!\ MW\/R,:,#M/HS^^N%^QV%"0S,8.[5I2R<,7PDC"98QR)]R[F\>[=^[S0KCYPAUA).%*(&G.2B-_$C/R#4R-IL]%8*35_O&GZRF&T8!4"R,&X%3:N' M,!+UB-$.2-3WC&(@T3HP2H#^'V?GN]S(;6SQ5W'E`:Y%B5PN58ZK*%$2]8<2 M*9$2I6^^OALG=9-LRG9R7__^6ACT8'!Z9BE_\2:G&T!W`^<,!C,:MGT]*+3. M4-O71J''#+5]/;50?];;[-3VOE/H.4-M[R\*[3/4]O6JT%N&WOOJKBQ[`E2? M#7SX0P:S]!RI/"AHH,X>)'EU]B`.M?62]V0NFKZ:;O<16UY*;[%7&()?8VW;$',1="PV4896[;_8O M4Q[PUQ]2O\\^90CU->&A'2Y'L&ZA@0@VN?K%NKO?:E=72MT MTW:5I^=6H3MMN%+H7AL^*+36AAN%'K7A4POU9[W5KG8*/;==Y:Q?%-IKPU>% MWCH-NRO.'H*4LA_LK=E_^^:Z>692LHZ/+E8[X+-9X5>E!HK=!&H4>%GA3:*K13Z%FA%X7V"KTJ M]*;0?!Y@Q1+(DSL/)GP>S/@\F/)Y,.?S8-+GW5GO+G46;6>IO]]>OO\,V\__ M_NWWK_]8?OG;+^\'VN$=9LD"ZZG2UP;BD+(]Q#BI+HGG,_?*15DH=*'0I4)7 M"BT5NE;H1J%;A>X46BETK]"#0FN%-@H]*O2DT%:AG4+/"KTHM%?H5:$WA5CQ M,I'SLP`+)IP5KVV#*6?%JU\PZ:SXTJ^[XJ/G?_ALZKP_\9@DJO\>HT$*A M"X4N%;I2:*G0M4(W"MTJ=*?02J%[A1X46BNT4>A1H2>%M@KM%'I6Z$6AO4*O M"KTIQ'*6N64Y*W8>8,&,(^#:-IAS!%S]NK/>7<[V!.@#>Y7F@5%[TGTV:Z#V MT.9X5>%7I3B#4L<\L:5BR8<"19_8(I1Y+5+YAT)+GTZZSAT5']N/`//4)/ MW72W(!DK_RZWP-I]B=SD9:\)5Q+?O>A'(PNWO'VY#+"K`%L&V'6`W038;8#= M!=@JP.X#["'`U@&V";#'C!5%?BJPMGQUD;?9JRIR=>NT*]QRD9\#["7`]@'V M&F!O`3:?1^!9!)Y'X"("+R(P6C+S:,W,?=$$?WP\.K+GF(=?#))_39CT++3\ MYD;V`^N?2Y)-+?G">YXDI!(-4"2LF`E(YUC\"I)+>8)!@ M,$@P&.18_PAPJO$:G`AHYFXY56@FF-%,06BF(#13,%IY\W+I]64WV(>.9?$R]AQ7R3K6`D*QBY"D9B@I&78*25L,Y'Q#BZ M_N'[__SXP_<_-X="D(/!7W!%!\^FDU-C(H&"T:(T/I69'A8\]C1T?Z0#9C173DEOP*C-0$(S/!2$PP\A*,M!+6 MG3GY$&/AEF<.,GC3C$$&P2"#8)!!,,B0L")=R"`89!`,,@@&&02##()!!L$@ M@V"003#((!AD2-AP22&#N^7R00;!C`P*0@8%?<%49$B>15F-#`I&:\:N#.KI MJR;U69'!'K:56[(_>&N3GMF5SY!'1PDK,B%EP>"(8"0L&/D*1KJ"D6V#=6Z, MZF>M7##<+4\H'!$,C@@&1P2#(X+!D09K'_##$<'@B&!P1#`X(A@<$0R."`9' M!(,C@L$1P>!(@PV6%(ZX6RXI'!',.*(@'%&P73#M@9!=,!K/MJS&$06C-6,< M4<]VU;SW67'$'KJ6'!D^AQT=I8>T73(DK$L&Q_IW@"2;O#KZ-*E?N")]=\NU M)WL?(&,D[UC_H%2CZ8U__$YF4O^%%!QRMSP`'&JP=F\*AP2#0]ZV'>*D^C8L MK'*O/`*L2EA12UCE6-M;<&_3],8"\+3DQP.@GKOE0:&>#Y`QJ.=8VUT]*&3T MWEHOF4#XZ6YY`/CI`V0,?CK6=E`L0W63J`Q5D$8 MZZW;0>HIG,-A=\N#&(<36$RB<=C!ML,Z-]L&-AT.3J,1W?U\8%_::>"*Z!][ ML#XZ\B?KN7]JTCQ&;[6)`@A&_@GKTKK^$CL5<;<\!.E+=Z0J&)EZV[::DZ/J M^28D=K<\!"26[B"Q8)#8VY9#*(O=+0\!BZ4[6"P8UT9O6PY1':K`67?+0\!9 MZ0[."@9#O6TQ1#T7,-3=\A`P5+J#H8+!1V];#%'/!7QTMSP$?)3NC(\*^MKK MKJFC:C:,D#**$5)[].57LM377S5,-2-&/QW&%V5(/WLH^I'KK/G7IQ0)*P(F M7<'(-F&=',;3ZE4T\G>W/!^D+]V1JF!D*FWAFF!P3=K"-<'@FKD.[@F&%R3MA!+,(@E;2&68!#+V[8A2Y4AEKOED"&6=`>Q!(-8TA86 M"0:+I*VQ2$%8Y*W;H"=UG8U%[I>C-A9IC[Z*BD5I%S%M[NN(9>E]^D(**6,/ M8S]"F?3PMKLU;1[H=JY8@I%:PBK*5)\?(%EWRRF0JW1'JH*1J;2%,H)!&6D+ M902#,M(6?@@&/Z0M_!`,?DA;^"$8_)"V\$,P^.%MVZ4VEA\T*=QR2>&'=`<_ M!(,?/D1N"S\$@Q_2UOBA(/R0UD8&!7W%E.O>UT<)^@(IU[VOD!+T)1*2P9[@ M?H0,S1/?]MZ2Y!)61$=N@I%:PBHR5-=`DG6W7'URE>Y(53`RE;:003#((&TA M@V"00=I"!L$@@[2%#()!!FD+&02##-(6,@@&&;QM28:JI+O"+9<4,DAWD$$P MR.!#Y+:003#((&V-#`KZ>BG7J"^8$O054ZPLN^'1/GV!E,U]A92@+Y&(#*/Z MG85O'%J\^U>;J08K0CX?*;;(&+&5,U<]HKDHW'+U+S-6#'$58,N,%>E?!]A- MQHK^;@/L+F-%?ZL`N\]8T=]#@*TS5O2W";#'C!7]/078-F/#)=T5;KFDSQDK MAG@)L'W&BI!?`^PM8T5_D$&7P?PL@T6/7!D:SQ+T%5/VZ>NC!'V!E,U]A92@ M+Y'4O'MC;]]Z[EP9_M@I]WLW-4?*IZ[O?ZA$RH*1<8.QZ_,#F7']A\74P-WR MA%("Z8X*"$8!I"T<$0R.2%LX(A@&(8'!$VAI'%(0CTMHXHF"[8MI].1>,[%F` M[0)I-S+L+:N95HL.)%*W)+?F#M+-5G>B2; MO+[Q.Q.%6YY+LO>F&2-YP`)%[1Y MM!J,"^KIZR%Z46UD3U$_PH7TU+7+A815']NJ3E])MW$KKPL!/0(O^4-7*I+< M3J;\\==_?I3/*+F=#)G^UE6_"`7Y#P@*.0B&JX-"((*^)"@T([D-SR`R$O16CVG"XJ'E96@; MT:"M1&+7W4-",?D)^I-8G'Z=/T<7-R3*0VY7G4;G/&S^[">M\EF52?X.4PC9-V=?T"@UE=:\\=]0P8?Z=K]&L_M%*"MBT M0]5[>Z=\WGN_%Q5TKQP#,I:P[K=(3ZJ33I0M"$/^4!VQDQ$0.V^:1T79FE%Y M:N)9R9?I4#9OVKK5BPQE\T'[O5`V[RN'@8P=$@9JYDW[!T#-#@@#-7.O'`;2 ME;!F'9P<"4'0K@-"0+N\\_Y`T2[WRB$@5`FKED%U((50!6'(,C"EDB%,J;QQ M'M=DJ1EX<"68+'GC_M3LGL$''G`K6>6A.(F&O[YC0C0<2B5$]ES^(T*4GN-W MMU<)ZVRO)B?5F1.E;-R^L;URKYPZ54M8LY.0!42#`D1S#T13#T)6'%+Q:@+PD;ONZB+]ZT/V#TQ0?M]T)?W"NGA;XT M_:=MDM0593D@`)3%N^X/`&7QOG(`*$O"ANN`NGC3_@%0EP/"0%V\KQP&ZG)( M&*B+-^T/P\3%X\@CF+AX6P>=$B]6]/T&[L<]\JI4[6$^2[GT^RH>O<`?6G: M?6.7X[WW3Q,5=*\<`_J2L.KR5OUM&Y(3A"&7-U1(1D"%O&D>%15J1N4?5\UH ME^--6[=BRM\/6E&AQFMH`E`A[RN'@0HE;/BZAA9YT_XPT*(#PD"+W"N'@18E M+*^#D^/)<74)0X@.B`$A\M[[(T6(W"O'@!`EK%H'U7>*$:(@#%D'ID0RA"F1 M-\[CVC:G&9A_^I>"*9$W;OWJM6#;G,9M:#'PWD5V:S\Q:`=$!X72\JB'DY42 MV1L>'U$B\Z_OMQ)6;7.J;Y=1RL:-?[R4=8DHI'OE6:!J"^[VHH'OE&%"BIG_^\?XG)Y4@HD2-6QF&K$"42$9`B;QI'A4E M2MCPU8?]D#=M@ZM+BQ+YH/U>*)%[Y3!0HJ;_YMCH^4`T*"F_W1(-!OSBJAJT`$QH$'>>W\,:)![Y1C0H*9__FE7P+CZ90(TJ'$; M7`&F03*$:9`WSN.:!B5P>!&8!GGC-L!Z%9@&^<`#;DZHXF.*ID'-$,U"F%3K MWVZRAH.HU,?>R"G5QYYY'O+#$:-1>I>'T7*A*%["JAU1M58I9]-T2(,IIGOE M`:AS3I]&D6H64K6G7H[[I,Y'N-10#M908T*&$=:^$]6^EH4-!&)$. MR0CHD#?-F:-#S:B#ET%TR)OV+RUTR`?M]T*'O*\K?N4%Z(BZZQ$WGM_#%30O7(,*%$30QG]9*PGT(U;&8:L0'9$ M,@)*Y$WSJ"A1PH8OABB1-^U/"R7R0?N]4"+O*X>!$AT2!DKD3?L'0(D."`,E M.CS^-))0$HT0$QH$3>>W^D*)%[Y1A0HJ;_[CK0(^@@#%D' MID0RA"F1-\[CFA(E<'@IF!)YX_[43(E\X`$WE,A[\U!0HH-"<1X==DIT_,'7 M(]_]JWNS!JOV1-6NY7R4FP[M1Q;NU=Z67F1L^)#B,KL-7@ZOW&LHC&7AE6?@ M.L!N`NPVP.X<:]-:96PXK?OL-IC6@WL-I;5VKS:,3<:&PWC,;H-A/+G74!C; MPBM7=Y$`[G"SVVEOO!9_CG]Q;^SE!;KUR*#USP*U7;G;0-N>8 M&#ZRS7GWK\7%^K`;MB*=R5C%I7$K+Q#U1@1Q<:\\*=0K8?F[_$>?)\?5)HIB M-3YE$'7O5,][[Z\\%72O'`/*TO1?1B_[?<0F"$,N;^B/C(#^>-,\*OJ3L.%K M&_KC3?O30G]\T'XO],?[RF&@/X>$@?YXT_X!T)\#PD!_O*\$@0IYT_XP3(4\CCR"J9"W=1`5.F1<-CIMXX&!G57? M>AS6]N:A.(^&UZ5ID><1AM*]Y;+W;CM:],=>?7_OII8HZ_K/?^KL?^KOK%#@ MY#6HRY37O7)!J&7"\L.1SY/J(`!]:EKQ3Z_F4U?ON]^+JGI?.0+T*6'#ET;T MR9OV#X`\>1AY`.3)6V8,>3ID4.3)F_8/BCSYH/U>R)-[Y3"0IX3U5A]E.B`" ME,G[[H\`97*O'`'*E+!F9S2NO\R.)AT0`)KD7?<'@"9Y7SD`-*D)8'"'@B9Y MT_X!3),\CCR":9*W==`I,[SL3).\\<#`SJ-!!MK.2.-S[O3-@:G141T`?!T`=IBSX(AAA(6ZCO6'_$4%]Z@_J"07;O+4<,M1WK M'P%J2V]06S#8[+WE$>"N8_TCP%WI#>X*!E&]MSR"T5)!:"FM[89%P79-M;_T MQ7%']AQ:CL8X[;!=:.TB-9*505:4LC?O2DK]P0M\\P)?^=#G.&&=>Q#>"^I^ M>I.Z-&YM4\KB6#MQ\@HGA4IN^28D^E4LRM0X?>,NQ$?,DTO9'!N(`H8V`W1O M0ZHW("!M$$=T&^*#YD#@<=14_[BA<1O>`<+VH+?ZM@S^2QRPW;&!@B``S0#- M;V3)CZTB!P>$@$#X<+D4R(%C`R&@$-T0CL;Z,UU(Q@%1("(^8HX"R7!L(`I4 MI!F@NS*JQYX(2Q"'K`S3&A\U1V);@*AQO39,?I+?\.*P74'07[TZ3*,T%J=: MY_9%:&L')LT8S1^6R&_(FF0-AU&)&-P>%+'#?D1M9%)5OT+38-W]0O(#:Z>_ MKA&53%[E#ZD%&%7SWO*T4B''^D>@2#(":B08TN.]Y1'8+PB&SDA;]@N"H2#2 M%KUPK#]B%$1Z0RX$0R"\MQPQEM1%605]3Q6HT+GJ?_6';?D$[](56+%(CGW=(Y(EJW__V MUR]??E_\]/M//_[PCR^__O+E_,O?__[;=S]__?<_V3*?G(PY?W;\NU^__.7/ M?YI_^G0ZYW?HZ*.RG)EEF3ZE+Z:IF=XW`V+Z;*;WK5)EXO?(3M]K&XQE)ON- ML,AD8_%C2I')QN+':@+3R1@3"4>FB9FBE.%WH_3:^;CD[G$7X&OHQZ.Z.O9=CBQ,(+ MQI]3O;!"9U;6L*J63%@Y*UQ4-RYC5@%2C6*&,6;EL6)HY0LJ6/ED2C0D-#IB M5*SAN%B9,:S1E%E;)@UKM*S,.GNWOF_=ZXGAZ>:16?D>ALXI;4?,$-8H(SY( M,SGE?9/(AB)9MO,>Z]F[E4_2A+7`2BVPAK7`2BVPAK7`2BVPAK7`2BVPAK7@ MH3.UX"ES6`NLU`)KE.^S)<2#]\CV8K:7V,;'?R:G?.TGJ@.V3V:+JH!M:K:H M!M@^FRVJ`+:9V:+\>=9_A"W,'MO(;%%^CY8#+SY$MB>S\;I#9./;2I-3OIP4 MY8[MD]FBW+%-S1;ECNVSV:+1LELO$-J\GI)JX+MD]FB^J";6JVJ"[8/ILMJ@NVF=FB MNO`JS!&VL"[81F:+S"XC9HG9\-VQRRKN,D8WOATU.>6THLO$= ML0GS$*XE;)_,%M4,V]1L48RT"]LGLT6UPS8U6U0[;)_-%M6.Z\N(ZTN8`]>7$=>7T+9_3YY,H@0Q MLLW"&&VT,++5PAAMMC"RJ\(8U13=&Z%[H0W=&Z%[H0T=,CT);5QC1EQC0MN3 MV?A/%,O6;+O8QMR/F/NP':F-F/O0QCP9%T/;^U+D/U$L<'$$%T/;TFSH231- MV([-%LT2MA.S19.$;6RV*);]E.W#-%J%^RF;AVFT!M^FH].WT+*8LJF81KRF M5G;]X*<*=7?)W+QO/6,C`>["`+<$N`O#>";`Y]#R@N4EM.RQO$ZCLN^GQUBB MHN^G)UBBDN^G8RQQP=GG32.YV$_9Y4TCL5A3@TU8@S4UV(3Y/)+/8VAYPO(4 M6K98=F$-MM1@%]9@2PUV80VVU&`7UF`[9;\7UF!+#79A#>ZHP2JLP1TU6(7Y MW)//?6AYP/(06M98-F$-UM1@$]9@30TV80W6U&`3UF!-#39A#=;48!/68$D- MKL,:+*G!=9C/#?GAY0[+*JS!'358A36XHP:KL`9WU&`5UN".&JS" M&MQ1@U5/#=@SAK$MB>TZC&U);-=A;$MBNPYC6Q+;=1C;DMBNP]@6M+D(VRQH M<]'3AGU`.*<+YO0BG)]+YN0\L909R%09QC.0\M"RP7X;0NF-:+<%H73.M%.*T+IO4BG-;YPLJP M",LPOS#;16R[--O5.!+N^>78CFQX'T+KA\T.;,;1%1:;'=>$X[TQW%MHF<\M MDGEL.S/;>1SEF45Y'D=Y9E&>QU&>693GX7C/#/<<6EZPO(26/9;7,,(]`;Z& M\>T)[S6,;D]PK^$XCXSS&%J>L#R%EBV671C;EMAV86Q;8MN%L6V);1>.<\\X M]Z'E`,D[ MG=5A]WYL-ZWA6-2:M1?-X3U1W(>6!RP/H66-91-:'K$\AI8G+$^A93'F%BH] M2*L2VF)A"467Z3.Z.PN[HZ(LDRA56\GQ8K6U>AFVN<(2+V);PZMP]I;,WBJ< MO"63MXKG;F3GY-$2WH_LE#RZ"+_->#P1&18C.SR/KLWGQ]/3R_0'\%6MK[#< MA)9;+/>AY0'+8VAYPO(<6EZPO(66+278A2784H)=F.GSC%.CJ`0O,XZ,(L.> M6_EH1[CG<&D5I/LTX,HH,6YX11/ES6F$'24%;*'].Y^P@)\B?YP!8 MHOQY+P-+E/^:_#=A_FORWX3Y+\G_.LQ_2?[7838W,YXF1&G>SGB4$!GN.->/ M\N?$WP[3@OPY[\<2Y<^;+UBB_._(?Q7F?T?^JS#_!?E?A/DOR/\BS.9RQI.! M*,VK&4>1D6')&7V4/Z>)=G@?Y,_S'"Q1_KSQ@27*?TG^UV'^2_*_CO-G>QCM M.M;<"D3XV8S3W2C%\QE'NY%AP;.9*'=.,>W`-\B=9S98HMQYIP9+E/N"W"_" MW!?D?I%R_]XO/[_]^,._?OKER^JG7W_YVS]_^^[O7_["BS%'_\5YPW>__NT7 M>ZTV_9_?O_Z+OX3YTW?__?7WW[_^X_U__O7+3__SY5=SP/DO7[_^GO\/XOK] M_WW]]7_?7[[Y\?\%````__\#`%!+`P04``8`"````"$`8^)+DQ$*```,+P`` M&0```'AL+W=O34`+Y?:FOK[#G/A#@)-8!30.;R[;=EJ25+;3O)[+Y,AA^MO]JM;ED2 MNOWCY_$P^%Z>+_OJ=#=T;L;#07G:58_[T_/=\#]_!E_FP\'ENCT];@_5J;P; M_BHOPS_N__F/VQ_5^=OEI2RO`U`X7>Z&+]?KZW(TNNQ>RN/VS^7VL6YT/(S<\7@Z.F[WIZ%06)X_HE$]/>UWY:;:O1W+TU6( MG,O#]@K^7U[VKQ=4.^X^(G?/G4W7> M/AS@N7\Z;+M#[?H#D3_N=^?J4CU=;T!N)!RES[P8+4:@='_[N(E\?_!Y:7Z$9[WC]G^5$*T89SX"#Q4U3=N&C]R M!(U'I'50C\"_SH/'\FG[=KC^N_H1E?OGERL,MP=/Q!]L^?AK4UYV$%&0N7$] MKK2K#N``_#LX[GEJ0$2V/^^&+G2\?[R^W`TGTQMO-IXX8#YX*"_78,\EAX/= MV^5:'?\61HZ4$B(3*0)_6T1Z&C+9$/YBPYNYY['I?`:]]S2$;VNWX:]LZ,QO MF.O-YK7?/2VGLB44P.>Z7,B&\/>373HPJK6W3B/*'WM.!T/+__/9;C&ZSD?# M.Q+)4>?:9GO=WM^>JQ\#*&`8_LOKED\'SI*K89:).*N\ZTH[R#>N\I7+W`TA M\I!1%ZB5[_>.-Q_?CKY#@N^DT:K%R+18HP7/9JZ[L8%O@\`&H0TB&\0V2&R0 MVB"S06Z#H@%&$%L58$B,_T>`N0P/,$9FA4!'W+6"B1;89&,#WP:!#4(;1#:( M;9#8(+5!9H/<,ZQ!B7E2">>$GS&7)-R(80GY"`D)"0B)"8D(20E)",D)R0 MHDF,V,%+W8A=?\"XM1DP21H!(V1#B$](0$A(2$1(3$A"2$I(1DA.2-$D1L"@ M'HV`B1=ZG6S7E_WNVZH2B[Z60$[@Q2U>YUS$C*,@KJM>0&M%=&5/K3?^1M@P M>#>JZG==:PKVE1%F>4!(2$A$2$Q(0DA*2$9(3D@AB'AX(]A\KT573Y\,-ARWHN4K(WR*@)"0D(B0F)"$D)20C)"=W;6X-A-B^N%!!*L2,S>V!$%:\O;*B`]%BY+K6 MDL^7/DS&8K/HP+G$V/',_@)T%+8#G?V%:-3G5-1F1)R*+:=@-3OWYM:TDZ!4 MGU,I&O4YE;49$:=RRREW/F'CL>54@5(=3IG9PG=7G\@6;FYEBT"3YM,QMC!' M;\W/1*"AVU^V+48D!KZ4FO`5RO?[V=A=6"^W`"V:,XF=FN%'/(K:C(A',?8G M//*&1F21\`_F)))'[ MS9E:'Z[XN18,/X-MD2I>YEDKQ+6TXOFKK.P`;+01SH\^10%%H4;=ZI$V0O68 MHH2B5*-N]4P;H7I.46$@CS2$1R*Q;STJ3-3\&?+]N M6XQ(3OI22M;MA#E39V*/;H!&'6E9[TC"CS@5M1D1IV+L3Q0*G"POW,7$6I8E M:-3G5-K6G_UX69L1<2K'_F3UN@XFO\XP1OVE[(RPG+P=3M$`46A1MW%%FDCE(HI2BA*->I6S[01JN<4%08R MAX1OVINE_$X!RSU^LX`%FL+"6\V6S+-R=PVGF1\HX!8CDI:^E)(%[#AC9V:M MY`(T@8%5/ME%$'[$I:C-B+@48W^B4J9SQ[,\2M"BSZ.TK3/;[:S-B'B48W_" M(WC'N=:46J!%AT=FEO#3AD]DB3B<@'-83,H5/Y.%0IPV"Y%YUHII+:W>*5>I MKL_/?-T..PPH"C7JSHI(&Z%43%%"4:I1MWJFC5`]IZ@PD#D0_#CA$P,A3A]` M#[M;.0)-88VK2H-YUBYG+:W>62<+*3!"=5^VD[7I>LRQ]FL!6G2DG7RS*F7M MI%T(D?81NX]17&3];,&LI$_0H*_W5`MW]YYI(^P]1_%9O2-8V(=0!7[?T;DY MT/R$HSG0OW5FZHAS$F/\!9HV3X"8/5VML6&S7.T!V&@C#($O$6ZA)\[,>B,' MV*B9?[9RB$9]W4?:"+N/S>X]-K$FF`3;]/6>HE%?[YDVPMYSB=BB'G\VL]Z! M!3;IZ-P8?_=SYUBUN;E`DFBB?Y]=:]2=V!LT6NBJIBA`I-5#C;K5(S32ZC%% M"2*MGFK4K9ZAD5;/*2H0U>IFU&'(__>J<[F*-1@",3U5KJ558_;<4.1+A+N5 MN;>P%N`!6G3,*F)"I]6TTTL](5L*^ MM,)7$IO/IE:F!2@$XZW61.2=A$;:@4@CW8XX$)L.P-Y@8J]*4*>O_Q2-=/^9 M1CW]YV;_;,K&UH\9!>IT]&]6&C]DZ5N8_%F]PMSWWC4"5YS5-%T!V8CV['ZZF(]W?D4!50]U*A;/:)2,46)EL+50*I1MWI&I7**"BT%ZN9H MP.1HC,8[\QXWM]Y,$C5N&_&?OKB51AN*?(H"BD**(HIBBA**4HHRBG**"@.9 M\>,G#LUL?B=^XH#"R%J)6+WH^V*5]AINX]:QA$164POS=`$*;\2%6W$)\EB> MG\MU>3A7^Z#`[E$X1W7-^-.(O;S.+# M5ZJJ*WZ`GD?J'OO]?P$``/__`P!02P,$ M%``&``@````A`,VC:4-)#```?ST``!D```!X;"]W;W)K&ULK)M9NV M>=B]/MV.__-']-MB/#J>-J\/FY?FM;X=_UD?Q[_?_?,?-S^;P[?CKP=/Y].;ZO)Y+A]KO>;XU7S5K_"7QZ;PWYS@E\/3Y/CVZ'>/+2-]B\3=SJ= M3_:;W>M8*JP.EV@TCX^[;1TTV^_[^O4D10[UR^8$_A^?=V]'5-MO+Y';;P[? MOK_]MFWV;R#Q=?>R._W9BHY'^^TJ?7IM#INO+_#3Q=@=Q$.LJ?>3E93D#I[N9A!T\@PCXZU(^WXR_.JO+\\>3NI@W0?W?USZ/V M\^CXW/R,#[N'8O=:0[1AG,0(?&V:;\(T?1`(&D]8ZZ@=@7\=1@_UX^;[R^G? MS<^DWCT]GV"X9_!$XL%6#W\&]7$+$069*WS@]WXZ]^=7L>NHY8#[Z6A]/T4Y(CD?;[\=3L_^?-'*4E!3QE(C?B3A7 MB]G,GR^N+Q+F\D/2+.M,KH_8V1:K-%"Y)30#6P0VB"R06R#Q`:I#3(;Y#8H;%#:H-+` M!&+;!1B&YO\18"$C`HR1N4=`$7>M8*(%-@EL$-H@LD%L@\0&J0TR&^0V*&Q0 MVJ#2@!%,R!LCF.(J"^F56*R'9ZEHV(88XW(OR4SN M!T097#,2,!(R$C$2,Y(PDC*2,9(S4C!2,E+IQ(@=;"V,V`T'3%B;`5-$"Q@C M`2,A(Q$C,2,)(RDC&2,Y(P4C)2.53HR`03X:`=,FV^EYM_UVW\C]Y9E`>K`Z MRS5;B)AQE,1UJ1AVA#)[;I700-KXL`!VV>^ZUF(4=D8XRR-&8D821E)&,D9R M1@I&2D8J2>3#&\$6QSJ^16HS^_)@"Q$SV)+HP>X(!9(%6]KX;KO'.567# M[N]=G#M5)'%'^OM).AVQEX-^/+.:I]W?437K5)'D'>GOI^ATSO=3=G]'U:I3 M!6*,$RP_QCB=F?QP_L+9+ZS-`9%$'Y".]#]`(&U\6&^[V>^[,S-:86>$3Q$Q M$C.2,)(RDC&2,U(P4C)227)F]HL#TP?"VIJ;<55(G'VU$,W-$*W1"M*PLV*S MGXPPD"%'$44HXR@GU*]>D!&JEQQ5!C*FMSB$?F0@Y($$MF[8 MW7VK`-<2D$%=B)TI&PC54*_G?"#.&+FN)16J#KVI/!$N_9EOU:M(F8B#=>>3 MW5N,1D,N)>>,F$NIZ1)%//V1???:SF/9T!W.X\X()V>(ZGH[ MW[6N$"*TTFN)ZSNF#[&R&O0A(2/T(45UTP=K,#*T&O0A)_G^B5V0$?I0HKKA M@V?-T0JM^GPP9X0X#.HS8GAE%+=3]M!+Y-']PUI9`>I_O@"-EET1"CF*$)%Z M3*A?/4$C4D\YRA"1>DZH7[U`(U(O.:H0M>IFU,5148^ZV*1_/`_5@5,OXQ(9 M9=SWK!Q8B\L\,8IT*`H(T6.SJ(2Q- M^-@!1Z%"GCBL_[B[]ORE=:*(T`*&>R`%I4M:9PGO+$4IV=G<\^U]7(860YWE M7+G@J$0IV9GOS6;6R;)"BY[.S,&$57)P,"],+2%C'5HDTB;_6MR"@M4[*YXT M,E*+H8BDH)ETHYRD@*IW1.J%^]X%(E1Q5) MV0GI?NSNIC4WRZ!"YMV-9Y7L-5I1R@8/<6!AM2.@>$:,JP:A(JJV[[?N;.!85Z$EJ6,S0B M!Q)"`PZDI@-G;UA0:,B!'(W(@8+0@`.EZ<#9^Q04ZG'`''$P,D;\4Q^VP,VJ MO<50R-@P^IY5?=?*2MO#!1R%J"6W50M_9AU8(C3HV56I,9=.:GTEO*\4I61? MLYG=5X8&0WWE7+B@=E@F2X5FNI1KUY^*&M*\T!8">$^M4+-"+UDJ,*$;\,<<6! MW=X7?/@RI%6QJJF\";"VAM9I:8T-J98$A.BQSU13*:^JJ3OUIE/K1!>A4$\M M49FE+BS(@03;#>Y-4V75.3"[]JW4SE!HR($4*L+*BVED;Y!5%(:BKAZ3*A?/>%2 M*4<926'ERPGUJQ=B6P]EI2TL`4G#EA*,4I61GYVX]T&*HLYPK%QR5*"4[.W?K@18]G9DY)"X4]&+Z MSJC)^P?],`4#P?:@OF<5EK6RT@_4'(4<11S%'"4^8W\@A@8]\T:M/M(CK:^$]Y6BE-K7S7W+Y0P-AOK*N7!![?!12X7>V]=) MO[V>#LT1%(=Z-H(?_=C3E5<#1JY(--?7:=^SQF&-#6E]#3@*%<*;IJ6E$F&3 MGI54C:;RD;I*L!VAU.S*N[:V1!DV&>HJ1R/2+3@JK:Y$"NG[`$*4D6P?@$:TQ0TYBA#1!CHFU*^>H!&IIQQEB$@])]2O M7J`1J9<<58CX]ER<0?]^\K0JUF#(RP[KC&M]G+=6#;7Z%'`4*H2UT'4=ZS// M""UZZH5,'ZZ<<)2BE-H>+'W?RM4,+88ZR[ERP5&)4K@]6%Q;2W&%%CV=F2D$ M><8&\^-;;$_(6*,ID9%:'>J?GH&2TO;3(4>10IIZ3*A?/>%2*4<92>$BE!/J M5R^X5,E115+V%ANFZ_!H7/1Y8ZMB#8:\F1`K*6TS?.MTNL:&5,$#0M20GWR5 M%2Y55_XU''WI/_LC$A2%Z=!Y8Y?8&(W(F800M6/.I+8S2RL_,I09ZCY'(^J^ M(#30?6EV#Y_06)=T%WHD4&:LET)H0/9\] M+($R,M)32FDH(BE,H)A0OWK"U5..,I)"]9Q0OWK!I4J.Q-NB%!DY&O+M3_DN MW+X^/-7K^N7E.-HVW\6;G?#]JKN;#LO73N_]%;S^`>[9?+:"5QLX#ZY7\#7S M,WRQ@J]IWS5-=;@Y/N]?CZ*5^A"!.VZ^X'.0+ MM/*7D_JJR]?F!"^^0ISAC4-XT;F&EURFXK#UV#0G_$5TT+TZ??<7````__\# M`%!+`P04``8`"````"$``#MOWT`=``"PH@``&0```'AL+W=O/YP_>WEY>?AYN;Y_MOI\>[YW?GGZ0==^7)^>KQ[ MH?]]^GKS_//I=/>Y+_3X_68QFVUN'N\>?EQ;AOT;N\>[I]S]^_N7^_/B3)'Y[^/[P\L]>]/KJ M\?Y0?OUQ?KK[[3O=]S_FJ[M[UN[_!^0?'^Z?SL_G+R_O2.[&-A3O>7^SOR&E MC^\_/]`=&+=?/9V^?+C^-#]T^^WUS'ZR55_/#Y MY1O]U^;=>CM;SLG\ZK?3\TOV8"2OK^[_>'XY/_Z?-9H[*2NR-@]LPM`_'X0CF3+;A(HD&J0:9!KD&A0:E!I4&M0:-!JT'G@<"9-#$"9\9# M&0]*8]V'KV%0+E?+T$FWUF:^&1Q[!)(`28%D0'(@!9`22`6D!M(`:8%T/@E< M2'/\#2XTUA0:*%H./J2)K4;:K;.BV#A8+=>;T-/'P6@8CT!2(!F0'$@!I`12 M`:F!-$!:()U/`K_2]H[0Y\-^TP8QTZS!'/84`2("F0#$@.I`!2`JF` MU$`:("V0SB>!PV@^!@[S!MO+MX?[WV_/-!%I18HXE@Q*,\`Y(#*8"40"H@-9`&2`NDL\3>?.!L M"LZW-:M'OL1:S^2KLC'2X/OAY4&62#V2\ MGF+0,7LYJD>MF^5PG56K095)/9#Q>II!Q]6CQDT[7&?5;E`E$O03+3]!/T4& M/QT*>/0;Z[!#+/$[9"#C-Y!8FQ6MM][H5]Y*!R.^BPQ(#J0`4@*I@-1`&B`M MD,Z2R.@WYY@WN+4W#_WJD#F0#2Y:KK?AP#VR%4W#P0I&OQBQ(U.'UK*#RQ#E MB`I$):(*48VH0=0BZAQ:]&?^8.C.S>G!CS'38[K M+\2(XT/)XJ[ZQ7:C^J!BBZGJ:U$>K[X1):Z^=6CMBR^6:GWHI&!4/1P&YFCG M#X,+L<*=!*5';DVBB8;`4K()1T'1!KADC"NW'_:'*9<3E#$2]5S0N'K!1B)5 M(JH8B7HM:%R]82-1;Q%UC'KUT.OFX.=[W4R^Q<9D3J]>OPLT&38]^2Q:T+9F MB))+/?J/7%"..(D@*0@A*'56+DPOU[,ES#[7II$0U'=]+I7QR"X$3=1?JOH7 MJ[E:)BK6F:J_9B.Y_T;01/UM6/\\%H*G[S\!A8%HEHDJD>'#4 M@L;5&Y1J$74B1>IA;YCSL3\G+T1"=YSV%S!*9JE8?$NYP+YS:$<($H198AR1`6B$E&%J$;4(&H1=0$*W6Q.QKZ;O7W'!8^;DFJ?:I&?W#+9 M1;+R4((H190ARA$5B$I$%:(:48.H1=0%*'2E.;SZKKS@/WO6)3T>9+=SAR00 M'A$EB%)$&:(<48&H1%0AJA$UB%I$78!"_YECJN\_;RB^816VA]W`K?[YMP^C MQ_F`)`Y@^+5&%Y)?3HJLN!\S1#FB`E&)J$)4(VH0M8@ZAR*)@(5.!/R2[WN5 M,"0XY"=>!$WXWAF-Y\+$8'"["#/*!8W758C42#Y,#%BX$F%&M:#QNAJ1&LF) MB0$+=R),*)@R"W.:]Z?,=,CIS57_&`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`QL=L-&HMXBZAA%YHO.#DP?#9>8!G!( M;;W4L_E*RB3-$&4.N3"SWRYGJNNR;C0R"1UX02EG+)<;VZI"3\77JL*$N[X9==X)N@;67+,5I,#5R M*KX^556-NHV4XW-8Z]"%I)<4C-Y;V)EO.\HO\2CO4+">#*?[:`-ZYR9<3F)R MBBAC)!$_%S2N7K"1J)>(*D:B7@L:5V_82-1;1!VCR'IB#N+__REDC_/^<=3D M&4V8]/=?#DF82-A*4.K0$`"W,YU*YD)3,2EG(U$N$)6JLMEZJRJKN-!4934; M264-(S\`VON_%`"=ET8J#.>,.87[O7=AZ7*'=C_2642MY:E]I'V5Z3ES`Z,! M*6$C&7"QM4+-A+U$E'%2-1K0>/J#1N)>HNH8X1SAMY?"[W^2\M. MKQ+N(QQ:2?\<'?(6E$20W",\DDJ=%>TDS3%F3'P4@B;J M+UG=UK_F`Y[]!Z.V[%+F^CU2K41NV4S"G]#W*/C?YA2.HH5 MWW."*$64(X/^@L?QL&]>MJ%5Q7N7\H@H M090BRA#EB`I$):(*48VH0=0BZ@(4NO)MQW;SL90Z8S*2+<8148(H190ARA$5 MB$I$%:(:48.H1=0%*/0?!>E@QGM#\?6O5ZZ,B@J_%M';.CR=C\[*O,`SQ`$= M(!-GM*;SQ6"$WQ:+%:MGB')$!:(2486H1M0@:A%U#EE'A+XW9T]_D_EKOK7VK&U8L#"G0@3"KOM;>=IVG3"W+`HZ)\!C=]'XJ1, M-/3FAG)<*E9\,QFB'%&!J$14(:H1-8A:1)U#L;EA#FO^W+BP+KJSG6SP;U<6 MA>G8G7J0=60K8;IX-*;A[L;A_S#I4-K29HDB%)$&:(<48&H1%0A MJA$UB%I$78!"_YFCM3_O+OC/F"O_6:2"LQK]1SK3]/L8/^[";(L9P1A*G14' MYXU^HR%C@Y&X8Y\6Q.K2#2IB1M"@DNNSD7"UF:N'X14;3#6HCM6E&]3$C*!! M+==G&[18ZV_V.S88:5`X0F@:OF6$&',U0BQ2\5BMJ,>U*T@#98C:^OZ3F!'< M?^JL.!YO5LOYM_,>+"F#8E M50"T*'SW8:]6B:-Y3FP*3DWK)&8$TSIU5BX`+F;[Y4)MLC(6&IG5;I%\19,* M5O+;#4TJPR;-YPOXF8R*A:::5+.17YM>)IJ8$32I54U:+Y?Z=Y(Z%AII4CAD M3/KD#5LIFVVA9(\,8\JXJWZZI9_&ZD=%D''?*ZNC6/%P3Q"EB#)$.:("48FH M0E0C:A"UB+H`A6XFAP5N]E)M%V:F*:EFID6T'V*_'4VZDJP\E"!*$66(@T'^QI,6;/T-<8P;#(3^K*$C"A8Y[B3,R3P6'/2UFW,6*.RU# ME",J$)6(*D0UH@91BZAS*))5W.B#OQ<&7O^THU<)0X)#ON\%B5O!]\YH/.,N M!H/;19A1+FB\KD*D1C+N8L#"E0@SJ@6-U]6(U$C&70Q8N!-A0L&4V=#0?$/( MZS%4B?EDCK[_59_@T'_F2/U+,\X45%':(A6E590Z;IS5=)2.&,%P2IV4>55Z&$[+ MOZ=\#.3JKZ714S`C< MD3HK%ZBW.[V09BPS$H!L,HJ-IL)BP4:^$C2H=%;38;&*:>D!4;/15*L:-IIL M5?NJ5G4Q+:]5X:@QN0P_V$PG2#;&7(48BX(0LYJIN7QT!2E3+#/>:Y-;U)V4 M;P1=DSHI"C'FN`&AQ6J,31DW4"(5Z=84L29#:\JP-?"91<77IP/+*]K3Q)2@ M/:VSNA18IKT4#A&=`Y+`\L:_(K89TD,R""BAJ0X-MVSF)S3I+[Z%J\-1K#AL M)8A21!FB'%&!J$14(:H1-8A:1%V`PAZ8R")=F*^8.=I8Y&4OCX@21"FB#%&. MJ$!4(JH0U8@:1"VB+D"!*[,O(0PH@11BBA#E",J$)6(*D0U MH@91BZ@+4.@_6L6"]>*7DFI;HZ+<:I&?5'-6TTD;9W0AH2E6'"PR1#FB`E&) MJ$)4(VH0M8@ZAR))FRUM#OX-OC1@WF1K MD=IBZ;P)6]'2/ARJL,NL,]6BFHVF6M3$C*!%;=BBU7RG3OD= MRXPT*!PMYNSMGXSZT?+6OPAB_CZDCK;N4._?\$I_GGUT!:'4B%&7'G)XOR>HWZEKF*#J=IK$1ZOO1$CKKUE<5O[ M(B0S/IAGKC,09FX1@(ZF_$#11?ZGJIY\955N!BG6FZJ_92.IO M!$W4WX;U;^FI2GC['"R[X/?XZ[X)WPZI!0X'MPX%\\]:$9+[PRV2 M-?*_"7=2'LI0/1P-G6FX$/4PO;"U M*/"ZRSA(,$FVDMU](DBXT9S4\7-_KCZ$RMAA9.VU(D\IXV!:")NHO6=T] M2E_0RY]J>UNQR50#:JF-&]`(FFA`R^JV`;OU>JU?+D?K#86"2&5/+V.N" MVL[(J'%@D3^]G-5T4'-&7@1+$64BQ>[+!8G[=,@L4*I$5(D4J]>"QM4;E&H1 M=2)%ZF%OT#H4],9T4-L9<^5UA^2/T![92E""*$64(ZW3DS6K2&8S3]P'&XQ3F*%8_E!%&**$.4(RH0E8@J1#6B!E&+J`M0 MZ&:*>,'T,=WO=F@7/&Y*JIEDD?_T805Z1BQ>J9J#/*!8U76(B4&,%&IA0K5J]$G5#H/7,8F=I) MO.KOV.SLD<8_$#L4.-5:>2AQ5O1TQ67"U:XH%0.^F0R5! M3.@F<\3PW71AD-D32>`/B_QG(+L!27?B(+-&X2#3KQ>E3HJL^&8R1#FB`E&) MJ'(H\LQHKP\DTX[IS<.([5!P\IC#NT!L15-U6#7!5S$C/(LX*W<6V='WIN': MF[$!K1NC=>6QNG2#BI@1-*CD^MS98+]0DZ!B@Y$&!2-UKX\&%SH$CP"]`CUU MHWW*%BF#O&;6+.=>EDPXS(CR1U[$&0C:OW01O2^NS=9 MR\JP]L5,I\4K%AZI/72UV;6_/BCLW29?#L^W#@5C?Z7_%L.1K:;'OE7W/Y5U MY=Q`7^Z6,-!MF>EWF5Y3>\%52?JS=&CZ1:%*"D8[,O2W/B=<&-IX.MA;I(:V M_I3165T8VDY=!E?JRKFAO5RMU=8_8V%R^^BHS=EH>FA#[658^WJO?Y&\8N&1 MVD-7ZZ./MR=__;=-^^%$Q-/_UB$UXM7`/++5](BWZL&(M\B->/I]`R6<.>$+ M(WX0'N^F0IK(]U:RN$LR;75HJ]C@57'$%R,N5I8+?)3.?L!C=]9PD:R M'4X198PDZ9H+&E.BL7"1;TN[KJ27'&.B.3T:URKI52?\'E_.@`]9=A_?/=1D^$BG5&Z@^# M@3D?#4.1-GS:Y:_+-NZ-C!JB%@5#=$#B8+VR)T[*SS8BRASRU'-!X^H%2I6( M*I&B`&#]=?/\[71Z2>Y>[CZ^?SP]?3T=3]^_/U_=G__X0?&>7GKS\-73Z$3*9'$4,!>H3S1P21-8E?6=*4?IJK,I_7F\(E>T(V4H2OFB_;8E2U= MB97YM-D=/E'"+%*&KIC726-7]G2EG]NJ;;>[!;6Z_ZU'=>73G%I-)\"(&EWI MYM%6SZG5]GBEU5:+PR?:=$34Z(KY'=W8E25=B=TI'2,/)1T+L0R=J0_FP(A7 MDMV>RL1\\&E^^!2M?TXW$U&ZI09'[:FYL=9^HL%DXY=RRBV-I>A0HI$4<]5Q MNS^8IV-X<_2`[&">=>$5>MQU,$^N\,HMN>HVZBK*LQR.T2N47#F8U`FJ4'UZAMQ4/9?0*O5M(:K$RQ_7R8'Z/ M"-7H)XD.YM>%\`K]P!`-D-@5^M#_8#Z7QS+)9G9(Z?-KO$(?C1_*Z!7ZQ)M\ M'2N3K#8'\TNQ$36Z8G[7%:_03[0>S*^PXA7ZT5.Z$NOMXWI&WHFU@'X_C[P3 MNT*_AD?>B5U)YN2=>=0["_+.(E:FH"ME]$I#5]KHE61!8X?^K'SL3M=TI[&Y MG9`+8AY(S+2**!4F`D9XLSNT,9[0KVKNG MKP\_GJ^^G[[00CE[9UZD>GKX:O89]G]>SC]IYW!]]=OYY>7\V/_GM]/=Y].3 M,2#C+^?S"_\/.>/FS_/3[_UB_/%?`@```/__`P!02P,$%``&``@````A`'Q' M=8Y)#0``ST```!D```!X;"]W;W)K&ULK)S;7[C6/Y$$F59*IMG7U6S>Y>NQTG<74W6Z;Q^?UJ_'=ZW#^V_MJ?V;X___,?]K\/QQ^EUNSVW0.']]-!^/9\_PD[G MM'G=[M>GF\/']AV./!^.^_49_GE\Z9P^CMOU4S5H_];Q;F^'G?UZ]]Z6"N'Q M&HW#\_-NLXT.FY_[[?M9BARW;^LS^']ZW7V<4&V_N49NOS[^^/GQK\UA_P$2 MWW=ON_-?E6B[M=^$^WO]Z@=O4/)K_?;8Z'T^'Y?`-R'>DH M/^>@$W1`Z?'^:0=G(,+>.FZ?']K?NF'9\]J=Q_LJ0/_9;7^=C+^W3J^'7^EQ M]S3=O6\AVI`GD8'OA\,/89H_"02#.VQT4F5@>6P];9_7/]_.Y>%7MMV]O)XA MW0,X(W%BX=-?T?:T@8B"S(TW$$J;PQLX`/]M[7=B:4!$UG\^M#V8>/=T?GUH M]X8W@[O;7A?,6]^WIW.R$Y+MUN;GZ7S8_U<:=964%.DID;X6\6X\?]`=#(7( MA8%PM)H=_E2S!]<-'*J!L(S5P"MG#-1`^%,-[/9N[KJW0>_NLJM=2$WEJ_B+ M&GKE2(QQEX)\I;==C*SXBYK4I_1FU M>>G(Y5BM[FA]7C_>'P^_6E`R(&:GC[4H0-VP"VIB7?<@\O*4]4IO6NBPPH7* M-R'ST(;Q,/P$5^*"U`69 M"W(7%"Z8N&#J@ID+YBY8N&#I@I4+2@-T(#\Z2;">69)$\?EBDH2,2!)&=X2` MLN8Y"4$+'!*Y('9!XH+4!9D+HLS-F)&(D9B1A)&4D8R1GI&!DPLB4D1DC MK6G\XL*M:K(WPJDL821G)&,D9*20QG)YH0@ZY3D^U#MGT MAT/;Z9DV0J?GC"P863*R8J241#IM91;VNE9F:S((#V680F%MIU`2W]PR^X%S M7F-I-##O0VZ`(FES!WMVG54_<&YHL3;"`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`A$987F).4HX2@F1#ZYZ1D:HGG-4 M<#0AU*P^)2-4GW$TYVA!J%E]24:HON*HM)"=9M'W^$*:59O$3+-$/3.!0>`L MO;%XSP!I_J1.*2GY`DHT2&(U[K.BI`^X`T1XN&2[MZR%Z0 M7G)@])4E)\R=W:=$'CR\4&4)G`(\%F\8/J\LRHA:$;$:UX>FB%;W^'U0#R0K MM[*DU[B0H1&YD%_E0D$#FUV8H)%Y>;I^3LD(X8."^#IOC(-A< MZ#BYR@LTNC3]DHQP^I4]?:\;N`DH<5##]/:2$PTNL\K]O><@U28SBY]$=O&[ M<[H78W@K6(U[K/BIP$4.EGSV%8JKVM? M/,;)[IWU5"!1S^BKP&&QN@`UGWZ$1M3"BCE*$)%Z2JA9/4,C4L\Y*A"1^H10 ML_H4C4A]QM$<$:DO"#6K+]&(U%<\0*?78#4_(-];/:,:2H3A-FB&C"_*H)"QK8G(T)&M&$ M4XYF"JF;4__6\^_LY^(Y#KIT=@LTHLF6'*WLR88]WW<:QB4.:IC,7BZB66M"(JL$:-0_Z7-6JG8&UV%^E05Q@K!@Q06BD@A MJR7#^@.QLKI\)T_JM-Q-7 M];N>TU2;HTG#+5T^3-%LF(@EH0L.K%!=.M#K>7U64-"DP0&KH'BPM;8*BGO_ M^?WP`:NJ]AVM\8:ODG%6GU"N-A9XAF-E=7FOH8SZU1>I5;!BCA*20O64$,7/ M37S&I7*."I)"]0FA9O4IEYIQ-"DF=^&31Z?;.X+.=F4&MPZ]M0[5>WA5XO-NJD/EQ$4<11S%'"4X_F#@T1[2O''$4< MQ1PE'*4<91SE'!46LL\9*LA7SEF8.S<+B6"U8PT8BU=78"4N`%T\W'(>*2/[ M_6+/:1_'9(7J":DC2@DU3YB1%!EY[H0Y6:%Z0>J`[.B)WH*Y8HP+^?K/I#S9 MH;`6DFI:F$'5B-SG095&\.)=-.^\VZ[SQ!*KN8PW\XE"1@)30LUS922EYG+N M(3D94"CU2;!0NAT2$4IYA_ND)/)>B7C9(-8?+$.]_@+?65ICM`)C;<4#*J6, MSEBLQEG[Z2!P3CY15M;>W%5/KW$A(R,,8X[B=U6:W;9C@8>M\S>^=K+7<%T; MXZK`\\Z%:,Q#X.TW?[[;%556E]_\H1%=`3&JPQK2">/]>1I(5CSPRO=+W>D, ME:B:Y^A"(*\OIR58X`BS\`6-@1>/Y6[QN"KP\GG>JA<2.2O>69-C3UE=7O': M")=;3.,0)1REA)H#GY$12N4*]4RO@H"%5KK5=#U92UK\#LB*[.4*4IG;-S5$ M1@L.T:4E$Y$1GE[,4<)12NA"\,@(U7.%^A`=?4T$[ENZ`@>:Z]*X)NS@B8<_ M`)^`U\J1D!1\2C6MV1'ASIU1R!;^-" M\548'P.[VE#L6?D1V'Z&8G/)CT3>$,94WS,[7L,6"\;4'8%?#7^K]1E^35SG MUTB<9,W<(SC%NC/\U@?].J&Y'XJ/(?E9+/Q0?!+)#RS]<%5U3IV36P;AJNJ[ MNKQ["\&M4RI].+FZ`UD0PB>]?&KX=C047X;R(X4?BN]#^8&)'XJO1/F!J1_" M)]LU/`CAF]\:#G.++TGYD>@NA!\9<#Z]"U=U?.2'HUJAL1^.:P]$?@@?SO,9 MHB"$KZIK./@J/M#E1Q(_%)_I\@.I'XJ/=?F!S`_A.WK@'9U7^#GYQ_IE.UL? M7W;OI];;]AFNZMOJAU1'^8-T^8^SZE=^/YSAA^10%N%7O?`_#MC"YT"WHM/U M?#B<\1]B`OV_(GC\'P```/__`P!02P,$%``&``@````A`'B$M>(O$```'E$` M`!D```!X;"]W;W)K&ULK)S;!^ M;9`XB6CW1!M)2""A0\SN7M,VW2;&-@Z@IV?>?K.H2J4J4Y+Q[.S%>OI3UI]5 ME75,$)]^^>/EN??[[GC:'U[O^L.;0;^W>WTX/.Y?O]_U__UK^*]9OWX4GWP['E^T9_GG\?GMZ.^ZVCY="+\^WSF`PN7W9[E_[6F%^O$;C\.W; M_F'G'QY^O.Q>SUKDN'O>GJ'^IZ?]VPG57AZND7O9'G_[\?:OA\/+&TA\W3_O MSW]>1/N]EX=Y_/WU<-Q^?89V_S$<;1]0^_(/(?^R?S@>3H=OYQN0N]45E6WV M;KU;4/K\Z7$/+5#=WCONOMWUOPSGY6C8O_W\Z=)!_]GO?IYJ_]T[/1U^+H_[ MQV3_NH/>ACBI"'P]''Y3IO&C0E#X5I0.+Q'(C[W'W;?MC^=S>?@9[?;?G\X0 M[C&T2#5L_OBGOSL]0(^"S(TS5DH/AV>H`/Q_[V6OA@;TR/:/N[X#CO>/YZ>[ MOCNY&4\'[A#,>U]WIW.X5Y+]WL./T_GP\E]M=&E1)>(:$?AK1)R;X6@P41(= MQ4:F&/PUQ8:SFY$SGLXNSCM*@NZEUO#7E/2HTAWE)J8<_/V@QZDI"?/F(TWT M3#'X^Z&*#F$@7%HXI,!N=/Q\//'BPP,#Q/;UNU7`WG0]#"6:"'0C4OVJ8%S`>E\D7) MW/6A/(SX$\SEWS\/)X/II]O?80(^&*/[!B/;8H$6:K8I79^#@(.0@R4'$0L3E-H>%H+X@@2"A((L!8D$B059";(6)!$D%60C2"9(+D@A2%DG5@S@6&+% MH+OCE;7=\8;4.EX07Y!`D%"0I2"1(+$@*T'6@B2"I()L!,D$R04I!"GKQ.IX M6&>LCJ\-_O/3_N&W^X.^(30$Q(53E#Y;*1$['IHX#FT6%:$5:S*P5S5?V\"5 MBFQ&D[%M%%1&..M"09:"1(+$@JPTJ55Z71&J$*]T4NF0S6@RL2N=5D98Z8T@ MF2"Y((4@I2:ZTE9DX:AK1;8A@G"'PQ`J:SN$FLSJ)^:9Q]JUT$;C^C[$.\C7 M-E.X]51[UEZM*LUD5EA-)E7<@*HLHE6%'\2^OW1<6. MKD'U\!I4CZ]!.@EVV0L"B4)9<"E11`6I;T93UCRH:D%66-72TK(#J6[6]31']W(]U!=QN":@]KU!M>UK08CJR=<5WQA9 MD]1QV'`/R`H=AA(M)8HDBB5:2;26*)$HE6@C4291+E$A46E0P_:JDG2.5SQI,A)U2M&? MZ:?1!*+"^G*#-EUURIK<\3KE34:B3@7Z,_TT&HY'(U:G$FU:ZF2O-RI=\8'U MQF0WZNN-1B.X5U<#TYMX]N:^4*EJ=7"HG^EY%_ADA(M+(%$HT9(0U8&K1V2$ MZK%$*XG6A-K5$S)"]52BC409H7;UG(Q0O9"HM)`=9I7U^$"839*D'F:-W'H` MO2F[N2V&VNJ=5:HRPL8$IIQ9DES'F0[883U$DY91?3EU+*_Q'Y$1^H]17$^K MT<@;\2O."DVZ_*])NCV8"1FA_Q3%M7]W.!"?26S0I,M_1M+M_G,R0O\%BIOV M3\=CO@&5:-+BWQYN8&0--W4<=<8W@-\YSZB"[`2JD0,7&%I?ID.^OIB"]>') M5P!??6BJ%R%L>&"0.]![H3,=#=BV$V(IV%NK"G#I)1IU^8_("/W'S/_$<1VV M=*ZP5)?_-1IU^4_("/VGW/_8==A18(.ENOQG:-3E/R^"I!-<'UCF3#ZNO^L;BKK5A]N?^W:K7-W MUIU`([;HL9FQ@!)7'*HJ(^R%P)0;>>8"P.X:(>JVS#BSU5:Z[2&(4(D2\K'M MW!F*\6=TNYRO2;?=>4)&V/+4=@[3S]Y&-EBDRWF&1MUK7=4]Z+RPGL#;WZCL4L(2YM<0=H?9>]=&(/T(C48XE6B$A]3:A=/4$C4D\EVB`B]8Q0NWJ.1J1>2%0BNJC;,57IO7I, M_]IJHI.$5JA-)I&BOQAJ!!L8#@A?HL`@LUU-)B.'?Z(1HDG+UE$XD2FUOD\'$FXK5X`IOF93.)2IL;S//&[ALXRO1 MI*5MUE!Q>+ZW>_I?S.UCM4'UZ4^H?9#[:$2#/)`H1$13:$FH73U"(U*/)5HA M(O4UH7;U!(U(/95H@XC4,T+MZCD:D7HA48E(3G\']I/_?_I?5%BHE?!=W\[0 M3-G]>H$%::OV)0H,,O>EL3-U>:HGQ%(MVYA>$="(O$42Q\.,"ENKR MMD8C\I9(E#)OCCL9L\/A!DMU> M=U8$9H1&IQQ*M$)'ZFE"[ M>H)&I)Y*M$%$ZAFA=O4SE1.=JNL^BOAS=8/M[+YSDZU5L_C!ID+3/:"A`UD6?8?%-N='E7XC)B M`HE"J;XDU*X>2:E8HA5)87C6A-K5$RF52K0A*53/"+6KYU*JD*@D*5"W8PT# M0L3ZFFRM^LB2;R(:L;,&2ZDNL"#MD+Y$@42A1$N)(HEBB582K25*)$HEVDB4 M291+5$A46L@.E,KZ\4GI3-1;/[WKOZ7GZ-RA-2(Y856IARM?79)T3# MLV&',.IF=1S#48=_JSPT2IT7NR6YPPD2211+M))H+5%"J*,UJ;'"_HD*BTD#U`5-*)#Y#A^/(=YLL`N7+5-KDK.A[< M0]0OASPZ`BT(M3?2-T;6JJVE:B@D*>R*):%V]8B,L%PLT4JB-:%V]<08U2J: M2K0A*:Q#1JA=/2HJWDC?T4:UR11(%!I4.QPN";6K1V2$`S*6:"71FE"[>F*,:G5/)=J0 M%-8A(]2NGI,1EBLD*BUDQ1IR,3+6'SX57%3LA(!!UJG`F[)[S<)8P4*%U?<) M4;/E6H#R^EC0F$I"DZY]=$G>L`*11+%$*XG6$B6$.AJ3&BMS*A@WY8[0I*LQ M&7G#QN02%1*5%K+'QWMYQ>L.!6H8L,.^0;79NB!$O276`F-4FT^!1"%)85D79W5@Z6?J@MO2K,-[A[-8'6O-G1ORJ\.9(7-\B4*)`HE6DH4211+ MM))H+5$B42K11J),HERB0J+20G8T._)_W>E=6(?$9-6H_E*BL:HA7Z)`HE"B MI4211+%$*XG6$B42I1)M),HDRB4J)"HM9(>%Y\;>B87,@;D&T8EO(9$O42!1 M:"&[GK#3B,6@?AN\ZJ4^=27GZ[Y&T_JI5GQZNC`%57J[6AKD5J"E5'*J,IKR M-YB#:Z1"-+*E:"FR^T;E))H7RG>BJ9,9]2.QJ]$E"X.W?6_&/JA:H%5]097= MH:5F^ILY`[BXVYF%X!J5T!B1"GV,97>"NHGS3G!GEWS2.[V@[_!6+VAD9_YF M_'N:KBD(AXDJWK(7M)&GOY0YN!G#QW[U_[%T2W"-:&B,*M$)5M]684C4L:>V$*JJM^927[1$M5,7682G"-2FB,2(6ZTNX$ M=5NKCXQWAH.^W%G#02.O/ON]&;OI+U2^0O49_.EHNI&JCQEO1C77'P9<(Q4: MHRE,L\I?75GL1C_XCKS+^`40L.> MP*EVKHYE34]<>.(V/('WY^;JS;&F,M[\OM$/#/_YHO%)`$^"QB?P8V-?&FL& M/T+6Z!V:TFBO&M)0VR^C^1>X7S0T8P2_EU2%LAF<_72I'R0S^;% M)7W$NCWWYL5E/'`^'$#7-BF5,VATTX/(F\-+O](UO%TZ5^^.RB>KV5R]02H? MK&=S]1ZI?)#,YO!2=P/WYO!6<`,'W^I=4_G$G\[A9P@D3Z;SHHG?S^;WC4*+ MV7S1^,"?S>'5>NG!AV'65%X94EPME;PICWP MVRJN\.MT;]OONW1[_+Y_/?6>=]]@[JK33K]WU+]OI_]Q-A\R?SV&PO=V]R:W-H965TS.9/&F]+76W9$GVW9\_][O>C_)8;ZO#?=^Y&?9[Y6%3/6T/+_?]__P5 M_C'I]^K3^O"TWE6'\K[_JZS[?S[\\Q]W']7Q>_U:EJ<>*!SJ^_[KZ?0V&PSJ MS6NY7]WW]IM9_'*HCNO''8S[I^.O-ZC=_,+D]]O-L:JKY],-R`UD1_F8IX/I M`)0>[IZV,`(1]MZQ?+[O?W-FA>OV!P]W38#^NRT_:N/_O?JU^E@=MT_9]E!" MM"%/(@./5?5=F,9/`D'C`6L=-AGXU['W5#ZOWW>G?U3U!ND?BM*`R*R_GG?=\'Q]NGT>M_WQC>CVZ'G M@'GOL:Q/X59(]GN;]_I4[?\GC1PE)44\)>*W(L[-9#3RQY/;KXN`9=,3^*EZ M,KYQ)R-G-+ZB)V,E`C^5"`SLBZ.X56UA:JBVOS&*J1*!GTK$OSX4#I1!$POQ MGZO'X6!.'9W4WQB)@UD5_U&=^(V,.%`47!E@(2,"C)&9(]`1=TDPT0*;+"D(*`@I6%$041!3D%"04I!1D%-0 M&,`*)DP<*YCG%V4L2F$-U6P4I>^3(,VEC3-N`[M@9,E(P$C(R(J1B)&8D821 ME)&,D9R1PB16"&&.7Q%"80U+`ZSDYL2^M2MMKJQ@B=960Y>$>M%:M07)2,!( MR,B*D8B1F)&$D921C)&#^WIOY0V/KAKI[]+9W_0&F&5AXRL&(D8B1E) M&$D9R1C)&2DDD8.W@BV.=G2/Y(R:F?WU8`L1.]B2F,%NB0XD"[:T\=UFD^4. M'=].1M#^O8USJXIDU9)N/U&K(S9SX,>S_<3MWU$U:561I"WI]I.U.LH/>6KD M[=]1M6A5@5AY@N>/E:G/ M]4B5).>TJ,/T*[W*SAFQ7N7H3X;)=:>W4SM.!5J8_39Z9$T_<4R^IE#DB0GV MEC@GYHW"?=^'/59;`:,IJQ/5T'S>&'U2!\?6"-4#5)\V13%F):%:P-FC=4YE M5TI#_.@TBK01^HYMWV3-3K#!)=HKWB-MA%&/45RM0%.Z'TK0X)+W5`MWEUNFC=![CN+2^WA,5YH"#3J\VTD7 M9TDSZ9>?J^)VBV9:(A>>W.VL<88NF08+;'FIPI?:"$<;*.3#(\R4']EK68@M MS5GF^HYMM4*K2YV(M!%V(N[H!'DR)=CR8B=2M+K4B4P;82?RCDZ0\WJ!+;LZ M8:=?G'C-](NSACNZ^7S*JZ.RGI-S<<,(M>&9XX)"($OQ0IG!;-8)I4OQ4AOA M\`..0HY6&G6K1]H(U6..$HY2C;K5,VV$ZCE'A87LG$#PK9Q\,B6%.=F3232V M,S$DY;H0-Y6BI6G&,]$:X6@"U8Y.2;8$JY9=A:C6X%:_.Z21[BEV(C[?"8\< M7Q-L>;$3*5I=BD2FC;`3>4?2*%2T]6%1*-8JI1MWJ&1EH] MYZA`U*C;41?7#E=$7=Y2@!X6P=Q12+XU;JYU$>F+RR5'@4+68NKZ9%*&V+!K M!5%KJ>J$]AAA0XWB\Q[)02S!AA<]IFBEY3..*J"17D0"CD)$>HE::=2M'J&15H\Y2A!I]52C;O4, MC;1ZSE&!B"^`+NQ\_O])U:B09`AA[>PG-:-/\K--)]B#0RU.F%9*RLU/+&+R03E#&'0MVG:*3=9XC,=BP$ MN;*Z'(+BG);1!WL.@L.+U?!7]09I_NQ:".Z;Z>9$(6MN2JO+FQ/5SF\^[VJF M:\!1R-57&ND,&L-NI"(N%7.4:"E\ZJ<:=:MG7"KG2'SVIO9HH"ZS(3]CDU_T M[,OC2[DH=[NZMZG>Q2=J<,OS<-=B^?WSG"]O9_"N[`R? MS.!=$^?19`;OACC/)C-XE\/Y!_PQ:F$43A\VUJM]GAVP`0K@)'M3&:^_5:[#[N[ MP`G1OH3PH[JZ^U]5;7?;#]]_GHZ]'VE19OGYL:\/M'XO/6_S779^>>S__9?] M;=KOE55RWB7'_)P^]G^E9?_[XO??'M[SXK4\I&G5`P_G\K%_J*K+?#@LMX?T ME)2#_)*>X9=]7IR2"KX6+\/R4J3)KFYT.@X-31L/3TEV[E,/\^(S/O+]/MNF MZWS[=DK/%752I,>D@O&7A^Q2WR;9N?+N#B.3MFU:_::;]W MVLZ]EW->),]'F/=/W4JVW'?]!;D_9=LB+_-]-0!W0SI0/.?9<#8$3XN'708S M(++WBG3_V'_2Y[$^[0\7#[5`_V3I>]GZOU<>\G>GR'9A=DY!;8@3BHM9V'8$_BMXNW2=OQ^K/_-U-LY=#!>$>P8S(Q.:[7^NTW(*BX&9@ MC(BG;7Z$`<#?WBDCJ0&*)#_KS_=L5QT>^^9X,)IHI@[FO>>TK.R,N.SWMF]E ME9_^I48ZB02C2R)*=8:#\]#9V'E/SS M]8GH/*;DGZ]/!3*"3J5)#?#7G9Q#FNAUW:R3*ED\%/E[#Q8C2.7RDI"E39_K MX)!7#,UO44.W2@AJAWAY(FX>^Q!FJ(X2ZO['0A^;DX?A#RC6+3-:7C&2+5;< M@E0F\;M6P48%M@H<%;@J\%3@JR!00:B"2`5Q"PQ!6R$P9,S_(3!Q0P3FRBPY M:!0W%#&Y!6^R5L%&!;8*'!6X*O!4X*L@4$&H@D@%<0M(8D*>2V)>7]=Y4A)K M6,%;26E9BDA+:J./A;`K1-:(;!"Q$7$0<1'Q$/$1"1`)$8D0B=M$DA!J_`X) MB34L#9.6AE#84SG3ELP*%NBF_'5K)ENMA)5(2$0VB-B(.(BXB'B(^(@$B(2( M1(C$;2()"]=825BZD@[(U;H[34G#6F.NRY*2$;VM(.O@"I$U(AM$;$0<1%Q$ M/$1\1`)$0D0B1.(VD;2#>PM)NV[!B+4L&",MP1!9([)!Q$;$0<1%Q$/$1R1` M)$0D0B1N$TDP*$A)L%:R58=L^[K,Z6WJ%2%-N#S3BS9Q(NM(B6$TJZ$@36F/ M-;FPU]3&@BN@*'_#4!;:C3#B66XCXB#B(N(AXB,2(!(B$B$24T(G+XE-=H?X M'JFN[,^+39S(8E/2%EN01D@D-K6QC/HFR]!T2P[&1OPN=!9>.7$0<44KV<1:%IN2 MMMB"=(A-;2RXF(K,UK6)*KFPXM.P$7$0<1'Q$/$1"1`)$8D0B2FYDMID7W2' MKK6Y+"Q#9&?;UF@D)]"*FT&1"3.4VXT15W*#D8V1@Y&+D8>1CU&`48A1A%$L M(2EY=;(Y:*\@W=E;FRLJT^V%`?4AY--U$ZE,S8@#8895%D:-RA19,[JJ#*9* MBMM\2'!C+AS/9HJ5PZV:Z["+D<>0Z$QUX_,VG9T%W*KI+,0HDCNS!IHN)V;, MV]SJ3`XDV9C<$4ABK@22(K,=(5U7MR4K8(;YLHDU_T? MBZFAC10+FUNT2UC-&J<9$<\:MT%-4J#^/>Z=]J\;EHD#SD3I&D#0],8'$#:H M8P"1/(#1=*(K.Y.86]SH7TX!LK.Z(P781FPB;JF6Y/2'Q+9=RS,E+5?,B&2G M*#@U)NMK1B@`&V9E:K2XS;%2MC9W`U&XV9?#C9IRW+WYD13CH5\ M[J:K^X`;-=V'#>KH/I*[-\R9DOTQ=W.C>SGX9/=W1_#99K$=?(KD^M[!:<9$J\_MT$=$?"X=[H`&):E M62@%F"I=`PB:WO@`P@9U#""2!Z"/#,M0%(BYR8T!R$D`1OZU?8&Y8-;/I.9)M9 M?5#-8E0\)=UK`T5C\+AW4A3>_KT\906+^DJ/1[+WC9_(T_DX1Y\\2`P?5U@:W&#^9,V?0&+X82AZ@-<6+LE+&B7%2W8N>\=T#R)J]:%D M05]\H%^J_`+BPO/AO((7%NI_#_""2@I/%;0!Y,P^SRO^A70@7GE9_`<``/__ M`P!02P,$%``&``@````A`%+_:2UG!P```"$``!D```!X;"]W;W)K&ULK)I;J)BI*'+'VMK:RS-!C%14 M+""3F6^_I^D+=!\T,;7S,"8_#W\._S[=]"4/WW^>CKT?:5%F^7G9UP:C?B\] M)_DN.[\L^W__97^;]WME%9]W\3$_I\O^K[3L?W_\_;>'][QX+0]I6O5`X5PN M^X>JNIC#89DH9O]GEQBBOXM7@9EI^4A?W>*;!=FYQ3< MAG8B+?">T MK.R,2/9[R5M9Y:=_:9#&I*B(SD3@DXGHBX%FC*9W:(R9!GQ^/1&#B<`G$]$& M\\G$F,YGGW\:B*PM@4\FSKB2R8"'Q^.1$-*HHV<-,X7_!$X\U# M?F#)C`#"]0G.4E)H.59A)E MW@=HQ8I><:U30&\@*D]$9MF'%H-Z+Z$G_WC4IN/)P_`'=+^$!:TZ@N2(-8\@ M?8WH6BK8J,!6@:,"5P6>"GP5!"H(51"I8-L"0_!6&`RE\W\83&2(P=R9%0>- MX[IB)H_@EU@JV*C`5H&C`E<%G@I\%00J"%40J6#;`I*9T($D,[M':EZ4)!K& MY%91&H9BTHK&:%-A[!H1"Y$-(C8B#B(N(AXB/B(!(B$B$2+;-I$LA#Y^AX4D M&H:&6(CXB`2(A(A$ MB&S;1#(67GF2L70D'9`A_G:9D@MKC[DO*THF=*)`QL$U(A8B&T1L1!Q$7$0\ M1'Q$`D1"1")$MFTB>0>O?,F[VX:1:-DP1EJ&(6(ALD'$1L1!Q$7$0\1')$`D M1"1"9-LFDF'0(27#6L56';+D=973B6>'D6-X/=.7-A&1?:1$UYO14)"F:T]' MV:(P!;T#1_75=&6@W(HA7N8V(@XB+B(>(CTB`2(A(A,B6$OKPDMEDO8?G M2'7/_KS91$0VFY*VV8(T1B*S:8RAUY,L?:09J_I"E9-`D.OW"84.NX]2-Y'XGJMNA2H0J9W@_2.U4T?QPZ** M5S^)EAN$DG:#"'+]`2P:8\`+5U2_-IJIS2*B^&/8B#B(N(AXB/B(!(B$B$2( M;"GI*'^R#+K#USI<-I8ALJ)M>Z2L#]8\##JB"$/UWP1Q)S<8V1@Y#;JN[C9! M7-W#R,R2Z7>%UN-(2=)FB0Q\2%FN:.BM> M\RO;0SIN":I%8H66KBMSPPV3&H_H@#49P3]Y*+'YW6#6+X34NSD\J'TW-7)*VG1N+)31S>="MU(*>-"ME$(>U%9"*44LRH`7OK!`'RM9;;NT6A[( MM4+64'?4"@E7:H6B42AL93D3<\05V=>"VC%@:22*5QNI5JU9&"EB$::Z8#5!?(C< M8&1CY#3HNKK;!'%U#R,?HZ!!U]7#)HBK1QAM)22W!%E;WM$2;"G:;@F*Y"X[ MFJLK<;+1!PWV09?M"$+UN&%2K,OJG<,[2ZI=LFJ[.Y])R>T*0BEY'Z?D\Y!; M*05==U/S#KN44$H1B_JHU]XV2JX52/V>6B'ARO!.D3H54":N:W(@0JZ\W6L[ M@I`+&R;%I@*3A:[4I!'^SJD3U3M<GI[LHP83,5 MTE#YQ(2-P@ZN3>$XN"XYY0IK9L)V#K["FINP'8*Y.S=A^P+S<&["=@/FUL*$ M]3+F<#[]5&^5*?FLR+EU1_Q*-^%D`^NLQB;LUV/^9)A/]/Q[*.X`Y\^7^"6- MXN(E.Y>]8[H'>T?U7E1!3[#I+U5^`=OA%#JOX.2Y_O$`?VF0PF;R:`#%N\_S MBO\"=QZ*OUUX_`\``/__`P!02P,$%``&``@````A`#S<,+_H"@``130``!D` M``!X;"]W;W)K&ULK)M;;^.Z$M]7#[OAT-_S77\$?\^'@?-D<'S;[ZEC>#7^7 MY^&?]W__V^U;=?IQ?B[+RP`4CN>[X?/E\K('@L%W&3\?JM/F^ MAW'_LMS-%K7K7YC\8;<]5>?J\7(#O^\L_J+2IW3\\7F.X)C$@,;/GPVRO/6X@HR-S8$Z&T MK?;0`?AW<-B)U("(;'[=#6UPO'NX/-\-G>G-9#9V+#`??"_/EV`G)(>#[>OY M4AW^(XTL)25%'"7B-B+6S7PR<:?SV<=%P++N"?Q4/9G=6.YX^HE^3)4$_%02 M,*P/CF&FVL+"4&V_,(:%$H&?7QV#!2E0QT'\Y].CL'`^+3VA7QB'A3,J_O/E MD4`ZR)'HO'AW/D8R/^MT]S:7S?WMJ7H;0`V!@9U?-J(B64L+!#'195HVJ=^5 M^9#R0N6;D+D;PB1#4I]AN?Z\MZ:6>SOZ"6MLJXQ65XQ,BS5:B`4E=#T*?`H" M"D(*(@IB"A(*4@HR"G(*BA8806R;`,/4_#\"+&1$@#$R*P0ZXC8))EI@$X\" MGX*`@I""B(*8@H2"E(*,@IR"H@6,8,*R,8)YO1QC4@IK*+RMI%PL%F:05M+& MFC:!73/B,>(S$C`2,A(Q$C.2,)(RDC&2,U*TB1%"6..?"*&PAM(`5;R]L"S?&@+$3..DMBVKH8-T4M[.C87MB=M7'@"-LO? MMLG3R&^,,,L#1D)&(D9B1A)&4D8R1G)&"DGDX(U@BT,=WR/5*_OCP18B9K`E M:0>[(3J0+-C2QK7K398]IILLO_F\B7.CBB1L2+>?J-$1FSGPXYB3'C>?HVK2 MJ"))&]+M)VMTE!^2-WGS.:H6C2H08Y[@^6/,TY7DAU,/9K^P-B=$DO:$-*1[ M`)ZT<>&!V\I^$BV_,<)1!(R$C$2,Q(PDC*2,9(SDC!227,E^<6#Z1%AK8+EW@+T*3=*>HM MO.:-&D77C%B78O0GNS2?CV=SL],)6O3U*+WFC/8HNV;$>I2C/]6C,5Q/F#TJ MT**C1\;B$T?DSZ2)/"_!SA)7Q*I6N!NZL,-JYG^R(/.V5E;B1V-%`^!I(U3W M%7+&=4HX8Y>/3N$0C?J\1]H(O<<*N8O:^YP,*L$6?;Y3-.KSG6DC M])V;OEV2=@6VZ/!M3K(XF-%'H3VY@03I+[;BWH146X5H52"5G43UU*S$[1"]+01CMQ72*UTRYXY,[.N!=BH(^75Q*N.][F/4$F?/&*%U%*W+.(\ MP29]SE,TZG.>:2,<>ZZ0&KMMS2U2Y@ILU.'>G'1QV&U/^CN+7)V-VU,M$5WD M9"6NQ"/)KJ;L.C(SFDM_L@A6O8EGJ>-<#2^0I#UACQ)_@!; MMK//=DEA#-&JKQ.1-L).Q!V=($^\!%OV=B)%J[Y.9-H(.Y%W=(*M0Q7HKDZ8 MTR\N`MH+\4OG?;CE9%DAD=,>I#6VR$9PK5J^LSZEEO$05O+J(>2X"S(7@5)V M(!J=13[\B/M(&^%4Q"BNW(\G#LFT!"WZW*=:N;N/F39"]SF**_=3UR5Q+="B MP[V9`^)^HIT#[Q1C84Y*@$2._BO"6MSL@A6@[J%Y:+1H]NH^1P$BK1YJU*T> MH9%6CSE*$&GU5*-N]0R-M'K.48&H5C>C+FX;/A%U>3D!>I@%*TLA^6?B^C87 MD=XU>!SY"I&2:I$4#K!E5R%1NQG5"^TRPH8:Q1TNV7%%B?6Z3+E^QE'>X9(< M`PILV>72G#1QF=&>M*^52WDE8LRENB5IKU>7GJC6EK+22>!QY"ODP`IL*A^4 M7K(+#M"L[?+*$Y.YC+C+&+6(2[(;2]"LUV7*]3..1KI<;-[+E]9-3<_CFW3 M70@*M:L+G?P0C70'(HUZ.A";';AV&YF@4%\'4C32'<@TZNE`;G;@RMUC@3H= M_LWE!T:]B?!7]0(S_-Z5$%PUTPV*0L:RE%;]&Q35SJW?Z:J?=SY'`5<:F8HT1+X9,_U:A;/>-2.4>%E@)U%@S M(%O]-5JU-@4<^1P%'(4<11S%'"4JI1MWJ&9?*.2JT%'M.B),^G0T'C@V?6)%"@NS=)*+W1^2R:RTNCJ!EZVK( MTT@/^LJ*5/KJ"L5VIN2P$BB=_@LD[0R#'FG4XS]&=>E_9BTFY/B=H(6H;?CN M*TV\5#M#_YE&NAT;?X[J:OSN;$8*0H$6'?[-%2G.[30'K(E^D^6#*U(=__6C M;"5*,DRPL8=HD!X@#8RGVK66G\]1P-5#C;K5(RX5[-EO!FU14^ M7\*;29Q'\R6\2<1Y-E_"FS^<>XLEO+O"^=IVEF+SR3^!_>=2;"7Y)[";A"C5 MGXR:.,&7.%XV3V6^.3WMCN?!OGR$*1G7*^0DOP8B?[FH,\[WZ@)?WZB/.\_P M=9T27M8&ULG)E9<^(X M$,??MVJ_`\7[`#;F<@6VPN';U-;6'L^.,>`*8,IVDIEOORWKL*0F3)B7./S< M:DE_=>NPGO[X?CYUWK.RRHO+O&OT!MU.=DF+77XYS+O__.U\FW8[59U<=LFI MN&3S[H^LZOZQ^/VWIX^B?*V.659WP,.EFG>/=7VU^_TJ/6;GI.H5U^P";_9% M>4YJ^%D>^M6US))=4^A\ZIN#P;A_3O)+EWJPRZ_X*/;[/,W61?IVSBXU=5)F MIZ2&]E?'_%IQ;^?T*^[.2?GZ=OV6%ND!D[Y39?MY]-NRM M,>[V%T^-0/_FV4EG68$ M_BP[NVR?O)WJOXH/+\L/QQJ&>P0](AVS=S_6696"HN"F9XZ(I[0X00/@;^>< MD]``19+OS?,CW]7'>7#%ZT]'(&D\G7V\*6#;]@2=KRN/=&3,?\.3=^;(4 MD%=-_?!D97^A$S/F!)Z_W`D#0HF.+(DI-K1?[H;!AY3\\^L=,?B8DG]X(WH3 M8S`;/C"F!D0$[4H;&N#O?G#V::`W>;-.ZF3Q5!8?'9B,()2K:T*F-L,FGDG& M#$$C&M\BASY+(<@=XN69N)EW89BA>`5Y_[XPQL/A4_\=DC5E1LL;1JK%BEN0 MS"1^USK8Z,#1@:L#3P>^#@(=A#J(=!#K8"N!/F@K!(:(00*3*>E!@8D;(C!7 M9LE!J[BIB)&U#C8Z<'3@ZL#3@:^#0`>A#B(=Q#K82D`1$^)<$?/VO,Z# MDEA#-$M!:5F:2$MJ0]>D)N16B*P1V2#B(.(BXB'B(Q(@$B(2(1(CLI6)(B'D M^`,2$FN8&B:2AI#8EAII2V8%$W2;_H:>_BMA)0(2D0TB#B(N(AXB/B(!(B$B M$2(Q(EN9*,)"3BO"TKU'C\SL]\.4%&PTYKHL*1G1;069!U>(K!'9(.(@XB+B M(>(C$B`2(A(A$B.RE8FB'>PM%.WN"T:L5<$8D01#9(W(!A$'$1<1#Q$?D0"1 M$)$(D1B1K4P4P2`A%<&D8*N/>?JZ+.@V]8:00UB>Z:)-G*@Z4F*:8IE9"=*F M]GB@IO^:VEBP`HKT-TUMHMT((Q[E#B(N(AXB/B(!(B$B$2(Q(EM*:.<5L^%SL(K)RXBGBA% MMF[@5=NZ^>(]]Q$@'R$BD2C%O&HQ$8OWW.M6]J&,`:PMRAC<"&PX7/'()M:J MV)3(8@MR1VQJ8\%B*B+;&$QTR845[X:#B(N(AXB/2(!(B$B$2(S(EI(;H4W. M10_HVIBKPC)$3K:R1B-UCEAQ,T@R889BNS7B2FXP@QP.Y!GD?O0VYIK*]'AA0GX(^0Q#WXBM>$EY*L8J4U_$5O@RS;$Z M8!OF"LZ"]#0WF8RT]'5X;;!;%X[TVEQNU*[-7HO:F?JF]KM+5^2!FH8D&/-`V%`S+4PH&@H#]W, M4&59D8\44,Z\GVHWC)`&&^9J2/8,[XNQ-9VI=3G<0,Y^J?O-/L-M&\33VFN1 M)*X>@S[W3JLWQH86@0$WN%=]V-;%JX]NE4.]CYG52/9^(P+8F,A6D@1J!)!C MV0,1P$YQ$[$?6Y)/1V1PM8D`3;>LI!PH4J/8QQ5AQ(79,/?6K!GP86^J*>XP M`R*-R(K93%L176[5)IV'D:]7-M:B*^!E[E863`ITM;.J;:_7I'O1CY&`48 MA1A%&,48;16DJ@QY]8C*Q%R;-"E24F8\01G#"M[/F!M&:-[8D,][T`:Q=(YF MIC:D#C-1TDB*,S9OBMKX8'F\G-Q*U``?-<`RM.X&W-$G@=XT(.1&_AS[?FSB18Z]M$*_+Y[X^J2O@[^_6%6+'$48Q]T7KTN*87.8U MH?Y9370,Z7T=O79PH?G<+#)Z.\E%YPW[ MI6G#QVWL9SFTX9,MYL^6_0P:PXN^J`$N+*_)(8N3\I!?JLXIVX.(@^9S1$FO M/.F/NKB"N'`S5-1P5=G\>X2KZ0R^)PYZ,&#[HJCY#U*!N.Q>_`\``/__`P!0 M2P,$%``&``@````A`.@ZV"3+%```@6H``!D```!X;"]W;W)K&ULK)U;_^]N?+\\T?N[?#T_[U_:UW MM[B]V;T^[C\_O7Y]?_M__\Q_6]W>'(X/KY\?GO>ON_>W?^T.MW_[\+__\^[G M_NWWP[?=[G@#&EX/[V^_'8_?-_?WA\=ONY>'P]W^^^X5KGS9O[T\'.&?;U_O M#]_?=@^?AT8OS_?^8A'?OSP\O=YJ#9NW2W3LOWQY>MRE^\OA](V\OC)>I>'MY^__']M\?]RW=0\>GI^>GXUZ#T]N;E<5-]?=V_ M/7QZAOO^TPL?'DGW\`^A_N7I\6U_V'\YWH&Z>]U1><_K^_4]:/KP[O,3W(%R M^\W;[LO[VX_>IE]ZM_MV!MV&WF\^[+P\_GH__V/\L=T]?OQUAN".X(W5CF\]_ MI;O#(W@4U-SYD=+TN'^&#L#_;UZ>5&B`1Q[^?'\;@.&GS\=O\%M\%RT7@0?B M-Y]VAV/^I%3>WCS^.!SW+__20L,=C4I"5`(_48E_MXJB,%XM0? MV-#S[_Q5Y$6Q,C_3,L:6\!-;AJ;;,^V6V`Y^7M=52)BAJ_`3&]J.FK&XQH;P M\\I[]"`:!IOJ%^IM<+?T%NO@C&,]&E?U"YD-+W.MYY-9^(7,7C:>'H21[K&) MITM'U*,H4K^@V=DQO=>A/&1&^G!\^/#N;?_S!J8;N.7#]P7D;I8QR0@_2 MF"6GD@2R0VGYJ-2\OX7QAO@_0&;_\<&#J'QW_P>DXR,*;2>$7(F$)%3N*;TI M!QD'.0<%!R4'%0(X%C+?<:R> M!N[4S#GO8]5P\#'Y9:M)I%<]E<2)(*D@F2"Y((4@I2"5(+4@C2"M()T@O4T< MWX&/'-_-.TQ)NPY#8CE,D%203)!Q4RT3PO1MI7_, M)HELE*(PSP4I!"D%J02I!6D$:07I!.DUT7?O>!NFO__%O+A/Y0(O@++W1'(QNOCWX>M1(I!"G'5JKP`*UL\J[&ZZ2C%CH:0=JQ%6IE MZVLW7B>MO:W#&0.U@[2KK(G(AAJ>0EM)N\[6Q';V2&:4 M$G$]RI`3,T%R00I!2D$J06I!&D%:03I!>ILXT:JV4%?X=1!W'8O(AY$;?>8M MEFQ63:BE/?D*UQJAT;>(PK6>1NX\EIHYM8$Z,*RL M5PF*^;,9,R7D^RQ",K*HUGV8V@//\WEIGI.,G<8\B@ICCJ*H-,@$B>A!1=IU M#[PH\M<\W&J2F>M!8\Q1#UJ#9GK0D7;=@]4"SHH\'@=ZK((3'7##0&VNK@@# M)W2NW4XDZ&U$M[6CAXY)."8E!R%`J6`QA$*V"!,7,YR9S( M@F'?4*`0](G2L#1H9@PJTHX]\'Q(0S9=U20SUX/&F*,>M`;-]*`C[3@5Q:MP MR:>BGF1.],"-`[6EO2(.]`X8SE.HWUMU8@AQ$,*/,>N\Q8HE1X)B9V8"5&^2 M(S/MR&(N42%1*5$E42U1(U$K42=1[R#7RS`4UWA9B;/Y5B.6;2NV""3J40:T M/)-M$T(3V886=:3!D@M[*C:H.9H[M>9@MHWF:`3+J6Z*'E2D'7L`Z1XO6&%> MDPS8&*./S_F-,4<]:`TR[40/.M*.V>9'L;=@Q5Y/,B=ZX,:!VJ%?D6UZ0^]D M&^[QW:IZQ3J5>-AR?MT=A<@M&;8;J^K`6]O_L>4])S/VBC-18PL[)34TB5YQ MTSZ;VFMJ,VNL(2FCN96H\@U\OJ#.`*+^LC`]!'-[CU M-(KMK("EBM61"8J=6:I0O:U+3"`9JL*B-8[\@$]..5FS(XT+%21DHKHT:&8& MJ]P.>&&\]`*6Q35IFNM!0T*F!ZU!,SWHW![$8;!:LP[TI.A$!]PH4$<6=A3\ MTLFQIP\^G.#0*(:#CW$E@>!@"TZ"+<^LL/:YRK`*9M@NT$M)O([@`,$ME7,2 M.;&2X&HJ5)>F2Q3I%:G"A4L98]9J$IFSUDC5K40=J=+6@@EK/8F%)'TF9B2(UR/A>SI4HA7.E%X1+.5F2 MIA,SA4X1$C(]*`V:Z4'%>A![$Y,E:9KK04-"I@>M03,]Z-P>K-<3DR4I.M$! M=]Q!:';<_[G_#@-Z[@$O'+N+@=?(R;`1F3N4&::%PN$M+3TSHG8+Y8@L[85$ MI6Q8253+AHU$K6S82=0[#5U/JQ,,OBSYT1W,=_,/>GQ]]&&O1(AX,<@.&A(4 MLTXQ4H/,$$PDFC:)2U$4+5FEG5,'3DS6F&7CF0VM.N5%YBO2CJL%/*MSU\&: M!.;,-\86F6\-FKG[CK1K\R&\=.>:[TG@A'EWV-6!Q2\-.YYT6-6IKQ$[4EWQ MDW44@^J4;CR5*),HEZB0J)2HDJB6J)&HE:B3J'>0ZUT8`L>[9U))B;/U22-> MU+$A3]3C/[VO,CX=T4PP9=@04RF`=X9BMF?+203TC74EGQ8+V8'2(--.Y')% MVK'06R]#F4[Z3F8/:1ICC3S0DFJ[XZ(#'4I%CE3`G-!/Z;*I'8>"'[,`L)QD[C*T`Q25/Z"YE#RI2I5,2.AT% M_&V4FF3FS#52=RM11ZJTN76X7O!^]R1RPIH[=/R41>VO_5B]#7]S^9M9:A'C M4_'TX0NK/1)J:>(UE2A#1'N%:!&'3%%.K4[$*X[H>(I#TUY)[4P'*M?::AWR M1X\U-9HSUI"0T=Q*U+G&_&`5L/.IGAJ=,.8.ISHNN"(3]>F"DXD:6;5XXH_H M]#27DI#9LV82Y83,_K>0J"1D=%42U82,KD:BEI#1U4G4$Y)[:8@YUZ._=``U M:'%K%42A6;X21)"_%)ZI0<;W8E7.4(KJ$GALL8KYE$HD*B4J)*HEJB1 MJ)6HDZAWD.N_J<.(&#X)!6%^QI7R-`+FD,&[X?#>S6^\!#.73:#"!ZY,K>KV MC.^7SW1GW"5;RF.?;8FW`8K!LC26W=`'T=51C!(A-2T)91+E$A42E1)5$M42 M-1*U$G42]0YR_0PC[620-5>=<;EJR9))(_OC'&HS"5(62B7*),HE*B0J):HD MJB5J)&HEZB3J'>2Z4FW7+J^@`MS=F25[2\C4?8E$J4291+F#W'ZJS8G=3VO( M+R_<`[W%L0M`1$N[W(3L8N5$@F+JB'1,0KEB:?7LHQ;\-98,=8$8I65NU`-R M;US5\/:-GPEP+/GM`=((ND[F$K7P0H"?N1LMM'0?&:[9X4>&ND",U.=&O;@; M55M?<3>Z%'?&2Z-APS9^$G/!WWQ.`A2#$9D9KPFAB6I32V&U&:Z#B`]\CM94 MFDU9657UV>93#AX7$+6O$AYB5!@FUG!]B5&^FFPS;X1![L1U MM(]N),H007&C5I+XCFG)Z?I%N:6J$?O6U&"I`XXSMXB5CI4\\'<;6))O0RT% M[TV2WQ.)4HDRB7*)"HE*B2J):HD:B5J).HEZ![E1HPH":E=#5H;RW55*46-6NC;)#I`N]GBD+.1MGWF9,S(T5>R(UV0H5! MIPV61@C:N4Y0=>`53M!EH^,$C=P"``Y$V+/I",7L14`Z9D)(EG6H"JN$(&!' M+SE=/U$EZ" MHSBR@GCH?T(-[>R2_D3MMM"$/[44ELG+A=C2D*T3-3(Z=,(6[U")FM;Z]!P< M:AU>NP[EI?:9Y)0E=:21$Y<1?VDD(:GYL$15MM"$&[44[@W]B'\0,4=;IPY] MT(T3MJ0;M=#2#A$HE4S.N;Z$?CO!><:72IS5#AHY(0F?.S=/-3`FL:4=;KSO M:30A-.%,+84Q&8?B#152,Q^3$[9XATK4M`2?COD&-V<>E[C.G-I6J$WD&:=. M;2OX!PBWD=Q62)1*E$F42U1(5$I4251+U$C42M1)U#O(=2W?5IA)],J_O1== MMN,@,9"V1IZ_,9@8,5IU4XDRB7*)"HE*B2J):HD:B5J).HEZ!SE#H%XPNV*J M&,3=J0*1JCALG[(U.C%BHT\ERB3*)2HD*B6J)*HE:B1J)>HDZAWD^A2F0\>G M5K$^/VFH]S393(P(M@;DMT2B5*),HERB0J)2HDJB6J)&HE:B3J+>0:XK^;[G MC/_D!B=&9/M/H%1*91+E$A42E1)5$M4.)GH8MQVSYDPT;6[$R8:V><(\8A, M1WEJI"ATYAS!2)'_#B*- MG'T>S$AF+Z3W)C&*P8]QY*5#)X3DW@15T?-];[F(F+6<1"!.3UHK+NE2B4(K M2+M1D\\_4%)=HJI&H?$T`U[]GS[-B)T]#B;\):<90T-6#^HMC;-UE*<9U'!V MYS@E-#$ZVB`]]%N'_LK,[T,LY*0(%O[1ISP6"A*:ZU*)0FSOR$\9JDMTU2=T MG=B'QLYF"<;HS*PS[H@H<[>#!G5*97D!#A%$I:Y;SC\J)UUV=DT,C59%3\\7 M\"4!;!G/4='\&**8R5.O,/`]':KE?*),"4T,BE:%B;)>KOGZ@FKF MTV3*ED@3%.)'B2POJTMTU2=TF>)3#XS^-A+]G0LON[>ONV3W_'RX>=S_4-\T M`J]T?G@W8OP:E'"]^0CG=#!WL2OPU'BCGJ!.7(D6&_5`<.K*"JX,-3G3]C$" M.W`74VW`CBXN69MM#'9@]S_1)H9O;X'-[,25$#H]Q0-_HUYDERT^!N'F([S^ M(*_`Z][09EI;!%>&%VEXGT/P`#S?E]I@F[91M;2\`KNUC2JIY178>VU4R2RO MP(9KHRIG>05JUTT&9:&\`E]Y\W'*`UMPYJ0OP653\A^#S4=((&E@&X!7)G@: MK#;JY539(HW\C7I..74E@"M3VK9PZ]O)6X>-]B:9O`*[:W#*M+LV\`?.)^PO M-]E44)3+#?R);RG?+C?P1[HE3U<;^"O3$SP``_"@#:['KKGMX M^_KT>KAYWGV!M%T,[^Z]Z:\0TO\XXE_3^+0_PE?_P)P*.T?XJJ<=?`'"0OTE MB"_[_9'^H0R,7Q[UX=\"````__\#`%!+`P04``8`"````"$`%OEH%HD4``"& M:P``&0```'AL+W=O);(L#UALLZGV-B8G;F69=I6M"0Z1+G=_?:;*"`K@?RKBI2F;UKNKQ(_ M4,A,G*I(OO_'GX\/%W_LGX_WAZ/[]^'V_?[D@A:?CA\OO+R\_-E=7 MQ[OO^\?;X[O#C_T37?EZ>'Z\?:'_??YV=?SQO+_]TA9Z?+B:32:KJ\?;^Z=+ MJ[!Y/D?C\/7K_=T^.MS]?-P_O5B1Y_W#[0NU__C]_L>1U1[OSI%[O'W^_>>/ MW^X.CS](XO/]P_W+7ZWHY<7CW2;_]G1XOOW\0/?]YW1Q>\?:[?^`_./]W?/A M>/CZ\H[DKFQ#\9[75^LK4OKX_LL]W8'I]HOG_=+[[L MO][^?'CYW\.O;'__[?L+N7M)=V1N;//EKVA_O*,>)9EWLZ51NCL\4`/HOQ>/ M]R8TJ$=N__QP.:>*[[^\?*=_K=XMKR?S*9E??-X?7Y)[(WEYS6Z6T^7*B(P4I*MM[?37%9S-SBNYF,Z_D6+9 M<_MVROXT_SBGP5*4Z/RR*7_U!B7'GC+8]1J'%CBU,%AC=2(-8 M@T2#5(-,@UR#0H-2@TJ#6H/&`U?4MUT'4US\'1UL9$P'<\]L&4B/SU1GL@47 MB32(-4@T2#7(-,@U*#0H-:@TJ#5H/!!T)F5*T)G]8R@'I;%NQ\TN*!<+U4E; M:S-==1V[`Q(!B8$D0%(@&9`<2`&D!%(!J8$T/@FZD'+\%5UHK&EHH#&YZT-* M['48:5MG10.O6$WFUZ'5KK/J`A)(#"0!D@+)@.1`"B`ED`I(#:3Q2="Q-*L% M'6M'TG=FMAL/4U.P[6/NEZTE2SN%FW%P!R0"$@-)@*1`,B`YD`)(":0"4@-I M?!+T':T1@KX;[S!C'7:8(UZ'`8F`Q$`2("F0#$@.I`!2`JF`U$`:GP0=1@D9 M=)@7;"_?[^]^WQXH$VE*ZNG(.4W/=M(V(F$_6C*;R6C8$4GMU21,[,C:+*BZ M+OUG,S70QIT11WD")`62`;TG"9D8L3] MF;.XR\2%WLT4;#!6>RG"PTVLQ(AKKUGW#>;B=B1`DC44\%#:MG;"3J M.:*"D:B7@H;5*S82]1I1PZA5#WN=LC/H];("D:B7@H:5J_82-1K1`VCGA0RF^U7]+K=FP39V85V6& M*.;^EMQ(%&XR/1W`O%=95LY1_>ZOE,EQ5-&SE5^C?7>A+LQW7OIPN7WGF M-+6;^L"O%JFUW4*=(NVXI)\V3DQ0[*P6=,7WJ[KSA,7\:( M\H$J83?M&CM:98GZ%:*ZK\K54M78<,&A&@/WSEYWIM*:ATL%A_QUFR#QAEXU M1VPD`W>,*&$DTT(J:%@]8R-1SQ$5C$2]%#2L7K&1J->(&D8XZ'-_OT&EF._F+7[8.!7EC MK<;W.UQ.8B]&E#"2R$X%#4=VQD:BGB,J&(EZ*6A8O6(C4:\1-8QZ\N9O.6B8 MX4�\%DM%JJG<.."\K$$"&*'0KFHN5:15O"!8=&:9=*KJE28R8%>8F4?M`ZX]3F;88G$@X%.=D=4LC]:;]$KMRB?:'5'NHA2E`]%32LGJ%4 MCJ@0*?9-*6A8O4*I&E$C4J0>>L,<%/@[KA-+"V.N5H$.>>^2T?*OM1(4(8H1 M)8A21!FB'%&!J$14(:H1-0$*^\]LE?W^,]%,KS"=.'HPYS>Z'QU:M,\'?M,G M.ER")AEOC%O(&!4H"<<[':0,D9N9PZYANFS$+D<-$Q&R*!A M]/@C;-AX`XG7>"9+R`^=X9G7AS3ZQ8/4&4(LH0Y8@*1"6B"E&-J''( M=D38]WJCHQ=;9[TQ.VLT_"*?$R8#Z?9.F%$JU0_7 ME8G4P,M\8L#"A0@S*@4-UU6)U,`+?6+`PHT($PK=1O/T:X8<8QZNRLS3!$*! M?SHT?!^1*W?BO3ZQXIM)$*6(,D0YH@)1B:A"5"-J'.K+#;T1.3&NXX9C;I'9 M_7013\L.O71C,UH5=V:8&$Y+%EZQE)->!JM4K(;5,S%BJ1Q1@:@4-*Q>B1&K MUXB:`(7A;O8+KYAAW?9"NFIKCI)-N-,:NNOBGG=\(SP2< M%*W`[+N6JQ6KS\2(J\]9W!W3+-?KE1J* M"C89J[\4Z>'Z*S'B^FL6YV.B^72IGNDT;#)0?^ANO8<]X6[,PVTYN&JQR&5W_I9P>W&/&]QBSOCPLTW^L7.MC,#W+_V9[UN>@/>R43(VY$SNJJ$>I5AH+-1AM1 MBOYP(RHQXD;4K*X:H;W/9D.-"-U/H1>L`MZT5S&[.K46=B@8!O!Y&Q<<2X!( MC+@K8H>")W`4%.H)<\(E_43H"0K7^K%&9"+%CL9&HIXC*AB)>BEH6+UB(U&O$36,\#F=V?P%O?ZV M1,0#FU88EE_PG,Z9T?#,/HL0Q2QF5QOSR3E$Z0Y2SE*UM MML+E?L$F8[65*%TAJEF*5U*XDF_89*"V,(W,`M)V(S\U)GUS/V@ MGV$K41N0.N4.E MQ?I:O116LT9R6`=LY2@A)%,!:F@WK!M>S1C(Y'*$16,1+T4-*Q>L9&HUX@: M1CT3C=F"^X/BV[+)G7#(B+NU%EY56:(S0U4&6;5\W;E(:QX. MBP[Y625(W*&;&;&11&:,*&$D<9\*&E;/V$C43CBDGN:NU,'JCLUDGHP$R7WW MY*6MDE[6,"?E<_JN*!V5B1,RSZR[.5([/Y7:N.,S05(.&I"SNCO#N%E?ZQ.3 M@DW&&E!*;=R`2M!(`VI6=\<:L]5ZK4^,V62@`6$DF,.%L77/F7EISRC\3>+2 M'5O(G+,3)'>H71,YHR`OK92'$I'B_DL%#:MGJ)XC*D2*U4M!P^H52M6(&I$B M]=`;Y#+PAOL<[BN_5M7L-.U(*>V=KF;J8>:6S6@MU64+3:0JI'9BQAT2(8H1 M)8A21!FB'%&!J$14(:H1-0$*?6".$`8R8OSH?&D/'X(DL(AF2NZWG;/R4(0H M1I0@2A%EB')$!:(2486H1M0$*.Q*LV'WN_)$_QES-;D[Y/R7_#M^TO37MU@ZRB&Z<6[%S5O2'4>20>6[EWY(ZA(W%C$LF@5C@-//] M`L$MC0=7:QX&ET/^^WV"I*'@(&=T30WH[H86(N&']F.QZFY&U`F%-Z,W2B=N MQFY__`@T6R'R#:V\W,N3>@AG`\J5KM5X:T[%-X)%4.RDNE78%#9';''.$L1\ M9\UK'(E;@%:!/D1M/UU!WSBI\\X9C+^>(D;LL-@AW@9.US=*.>%"U*B^7@V= MK%?=)YR,R^N51>)D-2CLV,#W'SK9JE%YXD9Q M\;AR*[[.HVJHV#F#$QYUPC)[Q*X=1?K]%4?^(^NR49 M!]AV99$X5#WVV+'!N$.=BN]0B]BAB]6-VKTG3GEHGQ1&KK\FHG^_:?98V;50 M,&A9I![.K:`37$D:G/J2K#U?CEC>=[8MYYQ-J]_95)_B<*FSO$U.Z`8JDC[A M;6.M)AR+O,.$W:I#8[?FC&1&C;F]\_?]KO]P\/QXN[PT_P83!ON'7:_ M5+-<;CZ1$@T\Z@KM`#=F-]1W9457VL^?JC+1:K(QZQLL0[^(\ZE]MU*5V-(O MY;2)J?EL0[_8@#K;^89^AP#YIP7I]][&8D/?KX\%MN;N^OCLFFIN!TS5I$_S MR>83;=%1*YHO-C%]X`2OT,=D-GGO%?I0RZ;NO4(?$Z$KO6U;WFRV=OFLVD8; MB(U97V,+(KIBM@1]5]9TI:\,[1D/?(]W#YW/JDS['T\=3*2+Z0FX[I]BBQVND=M5U%_T*TH_;;_OZ M]OG;_=/QXF'_E1)CTGX'UK/]'27[/R_N<_*?#R_T^T^'],!=TO:'W\?P$```#__P,`4$L#!!0`!@`(````(0!2A`,T\PP` M`)1````9````>&PO=V]R:W-H965TX^TQC;J(VQ@+Z^_4969E1D1E1AW#,O0_M7D?^, MC,@;:F[^^+E[Z7W?'([;_>MMW[L:]GN;U_7^8?OZ=-O_SY_1I^M^[WA:O3ZL M7O:OF]O^K\VQ_\?=/_]Q\V-_^'I\WFQ./5!X/=[VGT^GM\5@<%P_;W:KX]7^ M;?,*3Q[WA]WJ!'\>G@;'M\-F]5`7VKT,_.%P.MBMMJ]]K;`X7**Q?WS/JWWNS>0^+)]V9Y^U:+] MWFZ]2)]>]X?5EQ=H]T]OO%JC=OV'D-]MUX?][F M80LM4&'O'3:/M_W/WJ(:3?N#NYLZ0/_=;GXO\"#L!_>[NMZAH0D=7/^O/']N'T?-L?C:XFL^'(`_/> ME\WQ%&V59+^W_G8\[7?_TT:>D=(BOA$9@?=&9/IAD;$1@4\CXEU=3R;CZ?7L M-\'JM+J[ M.>Q_]&`R@J8=WU9J:O,62A!'C.[?S1CJ&D(P=I3*9R5SVX<\P^@XPKC_?N=- M??]F\!T&Z]H8W;<8N19+M%`C4^D&'(0<1!S$'"0^7([7/WQ@JF%[+R_9EKM6RLFF@*$@H2"1(+ MD@B2"I()D@M2"%(*4MG$"2R,?">P>AJX4NO$^1BK@G6,,2[WFDSTFJ@&\5*0 M0)!0D$B06)!$D%203)!8[4$<@1KBUYQE(@; M1TU\OYDCEPVAH3T=N@,[T#9CF+Z;X>_SE2MLC+"71X+$@B2"I()D@N2"%(*4 M@E2:Z,8[P8;9[Z\'6XFXP=;$#G9#*)`BV-IF[-<[!'_HC=UDA,WS)LZ-*I*X M(=WU)(V.VHE`/6S.3YOGJ)HUJDCRAG374S0ZIAZV!)?- MB+5T?CB#8.]7UFY"-+$3TI#N!@3:9@SK@M7[6;3"Q@A;$0D2"Y((D@J2"9(+ M4@A2"E)ITM+[857_0%25M1M53=3AKXF/Y_O7;K==&BO(;6,ENGZ+C>]/7:%0 M&XW4+/?][GHX'+*:(F-@^\-KBEMJXC9)BXWP)G6\F8QG_L1U-[O`F[RE)NY- MT6(CO"D=;^`0>\T&6W7>&V>PJ?/@!_I%;>YV#(/&L"MH<@X]8^Y&:(DE[>6% M-S\@(QQ@(D^4D!&JIQ)E$N6$NM4+,D+U4J+*06XFU*G.7N+4 MOL^?7,%D=GZQ\_1Q$`YR6/&]03Y,_$T_\?R1QX>?*0FI:L.\27.)&0$3J1 MHCIS@NU>,S0[ZT1.^A0PWB<+,D(G2E1G3K`UN4*S+B?<]*M#[0?2K\_`SD#4 M:&J/,!B((OVFI&W&&QVH^T]*X9SVN$!6$@-U8MV6_DR8K[ MD*`4^9`:-!K6:_%X/F,S?X9E[.JY<(Y&YR)0D!&E77OM1,`;'_6-$38Z-.5@U*N-\)AMDR-\#`6;?/.( MQ)?4G9`2UIT:-+'%1>$1;LZN7U@AZCU3D?$C)"'U+R M0?6ZJ<>Z789%[-IYM\O1Z%SE!1EAY255;F5SPJZA*RQHN]`]S&&I<)+^6Q=M MZOZ1-^&Q^AA3U&>2;B2ZI/ MR`BK3U$<'&MF%VB=Z`TF"+8/=BKJOIB3/HEQ3PLR0B=*=$)?!?A0O[NUK=#` MKMX2=D>_NA_YP.C7URE0`[IS[VDTHB^@EH2Z6Q:@T;R1"B6*$)%Z3*A;/4$C M4D\ERA"1>DZH6[U`(U(O):H0U>INU-6%A!WUWQM^^EK#289!^A<,]55 M[!ZCPI)=53JY]#]V852;NSLF@^P11*B[%P9H1+TPE"A"1'T\)M2MGJ`1J:<2 M98A(/2?4K5Z@$:F7$E6(Y`CR88'YZR.H5F')4,+J\L&:XN=\*V/*62M30(A: M+6XJ0V-EUJ_1['K.)N\(+>SZK=4&=9?$#I3?XGJ[@(Z9L>F"LUL)^P%U!V`,$S/=H4_]V^0X_>NDN`K`KZ9 M,<@9F-H*$#63IRSX?54#%`3FG,NY%0?9K\@=,:%TG5A M-)W.YCS$%2IU>.!V!W5'<:X[7#@XS06-M>_T-7(&9X.HB3P[@2GG#$Y=SD*1 M5(\)=:LG4CV5*",I3$].J%N]D%*E1!5)B<$)$ZJ3C?-WNFH19.<[1/4O=>NI M;2E1(%$H4211+%$B42I1)E$N42%1*5'E(+E7Y^-7F[NG'(-C>8;]; M2A1(%$H4211+E$B42I1)E$M42%1*5#G(C=_?HD*B4J#)(1\(-/D2B:QZX_+>? M(Z7"^K1&3O`;1+.P#+XVZOY)HJD+#"CLC3"BV%A!]=UU)21E?B[(K@52,D#A MC(01Y82ZZRI(RM1%>XIZ0U>2`0I7)`S(31L_[[TSY\B#'5R&J)0Y^6E0=SL" M4^Z=7RB2%38FDBB6*)$HE2B3*)>HD*B4J#*H;6RH`XJ]1KX39'V>L4_/H^9H MA&%8&C2AJ[M`HE"B2*)8HD2B5*),HERB0J)2HLI!;B?EYQYKC_&!N44>AT8: MJ1.#O9WCFWDT@]US8R;G&Z-E&\EK"B,%?46-WMET-&279Q%:V#[QRN)+/$K: MC(1'*=:G/9H,9^+;4;0XYU'>5AEWNV@S$AZ56)_V:#Z?\@M^-.APR.T[;6<^ M;U*_`%/WG+QLBZK@@EBD@*1WQ,J+L;)E(JE2@C M*53/"76K%U*JE$B]"*R"I2.CLZ%?[-4O*.XVAZ?-P*GL(4ZD;0]F<.3^DL)5@;>3_Y<+_2,W\-[R_5%'^<^ M"+74\'D$.JU.C>`%Z)8"]^,%OYNH$:JB_Z&-5!R-_$<**+P*%FKAET]@G84G;9[!"K)0BX$L`^O!0DWM\@G,[M#,MB?!=`$OK\@2P6P! M+W](GLP6\+*&Y,5L`2]72!Y<+^#U@!8^\J!][2F<081KK4$38G@G_&WUM"E7 MAZ?MZ['WLGF$[C>L9X.#?JM<_W$R7SI\V9_@;?#Z^X=G>/M_`V^]#=7O6A_W M^Q/^`4X-FO^?P-W_`0``__\#`%!+`P04``8`"````"$``".M?X$%``"=%``` M&0```'AL+W=OHR^7YJ2%L\74#W.XJ*4M@>OECFZZIL24>._0S, M>+GT?Y"W7W%U.O>0[CDH MHL*2PT>*NQ(B"F9FP9Q:*LD%'("_3EW1TH"(%.\;-X2)JT-_AO\6LWGLAPCH MSA/N^KRB)EVG?.EZ4O_#2(B;8D8B;@0^A9$9BOP%-7%G&/PZS`V??!A"M[GO M#%SP@?`IYOO*5X_I'L*8%GVQ7;?DS8':!&7=M:"5CA*P)^+'9I<1_2R@$$EJ MY)%:V;BPJ"!6'53!ZQ8M0K3V7B%U)2?M1D@Z8R\8-$_4;FH"F0GD"N"!)*DK M^%]T42M4EW!H)X";T,#0(!AB2&H"F0GD"J!I@*)4TR(%E#S4L4Q!%!F^ M[1@'+:2>O86D%I)92*XBFL>P`J9[3,E0=K%>-:;/G+5262A8&%&7+!EV"\DL M)%<1300L8TEG$/%LW5`QPV2A!L[AJS8WD-K>F\AJ85D%I*K MB.8J+%K5U?M%0LFZ?QQA&]K@GX6D%I)92*XBFG^0WNG^4;+N'T/FPQ$RQ'@O MD=L:7/AZ.:2,$T&=RM6`4!#KK$RR1+9R:1L0307M%ZQM5W/VF(L@VU M#`I5&:#6**,]'QG:"H9:2$EH]`/2(G!X` M=J#"R2+RL4,,,M.]E/%F>PNG4==D5A2?>%/"S:NDD0`P%J^`%3+.M5Q,!;2Q MJ73Y],"=+I\?SZI\!IGY7YGR&>V+_(^01N3S&5G^$;2#BU"?+4><,JD`Z%$] M/0+\8%KB_7SWIEV%HI9VD^'R MLVY2.7UI:VQFGD%ZYE%@+61&^R+S(Z21S/,91>:7"VLGXXQ)F:=]B1*++TXR MUL5H&SF'E#L,LJ#4AC(;RC5(+U#:>"AN3D\9ZU@TCSD4#2?A@[5(Y<^W&D4H MO&U,S#'V`L*N[C5N3WB/+Y?.*ME%"5QPH*9-?)[`;6($ M1TMXJQGNNN:(.-F-X?LXV8_A:9Q`;VW/D"Z3;(R?QTD^AL/CT6,P8F=''Y7& M\""!N[0][RY,X,IJXX]1\L@>ISRI&!Z'KL4)_U:TIZKIG`L^0GC]H=-OV?,2 M^]*3*X0=GEU(#\]"P[]G>`;$<,/S9[`2CH3TX@O,[,F'Q>V_````__\#`%!+ M`P04``8`"````"$`*W45_C(!``!``@``$0`(`61O8U!R;W!S+V-O&UL M(*($`2B@``$````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````G)%=3\,@ M%(;O3?P/#?DO?EX3F' M:KHU3?8)/NC6UH@6!&5@9:NT7=?H>3'+KU$6HK!*-*V%&NT@H"D_/ZND8[+U M\.A;!SYJ"%DBV<"DJ]$F1LA#\O],E)T^BX4K>0A'-O;H,=BUW5%5_8:R9_BE_G#4S]JKNU^5Q(0W^^G$2'.TRI7&M3M MCF_??).%L*GP[ZQ2LK=CTH.(H++T'CO8'9-E>7>_F"$^(?0B)V5.)@MZQ4K* MR,UKA8^MX3X?@680^#?Q"."]]\\_YU\```#__P,`4$L#!!0`!@`(````(0!D M4<_'E@```*H````0````>&PO8V%L8T-H86EN+GAM;#R.P0H"(11%]T'_(&_? M.#.+B%`'"OJ"^@!Q7J.@3_%)U-]GFS87#A?.O6IYIRA>6#EDTC`-(P@DE]=`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`&X!8GJV;72C]P/6<34JVI@-?&...M M*,V0B`6\F]!N"D/H["\TBX3>(K^0:%.Y7-4/N2+/+HS!^<32$5(V^](A3?=2+GE\C\#Y0Q__[S()ZI$04,:*ITOA).TM=*MTH.,+L7#`5&Q(R4NNUS'/5 MUPZ.`%<7X'&P,XGP9;B"FH2"2X(4#-?S/DJM#)$X`F2UHJ(LIPA?$% M@'(=<;-BUXEZ@(<]X9(2IF*9X7!6^HDY#^)>8>FT(76^"FU>I:W0NC![T:YI MIR\GB2R/,(718MIYIE5,N&FB#X@6%MD=L*0U+1!\[5I<$A)NN&@'A-F*MB:, MH8^[,.8-:4\8\]<1F'R(L1MY%-U`6,[?1\AY=P3F'Q*#NY/"_`RW)C_'H(/8 M6$1'K;&(#A-Q$8FR]9KCCHOX>(='480DI1C,+3;PG)HMX7[FF,P]%%8Z';0"[GZ"X>'A'2$ MA\1TN)K$T*X.-UVTG##F&#ET>,)R.L)#-H2T/45(24S`GM9Y*2VGO8ETI$JF M3CND-=O"$#K;PKTJ;4WCCD:',-R M9_A="K=MC(/9Z#<@Y?W<3:0Y/2&M27%IANE](O/9M5IT2W%;XQ?ZW4^=^/7[ MN1`HT`VI^.M*+(36W9`RBW?#:A(2'D'0L0QCZ",L,+;`(UJUX.2=5HT:O9?U M3(H)3#K@PN=",(8X`D+764`SB*$=<##P+ZW';[15U6HO*#1>2;B1Z;VYW7GZ^A1O?U2^&_3+-UZ&_P,``/__`P!02P$"+0`4``8`"````"$`UWV+*8X# M``"870``$P``````````````````````6T-O;G1E;G1?5'EP97-=+GAM;%!+ M`0(M`!0`!@`(````(0"U53`C]0```$P"```+`````````````````,<%``!? M,04``.A?```:```````` M`````````.T(``!X;"]?GD8'``"6'@``&``````````` M```````^&@``>&PO=V]R:W-H965T&UL4$L!`BT`%``&``@` M```A``^]6;$4`P``N0@``!H`````````````````NB$``'AL+W=O&UL4$L! M`BT`%``&``@````A`#JQJ!"C`P``Y@L``!H`````````````````"RL``'AL M+W=O&UL4$L!`BT`%``&``@````A`+M&H=?^ M"@``VCD``!H`````````````````YBX``'AL+W=O&UL4$L!`BT`%``&``@````A`$A3UHMX"```!"P``!H````````````` M````'#H``'AL+W=O&UL4$L!`BT`%``&``@` M```A`&:-!KAJ`@``6@4``!H`````````````````S$(``'AL+W=O&UL4$L! M`BT`%``&``@````A`-(W^CO/#```[4(``!H`````````````````[DD``'AL M+W=O&UL4$L!`BT`%``&``@````A`!].T&)8 M`@``B`4``!H`````````````````]58``'AL+W=O&UL4$L!`BT`%``&``@````A`)^A11=^!```;!$``!H````````````` M````A5D``'AL+W=O&UL4$L!`BT`%``&``@` M```A`.*BQ_NX`@``X`8``!H`````````````````.UX``'AL+W=O&UL4$L! M`BT`%``&``@````A`%"EO0N5`@``)`8``!H`````````````````2F8``'AL M+W=O&UL4$L!`BT`%``&``@````A``#K&N?? M`@``_@<``!H`````````````````%VD``'AL+W=O&UL4$L!`BT`%``&``@````A`-I6:OH4!```Q`T``!H````````````` M````+FP``'AL+W=O&UL4$L!`BT`%``&``@` M```A`*ZO#]_(`P``\0L``!H`````````````````>G```'AL+W=O&UL4$L! M`BT`%``&``@````A`$+!ODEC!```OPX``!H`````````````````=G@``'AL M+W=O&UL4$L!`BT`%``&``@````A`!0H/*E` M`@``ZP0``!H`````````````````$7T``'AL+W=O&UL4$L!`BT`%``&``@````A``YN9(L]!P``#",``!H````````````` M````B7\``'AL+W=O&UL4$L!`BT`%``&``@` M```A`+Q/;M2\`P``%PT``!H`````````````````_H8``'AL+W=O&UL4$L! M`BT`%``&``@````A`"$O)1[>"```[C(``!D`````````````````OY$``'AL M+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`,.%DO`3!```%@T``!D`````````````````AJ0``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`'P#=)H.`P``9P@` M`!D`````````````````-;,``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`.,H=(@1"```4"H``!D````````````` M````V,(``'AL+W=O&PO=V]R:W-H965T M&PO=V]R:W-H965T&PO M=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T M&PO=V]R:W-H965TA8I``!4]@``&@````````````````"F"`$`>&PO M=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T M&PO=V]R:W-H965T&PO M=V]R:W-H965T<* M``";,0``&@````````````````#-1@$`>&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T M&PO=V]R:W-H965T&PO M=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T M@$`>&PO=V]R:W-H965T&PO M=V]R:W-H965T&UL4$L!`BT`%``&``@````A`"7UCK]1`P`` M$PH``!@`````````````````U8L!`'AL+W=O&UL4$L!`BT`%``& M``@````A`/MBI6V4!@``IQL``!,`````````````````5)D"`'AL+W1H96UE M+W1H96UE,2YX;6Q02P$"+0`4``8`"````"$`-TIA'#4$``#Z#@``&@`````` M```````````9H`(`>&PO=V]R:W-H965T&PO=V]R M:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R M:W-H965T&PO=V]R:W-H965T#@``&@`````````````````] MPP(`>&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R M:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R M:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R:W-H965T&PO=V]R M:W-H965T M$P``&@````````````````#K^P(`>&PO=V]R:W-H965T&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`)^, M%2TB`P``_`@``!D`````````````````Z`4#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`%?1=?&$"@``2#(``!D` M````````````````01H#`'AL+W=O&PO M=V]R:W-H965T&UL4$L!`BT`%``&``@````A`*=T_&S,!P``GB(``!D````````````````` M[BP#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``& M``@````A`+5#V\;-!P``.R(``!D`````````````````@D4#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`&QT!]1S`@``O@4``!D````` M````````````+7L#`'AL+W=O&PO=V]R M:W-H965T)`P!X;"]W;W)K&UL M4$L!`BT`%``&``@````A`-_TK)#4(P``RL4``!D`````````````````/Z@# M`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@` M```A`)@`DM_Y!0``4!<``!D`````````````````JO@#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`.M;'N[2%```KW$``!@````````` M````````XW($`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT` M%``&``@````A`(XKF\2G`@``[`8``!@`````````````````#9@$`'AL+W=O M&PO=V]R:W-H965TM!`!X;"]W;W)K&UL4$L!`BT`%``&``@````A`,/^ER]8W@``81$%`!D````````````` M````;OT$`'AL+W=O&PO=V]R:W-H965T M&UL4$L!`BT` M%``&``@````A`)EPOU=6#0``74(``!D`````````````````#O$%`'AL+W=O M&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`#WZ M;AT\"P```S8``!D`````````````````US<&`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`(?P[9Q4'0``C:(``!D` M````````````````N$H&`'AL+W=O&PO M=V]R:W-H965TPJY3T`H` M```V```9`````````````````,)Y!@!X;"]W;W)K&UL4$L!`BT`%``&``@````A`%]W4)UA'@``!:4``!D````````````````` MR80&`'AL+W=ON0``&0````````````````!AHP8`>&PO=V]R:W-H965T&UL4$L!`BT`%``& M``@````A`*0R^51E"```7B4``!D`````````````````\N4&`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`!A0HM6O M#```-3X``!D`````````````````K`('`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`#R50#J[!```)Q$``!D````` M````````````-R\'`'AL+W=O&PO=V]R M:W-H965T&UL M4$L!`BT`%``&``@````A`-@X.$!&!```61$``!D`````````````````?3\' M`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@` M```A`+]`BH[J`P``9@X``!D`````````````````M$T'`'AL+W=O0<`>&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`*GGDAS1)0``@=```!D````````` M````````[(4'`'AL+W=O&PO=V]R:W-H M965T<<``*!X!``9 M`````````````````.^V!P!X;"]W;W)K&UL4$L! M`BT`%``&``@````A`&&WV:6&30``*KL!`!D`````````````````GWX(`'AL M+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M```[;]]`'0``L*(``!D`````````````````).,(`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`/1-&9E+"0``2"H` M`!D`````````````````@1X)`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`#S<,+_H"@``130``!D````````````` M````P3<)`'AL+W=O&PO=V]R:W-H965T M&UL4$L!`BT` M%``&``@````A`!;Y:!:)%```AFL``!D`````````````````4U\)`'AL+W=O M&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`"MU M%?XR`0``0`(``!$`````````````````]88)`&1O8U!R;W!S+V-O&UL M4$L!`BT`%``&``@````A`&11S\>6````J@```!``````````````````7HD) M`'AL+V-A;&-#:&%I;BYX;6Q02P$"+0`4``8`"````"$`G;J30?8&```W(P`` M$``````````````````BB@D`9&]C4')O<',O87!P+GAM;%!+!08`````L`"P +`+PP``!.D@D````` ` end XML 27 R70.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Gain on Investments (Tables)
12 Months Ended
Dec. 31, 2014
Investments, Debt and Equity Securities [Abstract]  
Summary of Net Gain on Investments

Net gain on investments is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Net gain (loss) on investments:

        

Mortgage-backed securities

   $ 10,416       $ (1,347    $ 612   

Hedging derivatives

     (6,802      (4,310      —     
  

 

 

    

 

 

    

 

 

 
  3,614      (5,657   612   

Agency debt security

  —        1,725      —     

Excess servicing spread purchased from PFSI at fair value

  (20,834   2,423      —     

Mortgage loans

  227,488      206,988      103,037   

Asset-backed secured financing

  (8,459   2,279      —     
  

 

 

    

 

 

    

 

 

 
$ 201,809    $ 207,758    $ 103,649   
  

 

 

    

 

 

    

 

 

 

XML 28 R124.htm IDEA: XBRL DOCUMENT v2.4.1.9
Real Estate Acquired in Settlement of Loans under Forward Purchase Agreements - Summary of Activity in REO Under Forward Purchase Agreements (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Real Estate [Abstract]      
Balance at beginning of period $ 9,138pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreements $ 0pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreements $ 22,979pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreements
Purchases 68pmt_PurchaseOfRealEstateFinancedThroughForwardPurchaseAgreements 4pmt_PurchaseOfRealEstateFinancedThroughForwardPurchaseAgreements 249pmt_PurchaseOfRealEstateFinancedThroughForwardPurchaseAgreements
Transfers from mortgage loans under forward purchase agreements at fair value and advances 9,369pmt_RealEstateAcquiredInSatisfactionOfDebtUnderForwardPurchaseAgreements 9,922pmt_RealEstateAcquiredInSatisfactionOfDebtUnderForwardPurchaseAgreements 6,633pmt_RealEstateAcquiredInSatisfactionOfDebtUnderForwardPurchaseAgreements
Transfers to REO (12,737)pmt_TransfersToReo (117)pmt_TransfersToReo (21,819)pmt_TransfersToReo
Valuation adjustments, net (779)pmt_RealEstateOwnedUnderForwardPurchaseAgreementValuationAllowanceProvision (112)pmt_RealEstateOwnedUnderForwardPurchaseAgreementValuationAllowanceProvision (449)pmt_RealEstateOwnedUnderForwardPurchaseAgreementValuationAllowanceProvision
Gain on sale, net 306pmt_GainsLossesRecognizedUponSaleOfOtherRealEstateUnderForwardPurchaseAgreement 92pmt_GainsLossesRecognizedUponSaleOfOtherRealEstateUnderForwardPurchaseAgreement 2,319pmt_GainsLossesRecognizedUponSaleOfOtherRealEstateUnderForwardPurchaseAgreement
Results of REO under forward purchase agreements (473)pmt_GainsLossesOnSalesOfOtherRealEstateUnderForwardPurchaseAgreements (20)pmt_GainsLossesOnSalesOfOtherRealEstateUnderForwardPurchaseAgreements 1,870pmt_GainsLossesOnSalesOfOtherRealEstateUnderForwardPurchaseAgreements
Proceeds from sales (5,365)pmt_ProceedsFromSaleOfOtherRealEstateUnderForwardPurchaseAgreements (651)pmt_ProceedsFromSaleOfOtherRealEstateUnderForwardPurchaseAgreements (9,912)pmt_ProceedsFromSaleOfOtherRealEstateUnderForwardPurchaseAgreements
Balance at end of period $ 0pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreements $ 9,138pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreements $ 0pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreements
XML 29 R55.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans at Fair Value (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Distribution of Company's Mortgage Loans at Fair Value

Following is a summary of the distribution of the Company’s mortgage loans at fair value:

 

     December 31, 2014      December 31, 2013  

Loan type

   Fair
value
     Unpaid
principal
balance
     Fair
value
     Unpaid
principal
balance
 
     (in thousands)  

Nonperforming loans

   $ 1,535,317       $ 2,246,585       $ 1,469,686       $ 2,415,446   

Performing loans:

           

Fixed interest rate

     322,704         449,496         310,607         475,568   

Adjustable-rate mortgage (“ARM”)/hybrid

     127,405         162,329         165,327         207,553   

Interest rate step-up

     213,999         323,350         130,906         215,702   

Balloon

     158         210         139         213   
  

 

 

    

 

 

    

 

 

    

 

 

 
  664,266      935,385      606,979      899,036   
  

 

 

    

 

 

    

 

 

    

 

 

 

Fixed interest rate jumbo loans held in a VIE

  527,369      517,500      523,652      543,257   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 2,726,952    $ 3,699,470    $ 2,600,317    $ 3,857,739   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value pledged to secure borrowings at period end:

Assets sold under agreements to repurchase

$ 2,543,242    $ 2,314,324   
  

 

 

       

 

 

    

Mortgage loans held in a consolidated subsidiary whose stock is pledged to secure financings of such loans

$ —      $ 989   
  

 

 

       

 

 

    

Mortgage loans held in a VIE securing an asset-backed financing

$ 527,369    $ 523,652   
  

 

 

       

 

 

    
Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value, Excluding VIE Securing Asset-Backed Financing

Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans at fair value, excluding mortgage loans held in a VIE securing asset-backed financing:

 

Concentration

   December 31, 2014    December 31, 2013

Portion of mortgage loans originated between 2005 and 2007

   75%    72%

Percentage of fair value of mortgage loans with unpaid-principal- balance-to-current-property-value in excess of 100%

   55%    61%

Percentage of mortgage loans secured by California real estate

   22%    24%

Additional states contributing 5% or more of mortgage loans

   New York

New Jersey
Florida

   New York

Florida

New Jersey

XML 30 R166.htm IDEA: XBRL DOCUMENT v2.4.1.9
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], USD $)
0 Months Ended
Jun. 29, 2015
Feb. 03, 2015
Jan. 28, 2015
Jan. 29, 2015
Security_Loan
Feb. 18, 2015
Subsequent Event [Line Items]          
Number of non nonperforming loans       1,076pmt_NumberOfNonPerformingLoans  
Aggregate unpaid principal balance of mortgage loans purchased $ 310,200,000pmt_AcquiredUnpaidPrincipalBalance        
Penny Mac Loan Services Llc [Member]
         
Subsequent Event [Line Items]          
Excess servicing spread investment   140,000,000pmt_ExcessSpreadInvestmentFairValue
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
29,000,000pmt_ExcessSpreadInvestmentFairValue
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
   
Unpaid principal balance of MSRs purchase   15,900,000,000pmt_UnpaidPrincipalBalanceUnderlyingMsrPurchase
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
4,000,000,000pmt_UnpaidPrincipalBalanceUnderlyingMsrPurchase
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
   
JPM Credit Facility [Member]
         
Subsequent Event [Line Items]          
Aggregate principal amount of mortgage loans to be sold under agreement to repurchase         $ 500,000,000pmt_MortgageLoansAtFairValueSoldUnderAgreementsToRepurchase
/ us-gaap_CreditFacilityAxis
= pmt_JpMorganChaseBankCreditFacilityMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
XML 31 R78.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Basis of Presentation - Additional Information (Detail)
12 Months Ended
Dec. 31, 2014
Segment
Accounting Policies [Abstract]  
Number of business segments 2us-gaap_NumberOfOperatingSegments
Percentage of taxable income for distributions 90.00%pmt_PercentageOfTaxableIncomeForDistribution
XML 32 R155.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Deferred income tax assets:    
REO valuation loss $ 10,697pmt_DeferredTaxAssetsRealEstateValuationLoss $ 5,748pmt_DeferredTaxAssetsRealEstateValuationLoss
Net operating loss carryforward 73,869us-gaap_DeferredTaxAssetsOperatingLossCarryforwards 38,783us-gaap_DeferredTaxAssetsOperatingLossCarryforwards
Liability for losses under representations and warranties 5,944us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsWarrantyReserves 0us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsWarrantyReserves
Other 2,112us-gaap_DeferredTaxAssetsOther 5,328us-gaap_DeferredTaxAssetsOther
Gross deferred tax assets 92,622us-gaap_DeferredTaxAssetsGross 49,859us-gaap_DeferredTaxAssetsGross
Deferred income tax liabilities:    
Mortgage servicing rights (143,565)us-gaap_DeferredTaxLiabilitiesMortgageServicingRights (118,240)us-gaap_DeferredTaxLiabilitiesMortgageServicingRights
Other (1,902)us-gaap_DeferredTaxLiabilitiesOther 0us-gaap_DeferredTaxLiabilitiesOther
Gross deferred tax liabilities (145,467)us-gaap_DeferredIncomeTaxLiabilities (118,240)us-gaap_DeferredIncomeTaxLiabilities
Net deferred income tax liability $ (52,845)us-gaap_DeferredTaxAssetsLiabilitiesNet $ (68,381)us-gaap_DeferredTaxAssetsLiabilitiesNet
XML 33 R104.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Summary of Changes in Fair Value Included in Current Period Income (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale $ 35,647us-gaap_GainLossOnSalesOfLoansNet $ 98,669us-gaap_GainLossOnSalesOfLoansNet $ 147,675us-gaap_GainLossOnSalesOfLoansNet
Net gain on investments 201,809us-gaap_GainLossOnInvestments 207,758us-gaap_GainLossOnInvestments 103,649us-gaap_GainLossOnInvestments
Asset-backed secured financing of the variable interest entity at fair value [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
Net interest income (617)pmt_InterestIncomeFairValue
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
(92)pmt_InterestIncomeFairValue
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
Net gain on investments (8,459)us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
2,279us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
Net loan servicing income 0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
Total (9,076)pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
2,187pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
0pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_AssetBackedSecuritiesMember
Liabilities, Total [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
Net interest income (617)pmt_InterestIncomeFairValue
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
(92)pmt_InterestIncomeFairValue
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
Net gain on investments (8,459)us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
2,279us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
Net loan servicing income 0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
Total (9,076)pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
2,187pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
0pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByLiabilityClassAxis
= us-gaap_LiabilitiesTotalMember
Short-term investments [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
Net interest income 0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
Net gain on investments 0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
Net loan servicing income 0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
Total 0pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
0pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
Mortgage-backed securities at fair value [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
Net interest income 357pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
46pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
142pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
Net gain on investments 10,416us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
(3,946)us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
2,925us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
Net loan servicing income 0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
Total 10,773pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
(3,900)pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
3,067pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageBackedSecuritiesAtFairValueMember
Mortgage loans acquired for sale at fair value [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 100,213us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
(30,696)us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
188,055us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
Net interest income 0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
Net gain on investments 0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
Net loan servicing income 0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
Total 100,213pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
(30,696)pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
188,055pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
Mortgage loans at fair value [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Net interest income 1,848pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
232pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Net gain on investments 242,449us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
191,356us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
95,615us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Net loan servicing income 0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Total 244,297pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
191,588pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
95,615pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Mortgage loans under forward purchase agreements at fair value [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
Net interest income 0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
Net gain on investments 803us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
11,720us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
9,687us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
Net loan servicing income 0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
Total 803pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
11,720pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
9,687pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsAtFairValueMember
Excess servicing spread [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
Net interest income 0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
Net gain on investments (20,834)us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
2,423us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
Net loan servicing income 0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
Total (20,834)pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
2,423pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
Mortgage servicing rights at fair value [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
Net interest income 0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
Net gain on investments 0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
Net loan servicing income (16,648)pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
616pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
(852)pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
Total (16,648)pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
616pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
(852)pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsAtFairValueMember
Assets, Total [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale 100,213us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
(30,696)us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
188,055us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
Net interest income 2,205pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
278pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
142pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
Net gain on investments 232,834us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
203,278us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
108,227us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
Net loan servicing income (16,648)pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
616pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
(852)pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
Total 318,604pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
173,476pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
295,572pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_FairValueAssetsGainsLossesMember
Agency debt securities [Member]      
Fair Value, Option, Quantitative Disclosures [Line Items]      
Net gain on mortgage loans acquired for sale   0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
Net interest income   0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
0pmt_InterestIncomeFairValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
Net gain on investments   1,725us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
0us-gaap_GainLossOnInvestments
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
Net loan servicing income   0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
0pmt_NetLoanServicingFeesNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
Total   $ 1,725pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
$ 0pmt_NetGainLossOnFairValueOfAssetsIncludedInInvestmentIncome
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
XML 34 R46.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Basis of Presentation (Policies)
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]  
Segment Reporting

The Company operates in two segments: correspondent production and investment activities:

 

    The correspondent production segment represents the Company’s operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of mortgage-backed securities (“MBS”), using the services of PNMAC Capital Management (the “Manager or PCM”) and PennyMac Loan Services, LLC (“PLS” or the “Servicer”), both indirect subsidiaries of PennyMac Financial Services, Inc. (“PFSI”).

Most of the loans the Company has acquired in its correspondent production activities have been eligible for sale to government-sponsored entities such as the Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) or through government agencies such as the Government National Mortgage Association (“Ginnie Mae”). Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an “Agency” and, collectively, as the “Agencies.”

 

    The investment activities segment represents the Company’s investments in mortgage-related assets, which include distressed mortgage loans, real estate acquired in settlement of loans (“REO”), MBS, mortgage servicing rights (“MSRs”) and excess servicing spread (“ESS”). The Company seeks to maximize the value of its acquired distressed mortgage loans through proprietary loan modification programs, special servicing or other initiatives focused on keeping borrowers in their homes. Where this is not possible, such as in the case of many nonperforming mortgage loans, the Company seeks to effect property resolution in a timely, orderly and economically efficient manner, including through the use of resolution alternatives to foreclosure.
Basis of Accounting

The Company conducts substantially all of its operations and makes substantially all of its investments through its subsidiary, PennyMac Operating Partnership, L.P. (the “Operating Partnership”), and the Operating Partnership’s subsidiaries. A wholly-owned subsidiary of the Company is the sole general partner, and the Company is the sole limited partner, of the Operating Partnership.

The accompanying consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (the “Codification”). Preparation of financial statements in compliance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results will likely differ from those estimates.

Concentration Risk

Because of the Company’s investment focus, PMT is exposed, to a greater extent than traditional mortgage investors, to the risks that borrowers may be in economic distress and/or may have become unemployed, bankrupt or otherwise unable or unwilling to make payments when due, and to the effects of fluctuations in the residential real estate market on the performance of its investments. Factors influencing these risks include, but are not limited to:

 

    changes in the overall economy and unemployment rates and residential real estate values in the markets where the properties securing the Company’s mortgage loans are located;

 

    PCM’s ability to identify and the Servicer’s ability to execute optimal resolutions of problem mortgage loans;

 

    the accuracy of valuation information obtained during the Company’s due diligence activities;

 

    PCM’s ability to effectively model, and to develop appropriate model assumptions that properly anticipate, future outcomes;

 

    the level of government support for problem loan resolution and the effect of current and future proposed and enacted legislative and regulatory changes on the Company’s ability to effect cures or resolutions to distressed loans; and

 

    regulatory, judicial and legislative support of the foreclosure process, and the resulting effect on the Company’s ability to acquire and liquidate the real estate securing its portfolio of distressed mortgage loans in a timely manner or at all.

Due to these uncertainties, there can be no assurance that risk management activities identified and executed on PMT’s behalf will prevent significant losses arising from the Company’s investments in real estate-related assets.

Consolidation

Consolidation

The consolidated financial statements include the accounts of PMT and all wholly-owned subsidiaries. PMT has no significant equity method or cost-basis investments. Intercompany accounts and transactions have been eliminated upon consolidation. The Company also consolidates assets and liabilities included in certain securitization transactions and forward purchase agreements as discussed below.

Securitizations

The Company enters into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”), which are trusts that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, the Company transfers mortgage loans on its balance sheet to an SPE, which then issues to investors various forms of interests in those assets. In a securitization transaction, the Company typically receives cash and/or interests in an SPE in exchange for the assets transferred by the Company.

SPEs are generally considered variable interest entities (“VIEs”). A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors at risk lack the ability to control the entity’s activities. Variable interests are investments or other interests that will absorb portions of a VIE’s expected losses or receive portions of the VIE’s expected residual returns.

The Company consolidates the assets and liabilities of VIEs of which the Company is the primary beneficiary. The primary beneficiary is the party that has both the power to direct the activities that most significantly impact the VIE and holds a variable interest that could potentially be significant to the VIE. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis.

 

The Company evaluates the securitization trust into which mortgage loans are sold to determine whether the entity is a VIE and whether the Company is the primary beneficiary and therefore whether it is required to consolidate the securitization trust. For the VIE consolidated by the Company, PMT determined it was the primary beneficiary of the VIE as it had the power, through its affiliate, PLS, in its role as servicer of the mortgage loans, to direct the activities of the trust that most significantly impact the trust’s economic performance and the retained subordinated and residual interest trust certificates expose the Company to potentially significant losses and returns.

The asset-backed securities issued by the consolidated VIE are backed by the expected cash flows from the underlying mortgage loans. Cash inflows from these mortgage loans are distributed to investors and service providers in accordance with the contractual priority of payments and, as such, most of these inflows must be directed first to service and repay the senior notes or certificates. After these senior obligations are settled, substantially all cash inflows will be directed to the subordinated notes until fully repaid and, thereafter, to the residual interest that the Company owns in the trust.

The Company retains interests in the securitization transaction, including senior and subordinated notes or certificates and residual interests issued by the VIE. The Company retains credit risk in the securitization because the Company’s retained interests include the most subordinated interests in the securitized assets, which are the first to absorb credit losses on those assets. The Company expects that any credit losses in the pools of securitized assets will likely be limited to the Company’s subordinated and residual retained interests. The Company has no obligation to repurchase or replace securitized assets that subsequently become delinquent or are otherwise in default other than pursuant to breaches of representations and warranties.

For financial reporting purposes, the mortgage loans and securities owned by the consolidated VIE are shown under a separate statement following the Company’s consolidated balance sheets. The securities issued to third parties by the consolidated VIE are classified as secured borrowings and shown as Asset-backed secured financing on the Company’s consolidated balance sheets. The Company includes the interest income earned on the loans owned at the VIE and interest expense attributable to the asset-backed securities issued by the VIE on its consolidated income statements.

Forward Purchase Agreements

The Company enters into transactions whereby it agrees to purchase identified pools of mortgage loans and real estate at a later date while assuming all of the responsibilities for servicing the loans and the risks and rewards relating to holding such mortgage loans as of a cutoff date that is before the loans are purchased. All of the changes in the fair value and cash flows of the assets subject to forward purchase agreements are attributable solely to the Company, and such cash flows can only be used to settle the related liability. Such transactions are referred to as forward purchase agreements. Under forward purchase agreements, the assets are held by the seller within a separate trust entity. The Manager has concluded that the Company is the primary beneficiary of those assets and therefore consolidates those assets and related liabilities in the separate trust entity.

The Company’s interests in the assets subject to forward purchase agreements are deemed to be contractually segregated from all other interests in the separate trust entity. When assets are contractually segregated, they are often referred to as a “silo.” For these transactions, the silo consists of the assets subject to forward purchase agreements and its related liability. The Company directs all of the activities that drive the economic results of the assets subject to forward purchase agreements.

The assets subject to forward purchase agreements are included on the Company’s consolidated balance sheet as Mortgage loans under forward purchase agreements at fair value and Real estate acquired in settlement of loans under forward purchase agreements and the related liabilities are included as Borrowings under forward purchase agreements.

Valuation of Financial Instruments

Valuation of Financial Instruments

PMT groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. These levels are:

 

    Level 1—Quoted prices in active markets for identical assets or liabilities.

 

    Level 2—Prices determined or determinable using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and others.

 

   

Level 3—Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Company’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.

The valuation method used to estimate fair value may produce a fair value measurement that may not be indicative of ultimate realizable value. Furthermore, while the Manager believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or assumptions to estimate the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Those estimated values may differ significantly from the fair values that would have been used had a readily available market for such loans or investments existed, or had such loans or investments been liquidated, and those differences could be material to the financial statements.

The Manager incorporates lack of liquidity into its fair value estimates based on the type of asset or liability measured and the valuation method used. For example, for mortgage loans where the significant inputs have become unobservable due to illiquidity in the markets for distressed mortgage loans or non-Agency, non-conforming mortgage loans, PMT uses a discounted cash flow technique to estimate fair value. This technique incorporates forecasting of expected cash flows discounted at a market discount rate that is intended to reflect the lack of liquidity in the market.

Short-Term Investments

Short-Term Investments

Short-term investments are carried at fair value with changes in fair value recognized in current period income. Short-term investments represent money market deposit accounts. The Company’s short-term investments are classified as a “Level 1” fair value financial statement item.

Mortgage-Backed Securities

Mortgage-Backed Securities

The Company invests in Agency and non-Agency MBS. Purchases and sales of MBS and Agency debt are recorded as of the trade date. The Company’s investments in MBS are carried at fair value with changes in fair value recognized in current period income. Changes in fair value arising from amortization of purchase premiums and accrual of unearned discounts are recognized using the interest method as a component of Interest income. Changes in fair value arising from other factors are recognized as a component of Net gain (loss) on investments.

The Company categorizes its investments in Agency MBS and senior non-Agency MBS as “Level 2” fair value financial statement items.

Interest Income Recognition

Interest income on MBS is recognized over the life of the security using the interest method. The Manager estimates, at the time of purchase, the future expected cash flows and determines the effective interest rate based on the estimated cash flows and the security’s purchase price. The Manager updates its cash flow estimates monthly.

Estimating cash flows requires a number of inputs that are subject to uncertainties, including the rate and timing of principal payments (including prepayments, repurchases, defaults and liquidations), the pass-through or coupon interest rate, interest rate fluctuations, interest payment shortfalls due to delinquencies on the underlying mortgage loans, the likelihood of modification and the timing of the magnitude of credit losses on the mortgage loans underlying the securities. The Manager applies its judgment in developing its estimates. However, these uncertainties are difficult to predict; therefore, the outcome of future events will affect the Company’s estimates and interest income.

Mortgage Loans

Mortgage Loans

Mortgage loans and mortgage loans under forward purchase agreements are carried at their fair values. Changes in the fair value of mortgage loans are recognized in current period income. All changes in fair value, including changes arising from the passage of time, are recognized as a component of Net gain (loss) on investments for mortgage loans classified as mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value and Net gain on mortgage loans acquired for sale for mortgage loans classified as mortgage loans acquired for sale at fair value.

Mortgage loans held by variable interest entity are carried at their fair values. Changes in the fair value of mortgage loans held by variable interest entity are recognized in current period income as a component of Net gain (loss) on investments. Changes in fair value relating to accrual of unearned discounts and amortization of purchase premiums are accrued or amortized to interest income using the interest method over the estimated remaining life of the loans including anticipated prepayments.

 

Sale Recognition

The Company purchases from and sells mortgage loans into the secondary mortgage market without recourse for credit losses. However, the Company maintains continuing involvement with the loans in the form of servicing arrangements and liability under representations and warranties it makes to purchasers and insurers of the loans.

The Company recognizes transfers of mortgage loans as sales based on whether the transfer is made to a VIE:

 

    For mortgage loans that are not transferred to a VIE, the Company recognizes the transfer as a sale when it surrenders control over the mortgage loans. Control over transferred mortgage loans is deemed to be surrendered when (i) the mortgage loans have been isolated from the Company, (ii) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred mortgage loans, and (iii) the Company does not maintain effective control over the transferred mortgage loans through either (a) an agreement that entitles and obligates the Company to repurchase or redeem them before their maturity or (b) the ability to unilaterally cause the holder to return specific mortgage loans.

 

    For mortgage loans that are transferred to a VIE, the Company recognizes the transfer as a sale when the Manager determines that the Company is not the primary beneficiary of the VIE, as the Company does not have the power to direct the activities that will have the most significant economic impact on the VIE and/or does not hold a variable interest that could potentially be significant to the VIE.

Interest Income Recognition

The Company has the ability but not the intent to hold mortgage loans acquired for sale, mortgage loans at fair value and mortgage loans under forward purchase agreements, excluding mortgage loans held in a VIE, for the foreseeable future. Therefore, interest income on mortgage loans acquired for sale and mortgage loans at fair value is recognized over the life of the loans using their contractual interest rates.

The Company has both the ability and intent to hold mortgage loans held in a VIE for the foreseeable future. Therefore, interest income on mortgage loans held in a variable interest entity is recognized over the estimated remaining life of the mortgage loans using the interest method. Unearned discounts and purchase premiums are accrued and amortized to interest income using the effective interest rate inherent in the estimated cash flows inherent in the mortgage loans.

Income recognition is suspended and the accrued unpaid interest receivable is reversed against interest income when loans become 90 days delinquent, or when, in the Manager’s opinion, a full recovery of income and principal becomes doubtful. Income recognition is resumed when the loan becomes contractually current.

Derivative Financial Instruments

Derivative Financial Instruments

In its loan origination activities, the Company makes contractual commitments to loan applicants to originate mortgages at specified interest rates (“interest rate lock commitments” or “IRLCs”). These commitments are accounted for as derivative financial instruments. The Company manages the risk created by IRLCs relating to mortgage loans acquired for sale by entering into forward sale agreements to sell the mortgage loans and by the purchase and sale of interest rate options and futures. Such agreements are also accounted for as derivative financial instruments. These instruments may also be used to manage the risk created by changes in interest rates on certain of the MBS and MSRs the Company holds. The Company classifies its IRLCs as “Level 3” fair value financial statement items and the derivative financial instruments it acquires to manage the risks created by IRLCs and holding MBS, mortgage loans pending sale and MSRs as “Level 1” or “Level 2” fair value financial statement items.

The Company accounts for its derivative financial instruments as free-standing derivatives. The Company does not designate its derivative financial instruments for hedge accounting. All derivative financial instruments are recognized on the balance sheet at fair value with changes in fair value being reported in current period income. The fair value of the Company’s derivative financial instruments is included in Derivative assets and Derivative liabilities and changes in fair value are included in Net gain on mortgage loans acquired for sale, in Net gain on investments or in Net loan servicing fees, as applicable, in the Company’s consolidated statements of income.

When the Company has master netting agreements with its derivatives counterparties, the Company nets its counterparty positions along with any cash collateral received from or delivered to the counterparty.

Mortgage Servicing Rights

Mortgage Servicing Rights

MSRs arise from contractual agreements between the Company and investors (or their agents) in mortgage securities and mortgage loans. Under these contracts, the Company is obligated to provide loan servicing functions in exchange for fees and other remuneration. The servicing functions typically performed include, among other responsibilities, collecting and remitting loan payments; responding to borrower inquiries; accounting for principal and interest, holding custodial (impound) funds for payment of property taxes and insurance premiums; counseling delinquent mortgagors; and supervising the acquisition and disposition of REO. The Company has engaged PFSI to provide these services on its behalf.

The fair value of MSRs is derived from the net positive cash flows associated with the servicing contracts. The Company receives a servicing fee ranging generally from 0.250% to 0.375% annually on the remaining outstanding principal balances of the loans. The servicing fees are collected from the monthly payments made by the mortgagors. The Company generally receives other remuneration including rights to various mortgagor-contracted fees such as late charges and collateral reconveyance charges and the Company is generally entitled to retain the interest earned on funds held pending remittance of mortgagor principal, interest, tax and insurance payments.

The Company recognizes MSRs initially at their fair values, either as proceeds from sales of mortgage loans where the Company assumes the obligation to service the loan in the sale transaction, or from the purchase of MSRs. The precise fair value of MSRs is difficult to determine because MSRs are not actively traded in observable stand-alone markets. Considerable judgment is required to estimate the fair values of these assets and the exercise of such judgment can significantly affect the Company’s earnings. Therefore, the Company classifies its MSRs as “Level 3” fair value financial statement items.

The Company accounts for MSRs at either the asset’s fair value with changes in fair value recorded in current period earnings or using the amortization method with the MSRs carried at the lower of amortized cost or fair value based on the class of MSR. The Company has identified two classes of MSRs: originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5%; and MSRs backed by mortgage loans with initial interest rates of more than 4.5%. The Company’s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.

MSRs Accounted for Using the MSR Amortization Method

The Company amortizes MSRs that are accounted for using the MSR amortization method. MSR amortization is determined by applying the ratio of the net MSR cash flows projected for the current period to the estimated total remaining net MSR cash flows. The estimated total net MSR cash flows are determined at the beginning of each month using prepayment inputs applicable at that time.

The Company periodically assesses MSRs accounted for using the amortization method for impairment. Impairment occurs when the current fair value of the MSR falls below the asset’s carrying value (carrying value is the amortized cost reduced by any related valuation allowance). If MSRs are impaired, the impairment is recognized in current-period earnings and the carrying value of the MSRs is adjusted through a valuation allowance. If the fair value of impaired MSRs subsequently increases, the Company recognizes the increase in fair value in current-period earnings and adjusts the carrying value of the MSRs through a reduction in the valuation allowance to adjust the carrying value only to the extent of the valuation allowance.

The Company stratifies its MSRs by risk characteristic when evaluating for impairment. For purposes of performing its MSR impairment evaluation, the Company stratifies its servicing portfolio on the basis of certain risk characteristics including loan type (fixed-rate or adjustable-rate) and note interest rate. Fixed-rate mortgage loans are stratified into note interest rate pools of 50 basis points for note interest rates between 3.0% and 4.5% and a single pool for note interest rates below 3%. Adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool. If the fair value of MSRs in any of the note interest rate pools is below the carrying value of the MSRs for that pool, impairment is recognized to the extent of the difference between the fair value and the existing carrying value for that pool.

The Manager periodically reviews the various impairment strata to determine whether the fair value of the impaired MSRs in a given stratum is likely to recover. When the Manager deems recovery of the fair value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for that stratum to its estimated recoverable value is charged to the valuation allowance.

Amortization and impairment of MSRs are included in current period income as a component of Net loan servicing fees.

 

MSRs Accounted for at Fair Value

Changes in fair value of MSRs accounted for at fair value are recognized in current period income as a component of Net loan servicing fees.

Excess Servicing Spread

Excess Servicing Spread

The Company has acquired the right to receive the ESS related to MSRs owned by PFSI. ESS is carried at its fair value. Changes in fair value are recognized in current period income in Net gain on investments. Because the ESS is a claim to a portion of the cash flows from MSRs, the fair value measurement of the ESS is similar to that of MSRs. The Company categorizes ESS as a “Level 3” financial statement item. The Company uses a discounted cash flow approach to estimate the fair value of ESS. The key inputs used in the estimation of the fair value of ESS include prepayment speed and discount rate. Significant changes to those inputs in isolation may result in a significant change in the ESS fair value measurement. Changes in these key inputs are not necessarily directly related.

Interest Income Recognition

Interest income for ESS is accrued using the interest method, based upon the expected yield from the ESS through the expected life of the underlying mortgages. Changes to expected interest yield result in a change in fair value which is recorded in Interest income.

Real Estate Acquired in Settlement of Loans

Real Estate Acquired in Settlement of Loans

REO is measured at the lower of the acquisition cost of the property (as measured by cost in the case of purchased REO; or the fair value of the mortgage loan immediately before acquisition in the case of acquisition in settlement of a loan) or its fair value reduced by estimated costs to sell. REO is categorized as a “Level 3” fair value financial statement item. Changes in fair value to levels that are less than or equal to acquisition cost and gains or losses on sale of REO are recognized in the consolidated statements of income under the caption Results of real estate acquired in settlement of loans.

Assets Sold Under Agreements to Repurchase

Assets Sold Under Agreements to Repurchase

Assets sold under agreements to repurchase are carried at historical cost. Costs of creating the facilities underlying the agreements are recognized as deferred charges in Other assets and amortized to Interest expense over the term of the borrowing facility on the straight-line basis.

Asset-Backed Secured Financing at Fair Value

Asset-Backed Secured Financing at Fair Value

In conjunction with the on-balance sheet securitization, the certificates issued to nonaffiliates by the VIE are recorded as a financing arrangement. Those certificates issued to nonaffiliates have the right to receive principal and interest payments of the mortgage loans held by the consolidated VIE. Asset-backed secured financings are carried at fair value. Changes in fair value are recognized in current period income as a component of Net gain on investments. The Company categorizes asset-backed secured financing at fair value as a “Level 2” fair value financial statement items.

Liability for Losses Under Representation and Warranties

Liability for Losses Under Representation and Warranties

The Company’s agreements with the Agencies include representations and warranties related to the mortgage loans the Company sells to the Agencies. The representations and warranties require adherence to Agency origination and underwriting guidelines, including but not limited to the validity of the lien securing the mortgage loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

In the event of a breach of its representations and warranties, the Company may be required to either repurchase the mortgage loans with the identified defects or indemnify the investor or insurer. In such cases, the Company bears any subsequent credit loss on the mortgage loans. The Company’s credit loss may be reduced by any recourse it has to correspondent lenders that, in turn, had sold such mortgage loans to the Company and breached similar or other representations and warranties. In such event, the Company has the right to seek a recovery of related repurchase losses from that correspondent lender.

 

The Company records a provision for losses relating to representations and warranties as part of its loan sale transactions. The method used to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, estimated future defaults and loan repurchase rates, the estimated severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. The Company establishes a liability at the time loans are sold and periodically updates its liability estimate. The level of the liability for representations and warranties is reviewed and approved by the Manager’s management credit committee.

The level of the liability for representations and warranties is difficult to estimate and requires considerable management judgment. The level of mortgage loan repurchase losses is dependent on economic factors, investor demand strategies, and other external conditions that may change over the lives of the underlying loans, The Company’s representations and warranties are generally not subject to stated limits of exposure. However, the Manager believes that the current unpaid principal balance of loans sold by the Company to date represents the maximum exposure to repurchases related to representations and warranties. The Manager believes the range of reasonably possible losses in relation to the recorded liability is not material to the Company’s financial condition or results of operations.

Underwriting Commissions and Offering Costs

Underwriting Commissions and Offering Costs

Underwriting commissions and offering costs incurred in connection with the Company’s share offerings are reflected as a reduction of additional paid-in capital. Contingent offering costs that are deemed by the Manager as probable of being paid are recorded as a reduction of additional paid-in capital.

Loan Servicing Fees

Loan Servicing Fees

Loan servicing fees and other remuneration are received by the Company for servicing mortgage loans. Loan servicing fees are recorded net of Agency guarantee fees paid by the Company. Loan servicing fees are recognized as earned over the life of the loans in the servicing portfolio.

Share-Based Compensation

Share-Based Compensation

The Company amortizes the fair value of previously granted share-based awards to compensation expense over the vesting period using the graded vesting method. Expense relating to share-based awards is included in Compensation in the consolidated statements of income.

The Company estimates the value of restricted share units awarded with reference to the fair value of its common shares on the date of the award. How the fair value of Company common shares is used in determining restricted share unit awards’ fair values depends on whether the restricted share units participate in Company dividends in the form of dividend equivalents.

 

    Fair value of restricted share unit awards that participate in dividends in the form of dividend equivalents is determined at the Company’s closing share price on the date of the award.

 

    Fair value of restricted share unit awards that do not participate in dividends is estimated by reducing the closing price of the Company’s common shares on the date of the award by the amount of expected shareholder distributions that the grantees will not receive during the vesting period, discounted at an appropriate risk-free rate of return. The amount of the reduction for anticipated distributions is based on amounts included in the Manager’s earnings forecast.

The Company determines the fair value of its share-based compensation awards depending on whether the awards are made to its trustees and officers or to non-employees such as officers and employees of affiliates:

 

    Compensation cost is generally fixed at the fair value of the award date for awards to officers and trustees of the Company.

 

    Compensation cost for share-based compensation awarded to non-officers or trustees of the Company is adjusted to reflect changes in the fair value of awards in each subsequent reporting period until the award has vested, the service being provided is subsequently completed, or, under certain circumstances, is likely to be completed, whichever occurs first.

The Manager’s estimates of compensation costs reflect the expected portion of share-based compensation awards that the Manager expects to vest.

Income Taxes

Income Taxes

The Company has elected to be taxed as a REIT and the Manager believes the Company complies with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, the Manager believes the Company will not be subject to federal income tax on that portion of its REIT taxable income that is distributed to shareholders as long as certain asset, income and share ownership tests are met. If PMT fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of the Company’s REIT qualification.

The Company’s taxable REIT subsidiaries are subject to federal and state income taxes. Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which the Manager expects those temporary differences to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs.

Subject to the Manager’s judgment, a valuation allowance is established if realization of deferred tax assets is not more likely than not. The Company recognizes a tax benefit relating to tax positions it takes only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. A tax position that meets this standard is recognized as the largest amount that exceeds 50 percent likelihood of being realized upon settlement. The Company will classify any penalties and interest as a component of income tax expense.

As of December 31, 2014 and 2013, the Company was not under examination by any federal or state income taxing authority.

Earnings Per Share

The Company grants restricted share units which entitle the recipients to receive dividend equivalents during the vesting period on a basis equivalent to the dividends paid to holders of common shares. Unvested share-based compensation awards containing non-forfeitable rights to receive dividends or dividend equivalents (collectively, “dividends”) are classified as “participating securities” and are included in the basic earnings per share calculation using the two-class method.

Diluted earnings per share is determined by dividing net income attributable to diluted shareholders, which adds back to net income the interest expense, net of applicable income taxes, on the Company’s exchangeable senior notes (the “Notes”), by the weighted-average common shares outstanding, assuming all potentially dilutive securities were issued. In periods in which the Company records a loss, potentially dilutive securities are excluded from the diluted loss per share calculation, as their effect on loss per share is anti-dilutive.

Fair Value Measurement

The Company’s consolidated financial statements include assets and liabilities that are measured based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether the Manager has elected to carry the item at its fair value as discussed in the following paragraphs.

Fair Value Accounting Elections

The Manager identified all of its non-cash financial assets and MSRs relating to loans with initial interest rates of more than 4.5%, to be accounted for at fair value. The Manager has elected to account for these financial statement items at fair value so such changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company’s performance. The Manager has also identified its asset-backed secured financing of the VIE to be accounted for at fair value to reflect the generally offsetting changes in fair value of these borrowings to changes in fair value of mortgage loans at fair value collateralizing this financing.

The Company’s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In January of 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-04, Receivables: Troubled Debt Restructuring by Creditors Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (“ASU 2014-04”) to the Troubled Debt Restructuring subtopic of the Receivables topic of the ASC.

ASU 2014-04 clarifies when a creditor should be considered to have received physical possession of residential real estate collateralizing a mortgage loan and the mortgage loan derecognized in the receivable and recognized as real estate property. ASU 2014-04 specifies that an in substance repossession occurs when either the creditor has obtained the legal title to the property after a foreclosure or the borrower has transferred all interest in the property to the creditor through a deed in lieu of foreclosure or similar legal agreement so that at that time the asset should be reclassified from Mortgage loans at fair value to Real estate acquired in settlement of loans.

ASU 2014-04 also provides that a disclosure of the amount of Real estate acquired in settlement of loans and the recorded investment in Mortgage loans at fair value that are in the process of foreclosure must be included in both interim and annual financial statements.

 

ASU 2014-04 is effective for all year-end and interim periods beginning after December 15, 2014. The adoption of ASU 2014-04 is not expected to have a material effect on the Company’s consolidated financial statements.

In May of 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) to the Revenue from Contracts with Customers topic of the ASC. ASU 2014-09 was issued to standardize revenue recognition between public and private companies as well as across industries in an effort to more closely align GAAP revenue recognition with international standards to provide a more comparable revenue number for the users of the financial statements.

ASU 2014-09 specifies that for all contracts, revenue should be recognized when or as the entity satisfies a performance obligation. Revenue is recognized either over a period or at one point in time in accordance with how the control of the service or good is transferred.

ASU 2014-09 is effective for all year-end and interim periods beginning after December 15, 2016 and early application is not permitted. The Company is evaluating the adoption of ASU 2014-09 and the effect that ASU 2014-09 will have on its consolidated financial statements.

In June of 2014, FASB issued ASU No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”) to the Transfers and Servicing topic of the ASC. The amendments in ASU 2014-11 require two accounting changes. First, the amendments in ASU 2014-11 change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. Second, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.

ASU 2014-11 requires disclosures for certain transactions comprising (1) a transfer of a financial asset accounted for as a sale and (2) an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. ASU 2014-11 also specifies certain disclosure requirements for those transactions outstanding at the reporting date and for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions, the transferor is required to make certain disclosures by type of transaction.

ASU 2014-11 is effective for the annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of ASU 2014-11 is not expected to have a material effect on the Company’s consolidated financial statements.

In August of 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) to the Going Concern subtopic of the Presentation of Financial Statements topic of the ASC. ASU 2014-15 requires that when management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt.

ASU 2014-15 requires that if conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should include a statement in the notes to its financial statements that enables users of the financial statements to understand all of the following:

 

  a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

 

  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

 

  c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the notes to its financial statements indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). The entity should disclose information that enables users of the financial statements to understand all of the following:

 

  a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

 

  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

 

  c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the Company’s consolidated financial statements.

XML 35 R33.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Interest Income
12 Months Ended
Dec. 31, 2014
Banking and Thrift, Interest [Abstract]  
Net Interest Income

Note 26—Net Interest Income

Net interest income is summarized for the periods presented below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Interest income:

        

Short-term investments

   $ 604       $ 542       $ 42   

Mortgage-backed securities

     8,226         2,138         2,084   

Agency debt securities

     —           222         —     

Mortgage loans acquired for sale at fair value

     23,974         33,726         19,731   

Mortgage loans at fair value

     122,620         81,275         49,462   

Mortgage loans under forward purchase agreements

     3,584         3,659         996   

Excess servicing spread purchased from PFSI, at fair value

     13,292         1,091         —     

Other

     48         209         126   
  

 

 

    

 

 

    

 

 

 
  172,348      122,862      72,441   
  

 

 

    

 

 

    

 

 

 

Interest expense:

Assets sold under agreements to repurchase

  58,304      47,790      28,025   

Mortgage loans participation and sale agreement

  912      —        —     

Borrowings under forward purchase agreements

  2,363      3,707      2,396   

Asset-backed secured financing

  6,490      1,612      —     

Exchangeable senior notes

  14,358      9,580      —     

Note payable secured by mortgage loans at fair value

  —        —        113   

Other

  3,162      2,533      1,108   
  

 

 

    

 

 

    

 

 

 
  85,589      65,222      31,642   
  

 

 

    

 

 

    

 

 

 

Net interest income

$ 86,759    $ 57,640    $ 40,799   
  

 

 

    

 

 

    

 

 

 
XML 36 R79.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risks - Fair Value of Mortgage Loans and REO Purchased (Including Purchases under Forward Purchase Agreements) Portion Representing Assets Purchased (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Investment portfolio purchases:      
Investment portfolio purchases, Mortgage loans $ 557,432pmt_FairValueOfMortgageLoanPurchasedDuringYear $ 1,309,767pmt_FairValueOfMortgageLoanPurchasedDuringYear $ 542,766pmt_FairValueOfMortgageLoanPurchasedDuringYear
Investment portfolio purchases, REO 3,117pmt_FairValueOfReoPurchasedDuringYear 120pmt_FairValueOfReoPurchasedDuringYear 297pmt_FairValueOfReoPurchasedDuringYear
Investment portfolio purchases, total 560,549pmt_FairValuePurchasedOfMortgageLoansForInvestmentPortfolio 1,309,887pmt_FairValuePurchasedOfMortgageLoansForInvestmentPortfolio 543,063pmt_FairValuePurchasedOfMortgageLoansForInvestmentPortfolio
Investment portfolio purchases above through one or more subsidiaries of Citigroup Inc.:      
Investment portfolio purchases above through one or more subsidiaries of Citigroup, Inc. Mortgage loans 26,737pmt_FairValueOfMortgageLoansPurchasedFromOrThroughOneOrMoreSubsidiaries 443,154pmt_FairValueOfMortgageLoansPurchasedFromOrThroughOneOrMoreSubsidiaries 504,710pmt_FairValueOfMortgageLoansPurchasedFromOrThroughOneOrMoreSubsidiaries
Investment portfolio purchases above through one or more subsidiaries of Citigroup, Inc. REO 68pmt_FairValueOfReoPurchasedFromOrThroughOneOrMoreSubsidiaries 38pmt_FairValueOfReoPurchasedFromOrThroughOneOrMoreSubsidiaries 48pmt_FairValueOfReoPurchasedFromOrThroughOneOrMoreSubsidiaries
Investment portfolio purchases above through one or more subsidiaries of Citigroup, Inc. total 26,805pmt_FairValuePurchasedOfMortgageLoansInvestmentPortfolioPurchasesFromOrThroughOneOrMoreSubsidiaries 443,192pmt_FairValuePurchasedOfMortgageLoansInvestmentPortfolioPurchasesFromOrThroughOneOrMoreSubsidiaries 504,758pmt_FairValuePurchasedOfMortgageLoansInvestmentPortfolioPurchasesFromOrThroughOneOrMoreSubsidiaries
Forward Purchase Commitments [Member]      
Investment portfolio purchases above through one or more subsidiaries of Citigroup Inc.:      
Investment portfolio purchases above through one or more subsidiaries of Citigroup, Inc. Mortgage loans 943,163pmt_FairValueOfMortgageLoansPurchasedFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
1,138,131pmt_FairValueOfMortgageLoansPurchasedFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
 
Investment portfolio purchases above through one or more subsidiaries of Citigroup, Inc. REO 108,302pmt_FairValueOfReoPurchasedFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
84,726pmt_FairValueOfReoPurchasedFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
 
Investment portfolio purchases above through one or more subsidiaries of Citigroup, Inc. total 1,051,465pmt_FairValuePurchasedOfMortgageLoansInvestmentPortfolioPurchasesFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
1,449,690pmt_FairValuePurchasedOfMortgageLoansInvestmentPortfolioPurchasesFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
 
Total holdings of mortgage loans and REO 3,030,180pmt_FairValueOfMortgageLoansPurchasedAndReoHeld
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
2,966,525pmt_FairValueOfMortgageLoansPurchasedAndReoHeld
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
 
Forward Purchase Commitments [Member] | Mortgage loans under forward purchase agreements [Member]      
Investment portfolio purchases above through one or more subsidiaries of Citigroup Inc.:      
Investment portfolio purchases above through one or more subsidiaries of Citigroup, Inc. Mortgage loans 0pmt_FairValueOfMortgageLoansPurchasedFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
218,128pmt_FairValueOfMortgageLoansPurchasedFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
 
Investment portfolio purchases above through one or more subsidiaries of Citigroup, Inc. REO $ 0pmt_FairValueOfReoPurchasedFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
$ 8,705pmt_FairValueOfReoPurchasedFromOrThroughOneOrMoreSubsidiaries
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseCommitmentsMember
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
 
XML 37 R118.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value, Excluding VIE Securing Asset-Backed Financing (Detail)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Concentration Risk [Line Items]    
Portion of mortgage loans originated between 2005 and 2007 75.00%pmt_PercentageOfMortgageLoanPortfolio 72.00%pmt_PercentageOfMortgageLoanPortfolio
Percentage of fair value of mortgage loans with unpaid-principal-balance-to-current-property-value in excess of 100% 55.00%pmt_PercentageOfFairValueMortgageLoanPortfolio 61.00%pmt_PercentageOfFairValueMortgageLoanPortfolio
Additional states contributing 5% or more of mortgage loans New York New Jersey Florida New York Florida New Jersey
California real estate [Member]    
Concentration Risk [Line Items]    
Percentage of mortgage loans secured by California real estate 22.00%pmt_PercentageOfMortgageLoanPortfolioOriginatedInDomesticRealEstate
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_CaliforniaRealEstateMember
24.00%pmt_PercentageOfMortgageLoanPortfolioOriginatedInDomesticRealEstate
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_CaliforniaRealEstateMember
XML 38 R127.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Servicing Rights - Summary of Company's Estimate of Amortization of Existing MSRs Carried at Amortized Cost (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Servicing Asset Future Amortization Expense Abstract [Abstract]  
2015 $ 32,122us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextRollingTwelveMonths
2016 31,986us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseRollingYearTwo
2017 29,893us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseRollingYearThree
2018 27,244us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseRollingYearFour
2019 24,680us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseRollingYearFive
Thereafter 162,212us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseRollingAfterYearFive
Total $ 308,137us-gaap_FiniteLivedIntangibleAssetsNet
XML 39 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; word-wrap: break-word; } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 40 R133.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loan Participation and Sale Agreement - Summary of Mortgage Loan Participation and Sale Agreement (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
During the year:      
Total interest expense $ 912pmt_ParticipatingMortgageLoansInterestExpense $ 0pmt_ParticipatingMortgageLoansInterestExpense $ 0pmt_ParticipatingMortgageLoansInterestExpense
At period end:      
Balance 20,236pmt_MortgageLoanParticipationAndSaleAgreement 0pmt_MortgageLoanParticipationAndSaleAgreement  
Mortgage Loan Participation and Sale Agreement [Member]      
During the year:      
Weighted-average interest rate 1.42%us-gaap_MortgageLoansOnRealEstateInterestRate
/ us-gaap_ParticipatingMortgageLoansAxis
= pmt_MortgageLoanParticipationAndSalesAgreementMember
   
Average balance 44,770pmt_ParticipatingMortgageLoansAverageBalance
/ us-gaap_ParticipatingMortgageLoansAxis
= pmt_MortgageLoanParticipationAndSalesAgreementMember
   
Total interest expense 912pmt_ParticipatingMortgageLoansInterestExpense
/ us-gaap_ParticipatingMortgageLoansAxis
= pmt_MortgageLoanParticipationAndSalesAgreementMember
   
Maximum daily amount outstanding 116,363pmt_ParticipatingMortgageLoansMaximumDailyOutstanding
/ us-gaap_ParticipatingMortgageLoansAxis
= pmt_MortgageLoanParticipationAndSalesAgreementMember
   
At period end:      
Balance 20,236pmt_MortgageLoanParticipationAndSaleAgreement
/ us-gaap_ParticipatingMortgageLoansAxis
= pmt_MortgageLoanParticipationAndSalesAgreementMember
   
Weighted-average interest rate 1.42%pmt_ParticipatingMortgageLoansWeightedAverageInterestRate
/ us-gaap_ParticipatingMortgageLoansAxis
= pmt_MortgageLoanParticipationAndSalesAgreementMember
   
Mortgage loans pledged to secure mortgage loan participation and sale agreement $ 20,799us-gaap_PledgedFinancialInstrumentsNotSeparatelyReportedSecuritiesPledged
/ us-gaap_ParticipatingMortgageLoansAxis
= pmt_MortgageLoanParticipationAndSalesAgreementMember
   
XML 41 R73.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Schedule of Tax Characterization of Distributions

The approximate tax characterization of the Company’s distributions is as follows:

 

Year ended December 31,

   Ordinary
income
    Long term
capital gain
    Return of
capital
 

2014

     86     14     0

2013

     83     17     0

2012

     83     0     17
Summary of Company's Income Tax Expense (Benefit)

The following table details the Company’s income tax expense (benefit) which relates primarily to the TRSs for the periods presented:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Current expense (benefit):

        

Federal

   $ 352       $ (10,014    $ 4,760   

State

     104         (2,232      1,686   
  

 

 

    

 

 

    

 

 

 

Total current expense (benefit)

  456      (12,246   6,446   
  

 

 

    

 

 

    

 

 

 

Deferred (benefit) expense:

Federal

  (10,232   20,737      31,266   

State

  (5,304   5,954      10,861   
  

 

 

    

 

 

    

 

 

 

Total deferred (benefit) expense

  (15,536   26,691      42,127   
  

 

 

    

 

 

    

 

 

 

Total (benefit) provision for income taxes

$ (15,080 $ 14,445    $ 48,573   
  

 

 

    

 

 

    

 

 

 
Reconciliation of Company's Provision for Income Taxes

The following table is a reconciliation of the Company’s provision for income taxes at statutory rates to the provision for income taxes at the Company’s effective rate for the periods presented:

 

     Year ended December 31,  
     2014     2013     2012  
     Amount     Rate     Amount     Rate     Amount     Rate  
     (dollars in thousands)  

Federal income tax expense at statutory tax rate

   $ 62,812        35.0   $ 75,122        35.0   $ 65,387        35.0

Effect of non-taxable REIT income

     (74,480     (41.5 %)      (63,564     (29.6 )%      (24,943     (13.4 )% 

State income taxes, net of federal benefit

     (3,380     (1.9 %)      2,419        1.1     8,140        4.4

Other

     (32     0.0     468        0.2     (11     0.0

Valuation allowance

     —          0.0     —          0.0     —          0.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Benefit) provision for income taxes

$ (15,080   (8.4 %)  $ 14,445      6.7 $ 48,573      26.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Components of Provision for Deferred Income Taxes

The Company’s components of the provision for deferred income taxes are as follows:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Real estate valuation loss

   $ (5,079    $ 2,651       $ (5,512

Mortgage servicing rights

     27,996         66,284         49,420   

Net operating loss carryforward

     (35,963      (38,783      —     

Liability for losses under representations and warranties

     (5,944      —           —     

Other

     3,454         (3,461      (1,781

Valuation allowance

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Total (benefit) provision for deferred income taxes

$ (15,536 $ 26,691    $ 42,127   
  

 

 

    

 

 

    

 

 

 
Components of Income Taxes Payable

The components of income taxes payable are as follows:

 

     December 31, 2014      December 31, 2013  
     (in thousands)  

Taxes currently receivable

   $ 1,428       $ 8,446   

Deferred income taxes payable

     (52,845      (68,381
  

 

 

    

 

 

 

Income taxes payable

$ (51,417 $ (59,935
  

 

 

    

 

 

 
Summary of Deferred Income Tax Assets and Liabilities

The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities are presented below:

 

     December 31, 2014      December 31, 2013  
     (in thousands)  

Deferred income tax assets:

     

REO valuation loss

   $ 10,697       $ 5,748   

Net operating loss carryforward

     73,869         38,783   

Liability for losses under representations and warranties

     5,944         —     

Other

     2,112         5,328   
  

 

 

    

 

 

 

Gross deferred tax assets

  92,622      49,859   
  

 

 

    

 

 

 

Deferred income tax liabilities:

Mortgage servicing rights

  (143,565   (118,240

Other

  (1,902   —     
  

 

 

    

 

 

 

Gross deferred tax liabilities

  (145,467   (118,240
  

 

 

    

 

 

 

Net deferred income tax liability

$ (52,845 $ (68,381
  

 

 

    

 

 

 
XML 42 R89.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Summary of Investment Activity (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Related Party Transactions [Abstract]      
Purchases of excess servicing spread $ 99,728pmt_PaymentsToPurchaseExcessServicingSpread $ 139,028pmt_PaymentsToPurchaseExcessServicingSpread $ 0pmt_PaymentsToPurchaseExcessServicingSpread
Interest income from excess servicing spread 13,292pmt_InterestIncomeExcessServicingSpread 1,091pmt_InterestIncomeExcessServicingSpread 0pmt_InterestIncomeExcessServicingSpread
Net (loss) gain on excess servicing spread purchased at fair value (28,663)pmt_GainLossOnExcessServicingSpread 2,423pmt_GainLossOnExcessServicingSpread 0pmt_GainLossOnExcessServicingSpread
Excess servicing spread recapture recognized 7,828pmt_ExcessServicingSpreadRebateFromAffiliates 0pmt_ExcessServicingSpreadRebateFromAffiliates 0pmt_ExcessServicingSpreadRebateFromAffiliates
MSR recapture recognized $ 9pmt_MortgageServicingRightsRecaptureFromAffiliate $ 709pmt_MortgageServicingRightsRecaptureFromAffiliate $ 0pmt_MortgageServicingRightsRecaptureFromAffiliate
XML 43 R57.htm IDEA: XBRL DOCUMENT v2.4.1.9
Real Estate Acquired in Settlement of Loans (Tables)
12 Months Ended
Dec. 31, 2014
Banking and Thrift [Abstract]  
Summary of Financial Information Relating to REO

Following is a summary of financial information relating to REO:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance at beginning of period

   $ 138,942       $ 88,078       $ 80,570   

Purchases

     3,049         82         48   

Transfers from mortgage loans at fair value and advances

     364,945         185,061         112,642   

Transfers from REO under forward purchase agreements

     12,737         117         21,819   

Results of REO:

        

Valuation adjustments, net

     (45,476      (24,002      (16,942

Gain on sale, net

     13,498         10,531         16,440   
  

 

 

    

 

 

    

 

 

 
  (31,978   (13,471   (502

Proceeds from sales

  (184,467   (120,925   (126,499
  

 

 

    

 

 

    

 

 

 

Balance at end of period

$ 303,228    $ 138,942    $ 88,078   
  

 

 

    

 

 

    

 

 

 

At period end:

REO pledged to secure assets sold under agreements to repurchase

$ 138,284    $ 17,453    $ 9,061   
  

 

 

    

 

 

    

 

 

 

REO held in a consolidated subsidiary whose stock is pledged to secure financings of such properties

$ 12,365    $ 71,951    $ 14,773   
  

 

 

    

 

 

    

 

 

 
XML 44 R109.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Quantitative Summary of Key Unobservable Inputs Used in Valuation of Interest Rate Lock Commitments (Detail)
Dec. 31, 2014
Dec. 31, 2013
Minimum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Pull-through rate 65.00%pmt_InterestRateLockCommitmentPullThroughRate
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
64.80%pmt_InterestRateLockCommitmentPullThroughRate
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Servicing fee multiple 0.70%pmt_InterestRateLockCommitmentServicingFeeMultiple
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
1.40%pmt_InterestRateLockCommitmentServicingFeeMultiple
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Percentage of unpaid principal balance 0.20%pmt_InterestRateLockCommitmentMsrAssumptionPercentageOfUnpaidBalance
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
0.40%pmt_InterestRateLockCommitmentMsrAssumptionPercentageOfUnpaidBalance
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Maximum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Pull-through rate 98.00%pmt_InterestRateLockCommitmentPullThroughRate
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
98.00%pmt_InterestRateLockCommitmentPullThroughRate
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Servicing fee multiple 5.20%pmt_InterestRateLockCommitmentServicingFeeMultiple
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
5.10%pmt_InterestRateLockCommitmentServicingFeeMultiple
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Percentage of unpaid principal balance 1.30%pmt_InterestRateLockCommitmentMsrAssumptionPercentageOfUnpaidBalance
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
1.30%pmt_InterestRateLockCommitmentMsrAssumptionPercentageOfUnpaidBalance
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Weighted average [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Pull-through rate 94.90%pmt_InterestRateLockCommitmentPullThroughRate
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
86.40%pmt_InterestRateLockCommitmentPullThroughRate
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Servicing fee multiple 4.30%pmt_InterestRateLockCommitmentServicingFeeMultiple
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
4.10%pmt_InterestRateLockCommitmentServicingFeeMultiple
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Percentage of unpaid principal balance 1.10%pmt_InterestRateLockCommitmentMsrAssumptionPercentageOfUnpaidBalance
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
1.00%pmt_InterestRateLockCommitmentMsrAssumptionPercentageOfUnpaidBalance
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
XML 45 R134.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loan Participation and Sale Agreement - Summary of Mortgage Loan Participation and Sale Agreement (Parenthetical) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Debt Instrument Fair Value Carrying Value [Abstract]  
Amortization of commitment fee $ 266pmt_AmortizationOfCommitmentFee
XML 46 R76.htm IDEA: XBRL DOCUMENT v2.4.1.9
Supplemental Cash Flow Information (Tables)
12 Months Ended
Dec. 31, 2014
Supplemental Cash Flow Elements [Abstract]  
Summary of Supplemental Cash Flow Information
     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash paid for interest

   $ 94,116       $ 67,374       $ 31,693   

Income tax (refund) paid

   $ (6,562    $ (9,200    $ 12,700   

Non-cash investing activities:

        

Transfer of mortgage loans acquired for sale at fair value to mortgage loans at fair value held by variable interest entity

   $ —         $ 536,776       $ —     

Transfer of mortgage loans and advances to real estate acquired in settlement of loans

   $ 364,945       $ 185,061       $ 112,642   

Transfer of mortgage loans acquired for sale to mortgage loans at fair value

   $ —         $ —         $ 18   

Purchase of mortgage loans financed through forward purchase agreements

   $ 2,828       $ 246,605       $ 1,070   

Transfer of mortgage loans under forward purchase agreements to mortgage loans at fair value

   $ 205,902       $ 15,347       $ 117,913   

Transfer of mortgage loans under forward purchase agreements and advances to REO under forward purchase agreements

   $ 9,369       $ 9,448       $ 6,633   

Receipt of MSRs as proceeds from sales of loans

   $ 121,333       $ 183,032       $ 134,682   

Purchase of REO financed through forward purchase agreements

   $ —         $ 38       $ 249   

Receipt of ESS pursuant to recapture agreement with PFSI

   $ 7,343       $ —         $ —     

Transfer of REO under forward purchase agreements to REO

   $ 12,737       $ 117       $ 21,819   

Non-cash financing activities:

        

Purchase of mortgage loans financed through forward purchase agreements

   $ 2,828       $ 246,605       $ 1,070   

Purchase of REO financed through forward purchase agreements

   $ —         $ 38       $ 249   

Transfer of mortgage loans at fair value financed through agreements to repurchase to REO financed under agreements to repurchase

   $ 2,731       $ 44,395       $ —     

Dividends payable

   $ 45,894       $ 41,570       $ —     
XML 47 R148.htm IDEA: XBRL DOCUMENT v2.4.1.9
Share-Based Compensation Plans - Summary of Restricted Share Unit Activity and Compensation Expense (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Number of units:      
Outstanding at beginning of year 661,372us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber 665,617us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber 491,809us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber
Granted 300,131us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod 255,445us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod 350,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
Vested (234,466)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod (253,509)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod (161,678)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod
Canceled (1,625)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod (6,181)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod (14,514)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod
Outstanding at end of year 725,412us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber 661,372us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber 665,617us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber
Weighted Average Grant Date Fair Value:      
Outstanding at beginning of year $ 19.95us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue $ 15.92us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue $ 12.57us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue
Granted $ 21.05us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue $ 23.91us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue $ 18.91us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
Vested $ 19.68us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue $ 13.40us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue $ 12.15us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue
Canceled $ 18.74us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue $ 20.06us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue $ 16.82us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue
Outstanding at end of year $ 21.00us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue $ 19.95us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue $ 15.92us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue
Compensation expense recorded during the year $ 7,107,000pmt_ShareBasedCompensationCashAndNoncash $ 6,763,000pmt_ShareBasedCompensationCashAndNoncash $ 6,032,000pmt_ShareBasedCompensationCashAndNoncash
Year end:      
Units available for future awards 5,293,433us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant 5,029,174us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant 4,014,159us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant
Unamortized compensation cost $ 7,023,418us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions $ 6,178,000us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions $ 5,798,000us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions
XML 48 R86.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Correspondent Production - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Mortgage Loans on Real Estate [Line Items]  
Basis point for fulfillment fee 0.50%pmt_FulfillmentFeesInterestRateEffectivePercentageRate
Interest income and sourcing fee 0.03%pmt_SourcingFeeOnUnpaidPrincipalBalance
Services agreement expiry date Feb. 01, 2017
Renewal period of servicing agreement 18-month periods
Mortgage banking and warehouse services agreement [Member]  
Mortgage Loans on Real Estate [Line Items]  
Services agreement expiry date Feb. 01, 2017
Renewal period of servicing agreement 18-month
Mortgage servicing rights [Member]  
Mortgage Loans on Real Estate [Line Items]  
Services agreement expiry date Feb. 01, 2017
Renewal period of servicing agreement 18-month
Mortgage banking services [Member]  
Mortgage Loans on Real Estate [Line Items]  
Mortgage loan fees per year 25,000pmt_MortgageLoanServicingFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_MortgageBankingServicesMember
Warehouse services [Member]  
Mortgage Loans on Real Estate [Line Items]  
Mortgage loan fees per loan 50pmt_ServicingFeesForEachMortgageLoan
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_WarehouseServicesMember
Minimum [Member]  
Mortgage Loans on Real Estate [Line Items]  
Aggregate unpaid principal balance of mortgage loans purchased 2,500,000,000pmt_AcquiredUnpaidPrincipalBalance
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Percentage of fulfillment fees agreed to reimburse 0.025%pmt_PercentageOfFulfillmentFees
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Maximum [Member]  
Mortgage Loans on Real Estate [Line Items]  
Aggregate unpaid principal balance of mortgage loans purchased 5,000,000,000pmt_AcquiredUnpaidPrincipalBalance
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Percentage of fulfillment fees agreed to reimburse 0.05%pmt_PercentageOfFulfillmentFees
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Conventional mortgage loan [Member]  
Mortgage Loans on Real Estate [Line Items]  
Basis point for fulfillment fee 0.50%pmt_FulfillmentFeesInterestRateEffectivePercentageRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_ConventionalLoanMember
Ginnie Mae Mortgage-Backed Securities [Member]  
Mortgage Loans on Real Estate [Line Items]  
Basis point for fulfillment fee 0.88%pmt_FulfillmentFeesInterestRateEffectivePercentageRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= pmt_GinnieMaeMortgageBackedSecuritiesMember
Home Affordable Refinance Program [Member] | Minimum [Member]  
Mortgage Loans on Real Estate [Line Items]  
Basis point for fulfillment fee 0.80%pmt_FulfillmentFeesInterestRateEffectivePercentageRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= pmt_HomeAffordableRefinanceProgramMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Loan-to-value ratio 105.00%pmt_LoanToValueRatio
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= pmt_HomeAffordableRefinanceProgramMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Home Affordable Refinance Program [Member] | Maximum [Member]  
Mortgage Loans on Real Estate [Line Items]  
Basis point for fulfillment fee 1.20%pmt_FulfillmentFeesInterestRateEffectivePercentageRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= pmt_HomeAffordableRefinanceProgramMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Loan-to-value ratio 105.00%pmt_LoanToValueRatio
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= pmt_HomeAffordableRefinanceProgramMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Other mortgage loans [Member]  
Mortgage Loans on Real Estate [Line Items]  
Basis point for fulfillment fee 0.50%pmt_FulfillmentFeesInterestRateEffectivePercentageRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= pmt_OtherMortgageLoansMember
XML 49 R145.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Gain on Investments - Summary of Net Gain on Investments (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Net gain (loss) on investments:      
Mortgage-backed securities $ 10,416us-gaap_GainLossOnSalesOfMortgageBackedSecuritiesMBS $ (1,347)us-gaap_GainLossOnSalesOfMortgageBackedSecuritiesMBS $ 612us-gaap_GainLossOnSalesOfMortgageBackedSecuritiesMBS
Hedging derivatives (6,802)us-gaap_GainLossOnSaleOfDerivatives (4,310)us-gaap_GainLossOnSaleOfDerivatives 0us-gaap_GainLossOnSaleOfDerivatives
Gain (loss) on investments 3,614pmt_GainLossOnSaleOfInvestment (5,657)pmt_GainLossOnSaleOfInvestment 612pmt_GainLossOnSaleOfInvestment
Agency debt security 0pmt_GainLossOnAgencyDebtSecurity 1,725pmt_GainLossOnAgencyDebtSecurity 0pmt_GainLossOnAgencyDebtSecurity
Excess servicing spread purchased from PFSI at fair value (28,663)pmt_GainLossOnExcessServicingSpread 2,423pmt_GainLossOnExcessServicingSpread 0pmt_GainLossOnExcessServicingSpread
Mortgage loans 227,488us-gaap_GainLossOnSaleOfMortgageLoans 206,988us-gaap_GainLossOnSaleOfMortgageLoans 103,037us-gaap_GainLossOnSaleOfMortgageLoans
Asset-backed secured financing (8,459)us-gaap_SecuritizationFinancialAssetForWhichTransferIsAccountedAsSaleGainLossOnSale 2,279us-gaap_SecuritizationFinancialAssetForWhichTransferIsAccountedAsSaleGainLossOnSale 0us-gaap_SecuritizationFinancialAssetForWhichTransferIsAccountedAsSaleGainLossOnSale
Net gain (loss) on investments $ 201,809us-gaap_GainLossOnInvestments $ 207,758us-gaap_GainLossOnInvestments $ 103,649us-gaap_GainLossOnInvestments
XML 50 R149.htm IDEA: XBRL DOCUMENT v2.4.1.9
Other Expenses - Summary of Other Expenses (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Other Non operating Income Expense [Line Items]      
Total other expenses $ 24,293us-gaap_OtherExpenses $ 23,061us-gaap_OtherExpenses $ 9,557us-gaap_OtherExpenses
Common overhead allocation from PFSI [Member]      
Other Non operating Income Expense [Line Items]      
Total other expenses 10,477us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_OverheadMember
10,423us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_OverheadMember
4,183us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_OverheadMember
Servicing and collection costs [Member]      
Other Non operating Income Expense [Line Items]      
Total other expenses 6,892us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_ServicingAndCollectionCostsMember
1,861us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_ServicingAndCollectionCostsMember
1,577us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_ServicingAndCollectionCostsMember
Loan origination [Member]      
Other Non operating Income Expense [Line Items]      
Total other expenses 2,638us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_LoanOriginationCommitmentsMember
4,584us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_LoanOriginationCommitmentsMember
752us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_LoanOriginationCommitmentsMember
Insurance [Member]      
Other Non operating Income Expense [Line Items]      
Total other expenses 989us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_InsuranceMember
890us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_InsuranceMember
762us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_InsuranceMember
Technology [Member]      
Other Non operating Income Expense [Line Items]      
Total other expenses 984us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_TechnologyEquipmentMember
826us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_TechnologyEquipmentMember
701us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_TechnologyEquipmentMember
Securitization [Member]      
Other Non operating Income Expense [Line Items]      
Total other expenses (150)us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_SecuritizationsMember
1,742us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_SecuritizationsMember
0us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= pmt_SecuritizationsMember
Other expenses [Member]      
Other Non operating Income Expense [Line Items]      
Total other expenses $ 2,463us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_OtherExpenseMember
$ 2,735us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_OtherExpenseMember
$ 1,582us-gaap_OtherExpenses
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_OtherExpenseMember
XML 51 R81.htm IDEA: XBRL DOCUMENT v2.4.1.9
Significant Accounting Policies - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Mortgage Loans on Real Estate [Line Items]  
Cost-basis investments $ 0us-gaap_CostMethodInvestments
Equity method investments $ 0us-gaap_EquityMethodInvestments
Loans delinquent 90 or more days
Deciding percentage of class of MSRs More than 4.5%
Interest rate 4.50%pmt_MortgageServicingRightsFairValueOptionThresholdLoanInterestRate
MSRs note rate pool description Note interest rate pools of 50 basis points for note interest rates between 3.0% and 4.5% and a single pool for note interest rates below 3%. Adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool.
Mortgage loans description Note interest rate pools of 50 basis points
Basis points for mortgage loan 0.50%pmt_BasisPointForMortgageLoan
Fixed-rate mortgage loans, Maximum 4.50%pmt_FixedRateMortgageLoansMaximum
Income tax positions likely to be recognized 50.00%pmt_PercentageOfIncomeTaxPositionsLikelyToBeRealized
Mortgage servicing rights [Member]  
Mortgage Loans on Real Estate [Line Items]  
Deciding percentage of class of MSRs The Company has identified two classes of MSRs originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5%; and MSRs backed by mortgage loans with initial interest rates of more than 4.5%.
Minimum [Member]  
Mortgage Loans on Real Estate [Line Items]  
Servicing fee, percentage 0.25%pmt_ServicingFeePercentage
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Fixed-rate mortgage loans 3.00%pmt_MsrlocomFixedRateMortgageLoanInterestRateRange
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Maximum [Member]  
Mortgage Loans on Real Estate [Line Items]  
Servicing fee, percentage 0.375%pmt_ServicingFeePercentage
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
XML 52 R87.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Summary of Corresponding Production Activity (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Related Party Transaction [Line Items]      
Fulfillment fee expense earned by PLS $ 48,719pmt_LoanFulfillmentFeesPayableToAffiliate $ 79,712pmt_LoanFulfillmentFeesPayableToAffiliate $ 62,906pmt_LoanFulfillmentFeesPayableToAffiliate
Unpaid principal balance of loans fulfilled by PLS 11,476,448pmt_LoansFulfilledByAffiliateUnpaidPrincipalBalance 15,225,153pmt_LoansFulfilledByAffiliateUnpaidPrincipalBalance 13,028,375pmt_LoansFulfilledByAffiliateUnpaidPrincipalBalance
Sourcing fees earned from PLS 4,676pmt_MortgageLoanSourcingFeesFromAffiliate 4,611pmt_MortgageLoanSourcingFeesFromAffiliate 2,505pmt_MortgageLoanSourcingFeesFromAffiliate
Fair value of loans sold to PLS 16,431,338pmt_MortgageLoansSoldToAffiliatesUnpaidPrincipalBalance 16,113,806pmt_MortgageLoansSoldToAffiliatesUnpaidPrincipalBalance 8,864,264pmt_MortgageLoansSoldToAffiliatesUnpaidPrincipalBalance
At period end:      
Mortgage loans included in mortgage loans acquired for sale pending sale to PLS 637,722us-gaap_MortgagesHeldForSaleFairValueDisclosure 458,137us-gaap_MortgagesHeldForSaleFairValueDisclosure  
Penny Mac Loan Services Llc [Member]      
At period end:      
Mortgage loans included in mortgage loans acquired for sale pending sale to PLS $ 209,325us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
$ 112,360us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
$ 153,326us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
XML 53 R77.htm IDEA: XBRL DOCUMENT v2.4.1.9
Parent Company Information (Tables)
12 Months Ended
Dec. 31, 2014
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
Schedule of Parent Company Information

PENNYMAC MORTGAGE INVESTMENT TRUST

CONDENSED BALANCE SHEETS

 

     December 31,  
     2014      2013  
     (in thousands)  
Assets      

Short-term investment

   $ 506       $ 1,340   

Investments in subsidiaries

     1,637,927         1,527,213   

Receivables from subsidiaries

     261         16   

Other assets

     522         521   
  

 

 

    

 

 

 

Total assets

$ 1,639,216    $ 1,529,090   
  

 

 

    

 

 

 
Liabilities

Dividends payable

$ 45,482    $ 41,570   

Accounts payable and accrued liabilities

  2,988      3,825   

Due to affiliates

  1,548      1,788   

Payables to subsidiaries

  338      378   

Income taxes payable

  126      67   
  

 

 

    

 

 

 

Total liabilities

  50,482      47,628   
  

 

 

    

 

 

 
Shareholders’ equity   1,588,734      1,481,462   
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

$ 1,639,216    $ 1,529,090   
  

 

 

    

 

 

 

 

PENNYMAC MORTGAGE INVESTMENT TRUST

CONDENSED STATEMENTS OF INCOME

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Income

        

Dividends from subsidiaries

   $ 174,192       $ 148,520       $ 107,135   

Interest

        

Intercompany

     15         20         2,256   

Other

     4         4         61   

Debt guarantee fees receivable from PennyMac Corp., LLC

     1,250         833         —     
  

 

 

    

 

 

    

 

 

 

Total income

  175,461      149,377      109,452   
  

 

 

    

 

 

    

 

 

 

Expenses

Intercompany interest

  26      39      167   

Other

  —        —        1,321   
  

 

 

    

 

 

    

 

 

 

Total expenses

  26      39      1,488   
  

 

 

    

 

 

    

 

 

 

Income before provision for income taxes and equity in undistributed earnings in subsidiaries

  175,435      149,338      107,964   

Provision for income taxes

  372      86      —     
  

 

 

    

 

 

    

 

 

 

Income before equity in undistributed earnings of subsidiaries

  175,063      149,252      107,964   

Equity in undistributed earnings of subsidiaries

  23,288      49,940      28,845   
  

 

 

    

 

 

    

 

 

 

Net income

$ 198,351    $ 199,192    $ 136,809   
  

 

 

    

 

 

    

 

 

 

 

PENNYMAC MORTGAGE INVESTMENT TRUST

CONDENSED STATEMENTS OF CASH FLOWS

 

     Year ended December 31,  
     2014     2013     2012  
     (in thousands)  

Cash flows from operating activities:

      

Net income

   $ 198,351      $ 199,192      $ 136,809   

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

      

Equity in undistributed earnings of subsidiaries

     (23,288     (49,940     (28,845

Decrease (increase) in receivables from subsidiaries

     107        (16     38,976   

(Increase) decrease in other assets

     (1     (316     943   

(Decrease) increase in accounts payable and accrued liabilities

     (837     (2,582     524   

(Decrease) increase in due to affiliates

     (652     (1,169     16   

(Decrease) increase payable to subsidiaries

     (40     314        (2,472

Increase in income taxes payable

     59        67        —     
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

  173,699      145,550      145,951   

Cash flows from investing activities:

Increase in investment in subsidiaries

  (89,618   (249,315   (666,101

Net decrease in short-term investments

  834      2,059      8,148   
  

 

 

   

 

 

   

 

 

 

Net cash used by investing activities

  (88,784   (247,256   (657,953

Cash flows from financing activities:

Proceeds from issuance of common shares

  90,588      261,595      608,184   

Payment of common share underwriting and offering costs

  (1,070   (12,321   (1,360

Payment of dividends

  (174,433   (147,568   (94,822
  

 

 

   

 

 

   

 

 

 

Net cash (used) provided by financing activities

  (84,915   101,706      512,002   
  

 

 

   

 

 

   

 

 

 

Net change in cash

  —        —        —     

Cash at beginning of period

  —        —        —     
  

 

 

   

 

 

   

 

 

 

Cash at end of period

$ —      $ —      $ —     
  

 

 

   

 

 

   

 

 

 

Non-cash financing activity — dividends payable

$ 45,894    $ 41,570    $ —     
XML 54 R71.htm IDEA: XBRL DOCUMENT v2.4.1.9
Share-Based Compensation Plans (Tables)
12 Months Ended
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Summary of Restricted Share Unit Activity and Compensation Expense

The table below summarizes restricted share unit activity and compensation expense:

 

     Year ended December 31,  
     2014      2013      2012  

Number of units:

        

Outstanding at beginning of year

     661,372         665,617         491,809   

Granted

     300,131         255,445         350,000   

Vested

     (234,466      (253,509      (161,678

Canceled

     (1,625      (6,181      (14,514
  

 

 

    

 

 

    

 

 

 

Outstanding at end of year

  725,412      661,372      665,617   
  

 

 

    

 

 

    

 

 

 

Weighted Average Grant Date Fair Value:

Outstanding at beginning of year

$ 19.95    $ 15.92    $ 12.57   

Granted

$ 21.05    $ 23.91    $ 18.91   

Vested

$ 19.68    $ 13.40    $ 12.15   

Canceled

$ 18.74    $ 20.06    $ 16.82   

Outstanding at end of year

$ 21.00    $ 19.95    $ 15.92   

Compensation expense recorded during the year

$ 7,107,000    $ 6,763,000    $ 6,032,000   

Year end:

Units available for future awards (1)

  5,293,433      5,029,174      4,014,159   

Unamortized compensation cost

$ 7,023,418    $ 6,178,000    $ 5,798,000   

 

(1) Based on shares outstanding as of December 31, 2014. Total units available for future awards may be adjusted in accordance with the equity incentive plan based on future issuances of PMT’s shares as described above.
XML 55 R25.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loan Participation and Sale Agreement
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Mortgage Loan Participation and Sale Agreement

Note 18 - Mortgage Loan Participation and Sale Agreement

One of the borrowing facilities secured by mortgage loans acquired for sale is in the form of a mortgage loan participation and sale agreement. Participation certificates, each of which represents an undivided beneficial ownership interest in a pool of mortgage loans that have been pooled with Fannie Mae or Freddie Mac, are sold to the lender pending the securitization of such mortgage loans and the sale of the resulting security. A commitment between the Company and a non-affiliate to sell such security is also assigned to the lender at the time a participation certificate is sold.

The purchase price paid by the lender for each participation certificate is based on the trade price of the security, plus an amount of interest expected to accrue on the security to its anticipated delivery date, minus a present value adjustment, any related hedging costs and a holdback amount that is based on a percentage of the purchase price and is not required to be paid to the Company until the settlement of the security and its delivery to the lender.

The mortgage loan participation and sale agreement is summarized below:

 

     Year ending
December 31, 2014
 

During the year:

  

Weighted-average interest rate (1)

     1.42

Average balance

   $ 44,770   

Total interest expense

   $ 912   

Maximum daily amount outstanding

   $ 116,363   

At year end:

  

Balance

   $ 20,236   

Weighted-average interest rate

     1.42

Mortgage loans pledged to secure mortgage loan participation and sale agreement

   $ 20,862   

 

(1) Excludes the amortization of commitment fees of $266,000 for the year ended December 31, 2014.
XML 56 R141.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments and Contingencies - Company's Outstanding Contractual Loan Commitments (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Commitments to purchase mortgage loans:  
Mortgage loans acquired for sale at fair value $ 695,488pmt_MortgageLoansAcquiredForSaleAtFairValueOutstandingContractualLoanCommitments
Mortgage loans at fair value $ 310,160pmt_MortgageLoansAtFairValueOutstandingContractualLoanCommitments
XML 57 R50.htm IDEA: XBRL DOCUMENT v2.4.1.9
Loan Sales and Variable Interest Entities (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Cash Flows between Company and Transferees in Transfers Accounted for Sales

The following table summarizes cash flows between the Company and transferees in transfers that are accounted for as sales where PMT maintains continuing involvement with the mortgage loans, as well as unpaid principal balance information at year end:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash flows:

        

Proceeds from sales

   $ 11,703,015       $ 15,818,582       $ 12,834,002   

Servicing fees received (1)

   $ 70,294       $ 51,712       $ 10,871   

Period end information:

        

Unpaid principal balance of mortgage loans outstanding

   $ 34,161,360       $ 25,792,933       $ 12,168,740   

Unpaid principal balance of delinquent mortgage loans:

        

30-89 days delinquent

   $ 110,176       $ 68,156       $ 45,021   

90 or more days delinquent

        

Not in foreclosure

     25,418         7,941         913   

In foreclosure or bankruptcy

     13,172         5,434         473   
  

 

 

    

 

 

    

 

 

 
  38,590      13,375      1,386   
  

 

 

    

 

 

    

 

 

 
$ 148,766    $ 81,531    $ 46,407   
  

 

 

    

 

 

    

 

 

 

 

(1) Net of guarantee fees
XML 58 R156.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]    
Net operating loss carryforwards $ 85,200,000us-gaap_OperatingLossCarryforwards $ 94,400,000us-gaap_OperatingLossCarryforwards
Net operating loss carryforwards, expiration year 2034 2033
Unrecognized tax benefits $ 0us-gaap_UnrecognizedTaxBenefits $ 0us-gaap_UnrecognizedTaxBenefits
XML 59 R42.htm IDEA: XBRL DOCUMENT v2.4.1.9
Regulatory Net Worth
12 Months Ended
Dec. 31, 2014
Mortgage Banking [Abstract]  
Regulatory Net Worth

Note 35—Regulatory Net Worth

PMC is a seller-servicer for Fannie Mae and Freddie Mac. To retain its status as an approved seller-servicer, PMC is required to meet Fannie Mae’s and Freddie Mac’s capital standards, which require PMC to maintain a minimum net worth of $59.2 million and $30.9 million, respectively. The Manager believes PMC complies with Fannie Mae’s and Freddie Mac’s net worth requirement as of December 31, 2014.

XML 60 R75.htm IDEA: XBRL DOCUMENT v2.4.1.9
Selected Quarterly Results (Tables)
12 Months Ended
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]  
Selected Quarterly Financial Data

Following is a presentation of selected quarterly financial data:

 

    Quarter ended  
    2014     2013  
    Dec. 31     Sept. 30     June 30     Mar. 31     Dec. 31     Sept. 30     June 30     Mar. 31  
    (dollars in thousands, except per share data)  

For the quarter ended:

               

Net investment income

  $ 53,059      $ 106,530      $ 120,556      $ 76,595      $ 96,087      $ 86,062      $ 115,553      $ 107,816   

Net income

  $ 26,511      $ 54,949      $ 75,211      $ 37,873      $ 52,696      $ 39,701      $ 54,497      $ 53,296   

Earnings per share:

               

Basic

  $ 0.35      $ 0.74      $ 1.01      $ 0.52      $ 0.74      $ 0.61      $ 0.92      $ 0.90   

Diluted

  $ 0.34      $ 0.69      $ 0.93      $ 0.50      $ 0.69      $ 0.57      $ 0.86      $ 0.90   

Cash dividends declared per share

  $ 0.61      $ 0.61      $ 0.59      $ 0.59      $ 1.16      $ 0.57      $ 0.57      $ 0.57   

At period end:

               

Short-term investments at fair value

  $ 139,900      $ 37,452      $ 104,453      $ 91,338      $ 92,398      $ 80,936      $ 73,236      $ 45,024   

Investment securities at fair value

    307,363        267,885        218,725        198,110        197,401        217,492        —          —     

Mortgage loans at fair value(1)

    3,364,674        3,250,761        3,606,906        3,156,041        3,276,582        3,350,632        2,862,126        2,490,270   

Excess servicing spread

    191,166        187,368        190,244        151,019        138,723        2,857        —          —     

Real estate acquired in settlement of loans(2)

    303,228        275,185        240,471        186,877        148,080        103,202        88,771        84,486   

Mortgage servicing rights(3)

    357,780        345,848        315,484        301,427        290,572        269,675        226,901        180,441   

Other assets

    240,185        240,314        193,462        142,725        167,161        224,437        192,350        126,939   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

$ 4,904,296    $ 4,604,813    $ 4,869,745    $ 4,227,537    $ 4,310,917    $ 4,249,231    $ 3,443,384    $ 2,927,160   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Assets sold under agreements to repurchase and mortgage loan participation and sale agreement

$ 2,750,366    $ 2,416,686    $ 2,701,755    $ 1,887,778    $ 2,039,605    $ 1,980,058    $ 1,565,896    $ 1,615,050   

Borrowings under forward purchase agreements

  —        —        —        216,614      226,580      229,841      244,047      —     

Asset-backed secured financing at fair value

  165,920      166,841      170,201      166,514      165,415      170,008      —        —     

Exchangeable senior notes

  250,000      250,000      250,000      250,000      250,000      250,000      250,000      —     

Other liabilities

  159,838      183,245      170,629      163,349      162,203      124,559      139,260      89,681   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  3,326,124      3,016,772      3,292,585      2,684,255      2,843,803      2,754,466      2,199,203      1,704,731   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Shareholders’ equity

  1,578,172      1,588,041      1,577,160      1,543,282      1,467,114      1,494,765      1,244,181      1,222,429   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

$ 4,904,296    $ 4,604,813    $ 4,869,745    $ 4,227,537    $ 4,310,917    $ 4,249,231    $ 3,443,384    $ 2,927,160   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes mortgage loans acquired for sale at fair value, mortgage loans at fair value, mortgage loans at fair value held by variable interest entity and mortgage loans under forward purchase agreements at fair value.
(2) Includes REO and REO under forward purchase agreements.
(3) Includes mortgage servicing rights at fair value and mortgage servicing rights at lower of amortized cost or fair value.
XML 61 R97.htm IDEA: XBRL DOCUMENT v2.4.1.9
Netting of Financial Instruments - Summary of Derivative Assets and Collateral Held by Counterparty (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Derivative [Line Items]    
Derivative assets, Fair value, Total $ 11,107us-gaap_DerivativeAssets $ 7,976us-gaap_DerivativeAssets
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities 0us-gaap_CashCollateralForBorrowedSecurities
Net amount 11,107us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral 7,976us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
Interest rate lock commitments [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 5,678us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
2,510us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Net amount 5,678us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
2,510us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
RJ O'Brien [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 3,034us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_RjObrienMember
566us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_RjObrienMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_RjObrienMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_RjObrienMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_RjObrienMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_RjObrienMember
Net amount 3,034us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_RjObrienMember
566us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_RjObrienMember
Bank of America, N.A. [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 738us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
1,024us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
Net amount 738us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
1,024us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
Daiwa Capital Markets [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 29us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
608us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
Net amount 29us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
608us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
Fannie Mae Capital Markets [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 0us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_FannieMaeCapitalMarketsMember
432us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_FannieMaeCapitalMarketsMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_FannieMaeCapitalMarketsMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_FannieMaeCapitalMarketsMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_FannieMaeCapitalMarketsMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_FannieMaeCapitalMarketsMember
Net amount 0us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_FannieMaeCapitalMarketsMember
432us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_FannieMaeCapitalMarketsMember
Morgan Stanley Bank, N.A. [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 104us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
546us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
Net amount 104us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
546us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
Wells Fargo [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 0us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_WellsFargoAndCompanyMember
378us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_WellsFargoAndCompanyMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_WellsFargoAndCompanyMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_WellsFargoAndCompanyMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_WellsFargoAndCompanyMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_WellsFargoAndCompanyMember
Net amount 0us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_WellsFargoAndCompanyMember
378us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_WellsFargoAndCompanyMember
Deutsche Bank [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 124us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
0us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
Net amount 124us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
0us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
Jefferies [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 133us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_JefferiesMember
0us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_JefferiesMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_JefferiesMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_JefferiesMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_JefferiesMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_JefferiesMember
Net amount 133us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_JefferiesMember
0us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_JefferiesMember
Cantor Fitzgerald LP [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 6us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_CantorFitzgeraldCoMember
613us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_CantorFitzgeraldCoMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_CantorFitzgeraldCoMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_CantorFitzgeraldCoMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_CantorFitzgeraldCoMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_CantorFitzgeraldCoMember
Net amount 6us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_CantorFitzgeraldCoMember
613us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_CantorFitzgeraldCoMember
Credit Suisse First Boston Mortgage Capital LLC [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 253us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
196us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
Net amount 253us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
196us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
Nomura [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 138us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_NomuraMember
273us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_NomuraMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_NomuraMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_NomuraMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_NomuraMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_NomuraMember
Net amount 138us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_NomuraMember
273us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_NomuraMember
Other [Member]    
Derivative [Line Items]    
Derivative assets, Fair value, Total 870us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
830us-gaap_DerivativeAssets
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
Financial instruments 0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
0us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedLiability
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
Cash collateral received 0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
0us-gaap_CashCollateralForBorrowedSecurities
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
Net amount $ 870us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
$ 830us-gaap_DerivativeFairValueOfDerivativeAssetAmountNotOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
XML 62 R37.htm IDEA: XBRL DOCUMENT v2.4.1.9
Other Expenses
12 Months Ended
Dec. 31, 2014
Other Income and Expenses [Abstract]  
Other Expenses

Note 30—Other Expenses

Other expenses are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Common overhead allocation from PFSI

   $ 10,477       $ 10,423       $ 4,183   

Servicing and collection costs

     6,892         1,861         1,577   

Loan origination

     2,638         4,584         752   

Insurance

     989         890         762   

Technology

     984         826         701   

Securitization

     (150      1,742         —     

Other expenses

     2,463         2,735         1,582   
  

 

 

    

 

 

    

 

 

 
$ 24,293    $ 23,061    $ 9,557   
  

 

 

    

 

 

    

 

 

 
XML 63 R52.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value (Tables)
12 Months Ended
Dec. 31, 2014
Fair Value Disclosures [Abstract]  
Summary of Financial Statement Items Measured at Fair Value on Recurring Basis

Following is a summary of financial statement items that are measured at fair value on a recurring basis:

 

     December 31, 2014  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Assets:

           

Short-term investments

   $ 139,900       $ —         $ —         $ 139,900   

Mortgage-backed securities at fair value

     —           307,363         —           307,363   

Mortgage loans acquired for sale at fair value

     —           637,722         —           637,722   

Mortgage loans at fair value

     —           527,369         2,199,583         2,726,952   

Excess servicing spread purchased from PFSI

     —           —           191,166         191,166   

Derivative assets:

           

Interest rate lock commitments

     —           —           5,678         5,678   

MBS put options

     —           374         —           374   

Forward purchase contracts

     —           3,775         —           3,775   

Forward sales contracts

     —           52         —           52   

Put options on interest rate futures

     193         —           —           193   

Call options on interest rate futures

     3,319         —           —           3,319   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets before netting

  3,512      4,201      5,678      13,391   

Netting (1)

  —        —        —        (2,284
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets after netting

  3,512      4,201      5,678      11,107   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage servicing rights at fair value

  —        —        57,358      57,358   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 143,412    $ 1,476,655    $ 2,453,785    $ 4,071,568   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

Asset-backed secured financing of the variable interest entity at fair value

$ —      $ 165,920    $ —      $ 165,920   

Derivative liabilities:

Interest rate lock commitments

  —        —        17      17   

Treasury futures sales contracts

  478      —        —        478   

Forward purchase contracts

  —        34      —        34   

Forward sales contracts

  —        6,649      —        6,649   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities before netting

  478      6,683      17      7,178   

Netting (1)

  —        —        (4,748
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities after netting

  478      6,683      17      2,430   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

$ 478    $ 172,603    $ 17    $ 168,350   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.

 

     December 31, 2013  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Assets:

           

Short-term investments

   $ 92,398       $ —         $ —         $ 92,398   

Mortgage-backed securities at fair value

     —           197,401         —           197,401   

Mortgage loans acquired for sale at fair value

     —           458,137         —           458,137   

Mortgage loans at fair value

     —           523,652         2,076,665         2,600,317   

Mortgage loans under forward purchase agreements at fair value

     —           —           218,128         218,128   

Excess servicing spread purchased from PFSI

     —           —           138,723         138,723   

Derivative assets:

           

Interest rate lock commitments

     —           —           2,510         2,510   

MBS put options

     —           272         —           272   

Forward purchase contracts

     —           1,229         —           1,229   

Forward sales contracts

     —           16,385         —           16,385   

Put options on interest rate futures

     —           566         —           566   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets

  —        18,452      2,510      20,962   

Netting (1)

  —        —        (12,986
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets after netting

  —        18,452      2,510      7,976   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage servicing rights at fair value

  —        —        26,452      26,452   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 92,398    $ 1,197,642    $ 2,462,478    $ 3,739,532   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

Asset-backed secured financing of the variable interest entity at fair value

$ —      $ 165,415    $ —      $ 165,415   

Derivative liabilities:

Interest rate lock commitments

  —        —        1,261      1,261   

Forward purchase contracts

  —        7,420      —        7,420   

Forward sales contracts

  —        1,295      —        1,295   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities

  —        8,715      1,261      9,976   

Netting (1)

  —        —        (8,015
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities

  —        8,715      1,261      1,961   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

$ —      $ 174,130    $ 1,261    $ 167,376   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.
Summary of Changes in Items Measured Using Level 3 Inputs on Recurring Basis

The following is a summary of changes in items measured using Level 3 inputs on a recurring basis:

 

     December 31, 2014  
     Mortgage
loans

at fair value
    Mortgage
loans under
forward
purchase
agreements
    Excess
servicing
spread
    Interest
rate lock
commitments (1)
    Mortgage
servicing
rights
    Total  
     (in thousands)  

Assets:

            

Balance, December 31, 2013

   $ 2,076,665      $ 218,128      $ 138,723      $ 1,249      $ 26,452      $ 2,461,217   

Purchases

     554,604        1,386        99,728        —          —          655,718   

Repayments and sales

     (572,586     (6,413     (39,257     —          (139     (618,395

Accrual of interest

     —          —          13,292        —          —          13,292   

ESS received pursuant to a recapture agreement with PFSI

     —          —          7,342        —          —          7,342   

Interest rate lock commitments issued, net

     —          —          —          56,367        —          56,268   

Capitalization of interest

     65,050        1,800        —          —          —          66,850   

Servicing received as proceeds from sales of mortgage loans

     —          —          —          —          47,693        47,693   

Changes in fair value included in income arising from:

            

Changes in instrument-specific credit risk

     34,785        1,815        —              36,600   

Other factors

     179,896        (1,012     (28,662     17,326        (16,648     151,221   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  214,681      803      (28,662   17,326      (16,648   187,500   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transfers of mortgage loans under forward purchase agreements to mortgage loans

  205,902      (205,902   —        —        —        —     

Transfers of mortgage loans to REO

  (344,733   —        —        —        —        (344,733

Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements

  —        (9,802   —        —        —        (9,802

Transfers of interest rate lock commitments to mortgage loans acquired for sale

  —        —        —        (69,281   —        (69,503
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2014

$ 2,199,583    $ —      $ 191,166    $ 5,661    $ 57,358    $ 2,453,768   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Changes in fair value recognized during the period relating to assets still held at December 31, 2014

$ 134,724    $ —      $ (28,662 $ 5,661    $ (16,648 $ 95,075   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) For the purpose of this table, the interest rate lock asset and liability positions are shown net.

 

 

     December 31, 2013  
     Mortgage
loans
at fair value
    Agency
Debt
    Mortgage
loans
under

forward
purchase

agreements
    Excess
servicing
spread
    Net interest
rate lock
commitments (1)
    Mortgage
servicing
rights
     Total  
                 
                 
     (in thousands)  

Assets:

               

Balance, December 31, 2012

   $ 1,189,971      $ —        $ —        $ —        $ 19,479      $ 1,346       $ 1,210,796   

Purchases

     1,063,162        12,000        246,525        139,028        —          1,419         1,462,134   

Repayments and sales

     (255,210     (13,725     (15,319     (4,076     —          —           (288,330

Accrual of interest

     —          —          —          1,348        —          —           1,348   

Interest rate lock commitments issued, net

     —          —          —          —          83,515        —           83,515   

Capitalization of interest

     43,481        —          —          —          —          —           43,481   

Servicing received as proceeds from sales of mortgage loans

     —          —          —          —          —          23,071         23,071   

Changes in fair value included in income arising from:

               

Changes in instrument-specific credit risk

     44,018        —          2,305        —               46,323   

Other factors

     153,639        1,725        9,415        2,423        (26,674     616         141,144   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
     197,657        1,725        11,720        2,423        (26,674     616         187,467   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Transfers of mortgage loans under forward purchase agreements to mortgage loans

     15,347        —          (15,347     —               —     

Transfers of mortgage loans to REO

     (177,743     —          —          —               (177,743

Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements

     —          —          (9,451     —               (9,451

Transfers of interest rate lock commitments to mortgage loans acquired for sale

     —          —          —          —          (75,071     —           (75,071
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance, December 31, 2013

   $ 2,076,665      $ —        $ 218,128      $ 138,723      $ 1,249      $ 26,452       $ 2,461,217   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Changes in fair value recognized during the period relating to assets still held at December 31, 2013

   $ 132,339      $ 1,725      $ 7,244      $ 2,423      $ 1,249      $ 616       $ 145,596   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

     December 31, 2012  
     Mortgage
Loans

at fair value
    Mortgage
loans

under
forward
purchase
agreements
    Mortgage-
backed
securities
    Interest
rate lock
commitments
    Mortgage
servicing
rights
    Total  
     (in thousands)  

Assets:

            

Balance, December 31, 2011

   $ 696,266      $ 129,310      $ 72,813      $ 5,772      $ 749      $ 904,910   

Purchases

     541,696        1,075        —          —          20        542,791   

Repayments

     (169,877     (14,292     (21,888     —          —          (206,057

Interest rate lock commitments issued, net

     —          —          —          212,555        —          212,555   

Capitalization of interest

     19,745        —          —          —          —          19,745   

Sales

     —          —          (52,133     —          (79     (52,212

Accrual of unearned discounts

     —          —          363        —          —          363   

Servicing received as proceeds from sales of mortgage loans

     —          —          —          —          1,508        1,508   

Changes in fair value included in income arising from:

               —     

Changes in instrument-specific credit risk

     24,878        —          —          —          (708     24,170   

Other factors

     68,772        9,293        845        —          (144     78,766   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     93,650        9,293        845        —          (852     102,936   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transfer of mortgage loans under forward purchase agreements to mortgage loans

     117,913        (117,913     —          —          —          —     

Transfer of mortgage loans to REO

     (109,440     —          —          —          —          (109,440

Transfer of mortgage loans under forward purchase agreements to REO under forward purchase agreements

     —          (7,473     —          —          —          (7,473

Transfer to mortgage loans acquired for sale

     18        —          —          —          —          18   

Transfers of interest rate lock commitments to mortgage loans acquired for sale

     —          —          —          (198,848     —          (198,848
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2012

   $ 1,189,971      $ —        $ —        $ 19,479      $ 1,346      $ 1,210,796   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Changes in fair value recognized during the year relating to assets still held at December 31, 2012

   $ 51,022      $ —        $ —        $ 19,479      $ (852   $ 69,649   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Securities sold under
agreements to
repurchase
 
     (in thousands)  

Liabilities:

  

Balance, December 31, 2011

   $ 115,493   

Changes in fair value included in income

  

Sales

     752,343   

Repurchases

     (867,836
  

 

 

 

Balance, December 31, 2012

   $ —     
  

 

 

 

Changes in fair value recognized during the year relating to liabilities still outstanding at December 31, 2012

   $ —     
  

 

 

 

Fair Values and Related Principal Amounts Due upon Maturity of Mortgage Loans Accounted for Under Fair Value Option

Following are the fair values and related principal amounts due upon maturity of mortgage loans accounted for under the fair value option (including mortgage loans acquired for sale, mortgage loans at fair value, mortgage loans held in a VIE and mortgage loans under forward purchase agreements at fair value):

 

     December 31, 2014  
     Fair value      Principal
amount due
upon maturity
     Difference  
     (in thousands)  

Mortgage loans acquired for sale:

        

Current through 89 days delinquent

   $ 637,518       $ 610,372       $ 27,146   

90 or more days delinquent (1)

        

Not in foreclosure

     204         255         (51

In foreclosure

     —           —           —     
  

 

 

    

 

 

    

 

 

 
  204      255      (51
  

 

 

    

 

 

    

 

 

 
  637,722      610,627      27,095   
  

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value:

Current through 89 days delinquent

  1,191,635      1,452,885      (261,250

90 or more days delinquent (1)

Not in foreclosure

  608,144      875,214      (267,070

In foreclosure

  927,173      1,371,371      (444,198
  

 

 

    

 

 

    

 

 

 
  1,535,317      2,246,585      (711,268
  

 

 

    

 

 

    

 

 

 
  2,726,952      3,699,470      (972,518
  

 

 

    

 

 

    

 

 

 
$ 3,364,674    $ 4,310,097    $ (945,423
  

 

 

    

 

 

    

 

 

 

 

     December 31, 2013  
     Fair value      Principal
amount due
upon maturity
     Difference  
     (in thousands)  

Mortgage loans acquired for sale:

        

Current through 89 days delinquent

   $ 457,968       $ 447,224       $ 10,744   

90 or more days delinquent (1)

        

Not in foreclosure

     169         162         7   

In foreclosure

     —           —           —     
  

 

 

    

 

 

    

 

 

 
  169      162      7   
  

 

 

    

 

 

    

 

 

 
  458,137      447,386      10,751   
  

 

 

    

 

 

    

 

 

 

Mortgage loans and mortgage loans under forward purchase agreements at fair value:

Current through 89 days delinquent

  1,170,918      1,506,176      (335,258

90 or more days delinquent (1)

Not in foreclosure

  738,043      1,190,403      (452,360

In foreclosure

  909,484      1,493,643      (584,159
  

 

 

    

 

 

    

 

 

 
  1,647,527      2,684,047      (1,036,520
  

 

 

    

 

 

    

 

 

 
  2,818,445      4,190,222      (1,371,777
  

 

 

    

 

 

    

 

 

 
$ 3,276,582    $ 4,637,608    $ (1,361,026
  

 

 

    

 

 

    

 

 

 

 

(1) Loans delinquent 90 or more days are placed on nonaccrual status and previously accrued interest is reversed.
Summary of Changes in Fair Value Included in Current Period Income

Following are the changes in fair value included in current period income by consolidated statement of income line item for financial statement items accounted for under the fair value option:

 

     Year ended December 31, 2014  
     Net gain on
    mortgage    
loans
acquired for
sale
    Net
    interest    
income
    Net gain
on
    investments    
    Net loan
    servicing    
fees
    Total  
     (in thousands)  

Assets:

          

Short-term investments

   $ —        $ —        $ —        $ —        $ —     

Mortgage-backed securities at fair value

     —          357        10,416        —          10,773   

Mortgage loans acquired for sale at fair value

     100,213        —          —          —          100,213   

Mortgage loans at fair value

     —          1,848        242,449        —          244,297   

Mortgage loans under forward purchase

             —     

agreements at fair value

     —          —          803        —          803   

Excess servicing spread at fair value

     —          —          (20,834     —          (20,834

Mortgage servicing rights at fair value

     —          —          —          (16,648     (16,648
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ 100,213    $ 2,205    $ 232,834    $ (16,648 $ 318,604   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Asset-backed secured financing at fair value

$ —      $ (617 $ (8,459 $ —      $ (9,076
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ —      $ (617 $ (8,459 $ —      $ (9,076
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Year ended December 31, 2013  
     Net gain on
    mortgage    
loans
acquired for
sale
    Net
    interest    
income
    Net gain
on
    investments    
    Net loan
    servicing    
fees
    Total  
     (in thousands)  

Assets:

          

Short-term investments

   $ —        $ —        $ —        $ —        $ —     

Mortgage-backed securities at fair value

     —          46        (3,946     —          (3,900

Mortgage loans acquired for sale at fair value

     (30,696     —          —          —          (30,696

Mortgage loans at fair value

     —          232        191,356        —          191,588   

Agency debt securities

     —          —          1,725        —          1,725   

Mortgage loans under forward purchase agreements at fair value

     —          —          11,720        —          11,720   

Excess servicing spread at fair value

     —          —          2,423        —          2,423   

Mortgage servicing rights at fair value

     —          —          —          616        616   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ (30,696 $ 278    $ 203,278    $ 616    $ 173,476   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Asset-backed secured financing at fair value

$ —      $ (92 $ 2,279    $ —      $ 2,187   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ —      $ (92 $ 2,279    $ —      $ 2,187   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Year ended December 31, 2012  
     Net gain on
    mortgage    
loans
acquired for
sale
     Net
    interest    
income
     Net gain
on
    investments    
     Net loan
    servicing    
fees
    Total  
     (in thousands)  

Assets:

             

Short-term investments

   $ —         $ —         $ —         $ —        $ —     

Mortgage-backed securities at fair value

     —           142         2,925         —          3,067   

Mortgage loans acquired for sale at fair value

     188,055         —           —           —          188,055   

Mortgage loans at fair value

     —           —           95,615         —          95,615   

Agency debt securities

     —           —           —           —          —     

Mortgage loans under forward purchase agreements at fair value

     —           —           9,687         —          9,687   

Excess servicing spread at fair value

     —           —           —           —          —     

Mortgage servicing rights at fair value

     —           —           —           (852     (852
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ 188,055       $ 142       $ 108,227       $ (852   $ 295,572   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Liabilities:

             

Asset-backed secured financing at fair value

   $ —         $ —         $ —         $ —        $ —     
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ —         $ —         $ —         $ —        $ —     
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
Summary of Financial Statement Items Measured at Fair Value on Nonrecurring Basis

Following is a summary of financial statement items that are measured at fair value on a nonrecurring basis:

 

     December 31, 2014  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Real estate asset acquired in settlement of loans

   $ —         $ —         $ 157,203       $ 157,203   

Mortgage servicing rights at lower of amortized cost or fair value

     —           —           91,990         91,990   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ —         $ —         $ 249,193       $ 249,193   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2013  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Real estate asset acquired in settlement of loans

   $ —         $ —         $ 63,043       $ 63,043   

Real estate asset acquired in settlement of loans under forward purchase agreements

     —           —           7,760         7,760   

Mortgage servicing rights at lower of amortized cost or fair value

     —           —           184,067         184,067   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ —         $ —         $ 254,870       $ 254,870   
  

 

 

    

 

 

    

 

 

    

 

 

 
Summary of Total Gains (Losses) Recognized on Assets Measured at Fair Values on Nonrecurring Basis

The following table summarizes the total gains (losses) recognized during the year on assets measured at fair values on a nonrecurring basis held at year-end:

 

     Year ended December 31,  
     2014      2013  
     (in thousands)  

Real estate asset acquired in settlement of loans

   $ (24,896    $ (11,856

Real estate asset acquired in settlement of loans under forward purchase agreements

   $ —         $ (86

Mortgage servicing rights at lower of amortized cost or fair value

     (5,138      4,970   
  

 

 

    

 

 

 
$ (30,034 $ (6,972
  

 

 

    

 

 

 
Quantitative Summary of Key Inputs Used in Valuation of Mortgage Loans and Mortgage Loans Under Forward Purchase Agreements at Fair Value

Following is a quantitative summary of key inputs used in the valuation of mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value:

 

Key inputs

   December 31, 2014    December 31, 2013

Mortgage loans at fair value

     

Discount rate

     

Range

   2.3% – 15.0%    8.7% – 16.9%

Weighted average

   7.7%    12.7%

Twelve-month projected housing price index change

     

Range

   4.0% – 5.3%    2.5% – 4.3%

Weighted average

   4.8%    3.7%

Prepayment speed (1)

     

Range

   0.0% – 6.5%    0.0% – 3.9%

Weighted average

   3.1%    2.0%

Total prepayment speed (2)

     

Range

   0.0% – 27.9%    0.3% – 33.9%

Weighted average

   21.6%    24.3%

Mortgage loans under forward purchase agreements

     

Discount rate

     

Range

   —      9.5% – 13.5%

Weighted average

   —      11.9%

Twelve-month projected housing price index change

     

Range

   —      3.3% – 4.2%

Weighted average

   —      3.8%

Prepayment speed (1)

     

Range

   —      1.1% – 2.9%

Weighted average

   —      2.2%

Total prepayment speed (2)

     

Range

   —      13.4% – 27.9%

Weighted average

   —      22.8%

 

(1) Prepayment speed is measured using Life Voluntary Conditional Prepayment Rate (“CPR”).
(2) Total prepayment speed is measured using Life Total CPR.
Summary of Key Inputs Used in Determining Fair Value of ESS

Following are the key inputs used in determining the fair value of ESS:

 

Key inputs

   December 31, 2014    December 31, 2013

Unpaid principal balance of underlying mortgage loans (in thousands)

   $28,227,340    $20,512,659

Average servicing fee rate (in basis points)

   31    32

Average ESS rate (in basis points)

   16    16

Pricing spread (1)

     

Range

   1.7% – 12.0%    2.8% – 14.4%

Weighted average

   5.3%    5.4%

Life (in years)

     

Range

   0.4 – 7.3    0.9 – 8.0

Weighted average

   5.8    6.1

Annual total prepayment speed (2)

     

Range

   7.6% – 74.6%    7.7% – 48.6%

Weighted average

   11.2%    9.7%

 

(1) Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar London Interbank Offered Rate (“LIBOR”) curve for purposes of discounting cash flows relating to ESS.
(2) Prepayment speed is measured using Life Total CPR.
Quantitative Summary of Key Unobservable Inputs Used in Valuation of Interest Rate Lock Commitments

Following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs:

 

Key inputs

   December 31, 2014    December 31, 2013

Pull-through rate

     

Range

   65.0% – 98.0%    64.8% – 98.0%

Weighted average

   94.9%    86.4%

MSR value expressed as:

     

Servicing fee multiple

     

Range

   0.7 – 5.2    1.4 – 5.1

Weighted average

   4.3    4.1

Percentage of unpaid principal balance

     

Range

   0.2% – 1.3%    0.4% – 1.3%

Weighted average

   1.1%    1.0%
Key Assumptions Used in Determining Fair Value of MSRs at Time of Initial Recognition

Following are the key inputs used in determining the fair value of MSRs at the time of initial recognition:

 

     Year ended December 31,
     2014    2013    2012

Key inputs

   Amortized cost    Fair value    Amortized cost    Fair value    Amortized cost    Fair value
     (MSR recognized and unpaid principal balance of underlying loan amounts in thousands)

MSR recognized

   $73,640    $47,693    $159,961    $23,071    $133,159    $1,508

Unpaid principal balance of underlying mortgage loans

   $6,800,637    $4,573,369    $13,343,793    $2,148,185    $12,254,751    $161,153

Weighted-average annual servicing fee rate (in basis points)

   25    25    26    26    26    26

Pricing spread (1)

                 

Range

   6.3% – 17.5%    8.5% – 14.3%    5.4% – 17.5%    7.4% – 14.4%    7.5% – 22.8%    7.5% – 16.5%

Weighted average

   8.6%    9.1%    6.7%    8.2%    7.5%    7.9%

Life (in years)

                 

Range

   1.1 – 7.3    1.6 – 7.3    1.3 – 7.3    2.7 – 7.3    1.9 – 7.0    2.4 – 7.0

Weighted average

   6.4    7.1    6.4    6.9    6.4    6.1

Annual total prepayment speed (2)

                 

Range

   7.6% – 56.4%    8.0% – 42.7%    7.6% – 51.8%    7.9% – 27.0%    6.7% – 45.0%    7.9% – 51.5%

Weighted average

   9.6%    9.7%    9.1%    10.0%    9.1%    12.7%

Annual per-loan cost of servicing

                 

Range

   $59 – $140    $59 – $140    $68 – $140    $68 – $68    $68 – $140    $68 – $140

Weighted average

   $69    $68    $68    $68    $68    $74

 

(1) Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans.
(2) Prepayment speed is measured using Life Total CPR.
Quantitative Summary of Key Assumptions Used in Valuation of MSRs as of Dates Presented, and Effect on Estimated Fair Value from Adverse Changes in Those Assumptions

Following is a quantitative summary of key inputs used in the valuation of MSRs as of the dates presented, and the effect on the fair value from adverse changes in those assumptions (weighted averages are based upon unpaid principal balance or fair value where applicable):

 

     December 31, 2014    December 31, 2013
     Amortized cost    Fair value    Amortized cost    Fair value
     (Carrying value, unpaid principal balance and effect on fair value amounts in
thousands)

Carrying value

   $300,422    $57,358    $264,120    $26,452

Key inputs:

           

Unpaid principal balance of underlying mortgage loans

   $28,006,797    $6,278,676    $23,399,612    $2,393,321

Weighted-average annual servicing fee rate (in basis points)

   26    25    26    26

Weighted-average note interest rate

   3.80%    4.78%    3.68%    4.78%

Pricing spread (1)(2)

           

Range

   6.3% – 17.5%    8.1% – 16.3%    6.3% – 17.5%    7.3% – 15.3%

Weighted average

   7.9%    10.3%    6.7%    8.6%

Effect on fair value of a:

           

5% adverse change

   $(5,801)    $(937)    $(5,490)    $(488)

10% adverse change

   $(11,410)    $(1,845)    $(10,791)    $(959)

20% adverse change

   $(22,086)    $(3,577)    $(20,861)    $(1,855)

Weighted average life (in years)

           

Range

   1.8 – 7.2    1.8 – 7.2    1.3 – 7.3    2.8 – 7.3

Weighted average

   6.4    6.7    6.7    7.2

Prepayment speed (1)(3)

           

Range

   7.8% – 47.9%    8.0% – 39.6%    7.7% – 51.9%    8.0% – 20.0%

Weighted average

   8.8%    11.4%    8.2%    8.9%

Effect on fair value of a:

           

5% adverse change

   $(6,166)    $(1,430)    $(5,467)    $(568)

10% adverse change

   $(12,138)    $(2,803)    $(10,765)    $(1,117)

20% adverse change

   $(23,532)    $(5,394)    $(20,886)    $(2,160)

Annual per-loan cost of servicing (1)

           

Range

   $62 – $134    $62 – $134    $68 – $140    $68 – $140

Weighted average

   $62    $62    $68    $68

Effect on fair value of a:

           

5% adverse change

   $(1,807)    $(334)    $(1,695)    $(158)

10% adverse change

   $(3,614)    $(668)    $(3,390)    $(316)

20% adverse change

   $(7,228)    $(1,337)    $(6,780)    $(633)

 

(1) The effect on value of an adverse change in one of the above-mentioned key inputs may result in recognition of MSR impairment. The extent of impairment recognized will depend on the relationship of fair value to the carrying value of MSRs.
(2) Pricing spread represents a margin that is added to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans and purchased MSRs not backed by pools of distressed mortgage loans.
(3) Prepayment speed is measured using Life Total CPR.
XML 64 R67.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Company's Outstanding Contractual Loan Commitments

The following table summarizes the Company’s outstanding contractual loan commitments:

 

     December 31, 2014  
     (in thousands)  

Commitments to purchase mortgage loans:

  

Mortgage loans acquired for sale at fair value

   $ 695,488   

Mortgage loans at fair value

   $ 310,160   
XML 65 R158.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segments and Related Information - Financial Highlights by Operating Segment (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Net investment income:                      
Net gain on mortgage loans acquired for sale                 $ 35,647us-gaap_GainLossOnSalesOfLoansNet $ 98,669us-gaap_GainLossOnSalesOfLoansNet $ 147,675us-gaap_GainLossOnSalesOfLoansNet
Net gain on investments                 201,809us-gaap_GainLossOnInvestments 207,758us-gaap_GainLossOnInvestments 103,649us-gaap_GainLossOnInvestments
Interest income                 172,348us-gaap_InterestIncomeOperating 122,862us-gaap_InterestIncomeOperating 72,441us-gaap_InterestIncomeOperating
Interest expense                 (85,589)us-gaap_InterestExpense (65,222)us-gaap_InterestExpense (31,642)us-gaap_InterestExpense
Net interest income                 86,759us-gaap_InterestIncomeExpenseNet 57,640us-gaap_InterestIncomeExpenseNet 40,799us-gaap_InterestIncomeExpenseNet
Net loan servicing fees                 37,893us-gaap_ServicingFeesNet 32,791us-gaap_ServicingFeesNet (754)us-gaap_ServicingFeesNet
Other investment (loss) income                 (5,367)us-gaap_OtherOperatingIncome 8,660us-gaap_OtherOperatingIncome 12,157us-gaap_OtherOperatingIncome
Net investment income 53,059us-gaap_Revenues 106,530us-gaap_Revenues 120,556us-gaap_Revenues 76,595us-gaap_Revenues 96,087us-gaap_Revenues 86,062us-gaap_Revenues 115,553us-gaap_Revenues 107,816us-gaap_Revenues 356,741us-gaap_Revenues 405,518us-gaap_Revenues 303,526us-gaap_Revenues
Expenses:                      
Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.                 136,276pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate 151,535pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate 93,950pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
Other                 41,001us-gaap_OtherCostAndExpenseOperating 39,348us-gaap_OtherCostAndExpenseOperating 22,754us-gaap_OtherCostAndExpenseOperating
Total expenses                 177,277us-gaap_OperatingExpenses 190,883us-gaap_OperatingExpenses 116,704us-gaap_OperatingExpenses
Income before provision for income taxes                 179,464us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest 214,635us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest 186,822us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
Total assets at period end 4,904,296us-gaap_Assets 4,604,813us-gaap_Assets 4,869,745us-gaap_Assets 4,227,537us-gaap_Assets 4,310,917us-gaap_Assets 4,249,231us-gaap_Assets 3,443,384us-gaap_Assets 2,927,160us-gaap_Assets 4,904,296us-gaap_Assets 4,310,917us-gaap_Assets 2,559,663us-gaap_Assets
Operating segments [Member] | Correspondent production [Member]                      
Net investment income:                      
Net gain on mortgage loans acquired for sale                 35,647us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
98,669us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
147,675us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Net gain on investments                 0us-gaap_GainLossOnInvestments
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
0us-gaap_GainLossOnInvestments
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
0us-gaap_GainLossOnInvestments
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Interest income                 24,022us-gaap_InterestIncomeOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
33,727us-gaap_InterestIncomeOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
19,733us-gaap_InterestIncomeOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Interest expense                 (15,899)us-gaap_InterestExpense
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
(26,808)us-gaap_InterestExpense
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
(11,289)us-gaap_InterestExpense
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Net interest income                 8,123us-gaap_InterestIncomeExpenseNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
6,919us-gaap_InterestIncomeExpenseNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
8,444us-gaap_InterestIncomeExpenseNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Net loan servicing fees                 0us-gaap_ServicingFeesNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
0us-gaap_ServicingFeesNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
0us-gaap_ServicingFeesNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Other investment (loss) income                 18,290us-gaap_OtherOperatingIncome
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
17,715us-gaap_OtherOperatingIncome
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
10,545us-gaap_OtherOperatingIncome
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Net investment income                 62,060us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
123,303us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
166,664us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Expenses:                      
Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.                 49,872pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
78,552pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
64,912pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Other                 3,357us-gaap_OtherCostAndExpenseOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
861us-gaap_OtherCostAndExpenseOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
1,253us-gaap_OtherCostAndExpenseOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Total expenses                 53,229us-gaap_OperatingExpenses
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
79,413us-gaap_OperatingExpenses
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
66,165us-gaap_OperatingExpenses
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Income before provision for income taxes                 8,831us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
43,890us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
100,499us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Total assets at period end 654,476us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
      472,089us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
      654,476us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
472,089us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
1,004,399us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_CorrespondentProductionMember
Operating segments [Member] | Investment activities [Member]                      
Net investment income:                      
Net gain on mortgage loans acquired for sale                 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Net gain on investments                 201,809us-gaap_GainLossOnInvestments
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
207,758us-gaap_GainLossOnInvestments
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
103,649us-gaap_GainLossOnInvestments
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Interest income                 150,714us-gaap_InterestIncomeOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
94,435us-gaap_InterestIncomeOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
52,796us-gaap_InterestIncomeOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Interest expense                 (72,078)us-gaap_InterestExpense
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
(43,714)us-gaap_InterestExpense
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
(20,441)us-gaap_InterestExpense
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Net interest income                 78,636us-gaap_InterestIncomeExpenseNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
50,721us-gaap_InterestIncomeExpenseNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
32,355us-gaap_InterestIncomeExpenseNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Net loan servicing fees                 37,893us-gaap_ServicingFeesNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
32,791us-gaap_ServicingFeesNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
(754)us-gaap_ServicingFeesNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Other investment (loss) income                 (23,657)us-gaap_OtherOperatingIncome
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
(9,055)us-gaap_OtherOperatingIncome
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
1,612us-gaap_OtherOperatingIncome
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Net investment income                 294,681us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
282,215us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
136,862us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Expenses:                      
Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.                 86,404pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
69,699pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
29,038pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Other                 37,644us-gaap_OtherCostAndExpenseOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
38,487us-gaap_OtherCostAndExpenseOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
21,501us-gaap_OtherCostAndExpenseOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Total expenses                 124,048us-gaap_OperatingExpenses
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
108,186us-gaap_OperatingExpenses
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
50,539us-gaap_OperatingExpenses
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Income before provision for income taxes                 170,633us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
174,029us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
86,323us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Total assets at period end 4,249,820us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
      3,838,828us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
      4,249,820us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
3,838,828us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
1,555,264us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= pmt_InvestmentActivitiesMember
Intersegment elimination & other [Member]                      
Net investment income:                      
Net gain on mortgage loans acquired for sale                 0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_GainLossOnSalesOfLoansNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Net gain on investments                 0us-gaap_GainLossOnInvestments
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_GainLossOnInvestments
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_GainLossOnInvestments
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Interest income                 (2,388)us-gaap_InterestIncomeOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
(5,300)us-gaap_InterestIncomeOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
(88)us-gaap_InterestIncomeOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Interest expense                 2,388us-gaap_InterestExpense
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
5,300us-gaap_InterestExpense
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
88us-gaap_InterestExpense
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Net interest income                 0us-gaap_InterestIncomeExpenseNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_InterestIncomeExpenseNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_InterestIncomeExpenseNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Net loan servicing fees                 0us-gaap_ServicingFeesNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_ServicingFeesNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_ServicingFeesNet
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Other investment (loss) income                 0us-gaap_OtherOperatingIncome
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_OtherOperatingIncome
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_OtherOperatingIncome
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Net investment income                 0us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Expenses:                      
Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.                 0pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
3,284pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0pmt_LoanFulfillmentServicingAndManagementFeesPayableToAffiliate
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Other                 0us-gaap_OtherCostAndExpenseOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_OtherCostAndExpenseOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_OtherCostAndExpenseOperating
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Total expenses                 0us-gaap_OperatingExpenses
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
3,284us-gaap_OperatingExpenses
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_OperatingExpenses
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Income before provision for income taxes                 0us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
(3,284)us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
0us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
Total assets at period end $ 0us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
      $ 0us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
      $ 0us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
$ 0us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
$ 0us-gaap_Assets
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
XML 66 R111.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Quantitative Summary of Key Assumptions Used in Valuation of MSRs as of Dates Presented, and Effect on Estimated Fair Value from Adverse Changes in Those Assumptions (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Carrying value, Amortized cost $ 300,422us-gaap_ServicingAssetAtAmortizedValue $ 264,120us-gaap_ServicingAssetAtAmortizedValue $ 125,430us-gaap_ServicingAssetAtAmortizedValue  
Unpaid principal balance of underlying mortgage loans, Amortized cost 28,006,797pmt_AmortizedCostUnpaidPrincipalBalanceOfUnderlyingLoansPeriodEnd 23,399,612pmt_AmortizedCostUnpaidPrincipalBalanceOfUnderlyingLoansPeriodEnd    
Weighted-average annual servicing fee rate (in basis points), Amortized cost 0.26%pmt_WeightedAverageServicingFeeRateAmortizedCost 0.26%pmt_WeightedAverageServicingFeeRateAmortizedCost    
Weighted-average note interest rate, Amortized cost 3.80%pmt_AmortizedCostWeightedAverageCouponInterestRate 3.68%pmt_AmortizedCostWeightedAverageCouponInterestRate    
Balance at end of period 57,358us-gaap_ServicingAssetAtFairValueAmount 26,452us-gaap_ServicingAssetAtFairValueAmount 1,346us-gaap_ServicingAssetAtFairValueAmount 749us-gaap_ServicingAssetAtFairValueAmount
Unpaid principal balance of underlying mortgage loans, Fair Value 6,278,676pmt_FairValueUnpaidPrincipalOfUnderlyingLoansBalance 2,393,321pmt_FairValueUnpaidPrincipalOfUnderlyingLoansBalance    
Weighted-average annual servicing fee rate (in basis points), Fair value input 0.25%pmt_ServicesFeeAnnualRate 0.26%pmt_ServicesFeeAnnualRate 0.26%pmt_ServicesFeeAnnualRate  
Weighted-average note interest rate, Fair value 4.78%pmt_FairValueWeightedAverageCouponInterestRate 4.78%pmt_FairValueWeightedAverageCouponInterestRate    
Pricing spread [Member] | Effect on value of 5% adverse change [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized Cost, Annual per-loan cost of servicing (5,801)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
(5,490)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
   
Effect on value of percentage adverse change, Fair value input (937)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
(488)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
   
Pricing spread [Member] | Effect on value of 10% adverse change [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized Cost, Annual per-loan cost of servicing (11,410)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
(10,791)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
   
Effect on value of percentage adverse change, Fair value input (1,845)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
(959)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
   
Pricing spread [Member] | Effect on value of 20% adverse change [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized Cost, Annual per-loan cost of servicing (22,086)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
(20,861)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
   
Effect on value of percentage adverse change, Fair value input (3,577)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
(1,855)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPricingSpreadMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
   
Prepayment speed [Member] | Effect on value of 5% adverse change [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized Cost, Annual per-loan cost of servicing (6,166)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
(5,467)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
   
Effect on value of percentage adverse change, Fair value input (1,430)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
(568)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
   
Prepayment speed [Member] | Effect on value of 10% adverse change [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized Cost, Annual per-loan cost of servicing (12,138)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
(10,765)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
   
Effect on value of percentage adverse change, Fair value input (2,803)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
(1,117)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
   
Prepayment speed [Member] | Effect on value of 20% adverse change [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized Cost, Annual per-loan cost of servicing (23,532)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
(20,886)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
   
Effect on value of percentage adverse change, Fair value input (5,394)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
(2,160)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputPrepaymentSpeedMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
   
Cost of servicing [Member] | Effect on value of 5% adverse change [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized Cost, Annual per-loan cost of servicing (1,807)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
(1,695)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
   
Effect on value of percentage adverse change, Fair value input (334)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
(158)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfFivePercentageAdverseChangeMember
   
Cost of servicing [Member] | Effect on value of 10% adverse change [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized Cost, Annual per-loan cost of servicing (3,614)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
(3,390)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
   
Effect on value of percentage adverse change, Fair value input (668)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
(316)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTenPercentageAdverseChangeMember
   
Cost of servicing [Member] | Effect on value of 20% adverse change [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized Cost, Annual per-loan cost of servicing (7,228)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
(6,780)pmt_AmortizedCostEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
   
Effect on value of percentage adverse change, Fair value input (1,337)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
(633)pmt_FairValueInputEffectOnValueOfPercentageAdverseChange
/ us-gaap_FairValueByMeasurementFrequencyAxis
= pmt_FairValueInputCostOfServicingMember
/ us-gaap_FairValueConcentrationOfRiskDisclosureItemsAxis
= pmt_EffectOnValueOfTwentyPercentageAdverseChangeMember
   
Minimum [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized cost, Pricing spread 6.30%pmt_AmortizedCostPricingSpread
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
6.30%pmt_AmortizedCostPricingSpread
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
   
Amortized cost, Weighted average life (in years) 1 year 9 months 18 days 1 year 3 months 18 days    
Amortized cost, Prepayment speed 7.80%pmt_AmortizedCostAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.70%pmt_AmortizedCostAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
   
Amortized cost, Annual per- loan cost of servicing 62pmt_AmortizedCostAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
68pmt_AmortizedCostAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
   
Estimated fair value inputs, Pricing spread 8.10%pmt_FairValueInputsPricingSpread
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.30%pmt_FairValueInputsPricingSpread
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
   
Estimated fair value inputs, Prepayment speed 8.00%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
8.00%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
   
Estimated fair value inputs, Annual per-loan cost of servicing 62pmt_FairValueInputsAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
68pmt_FairValueInputsAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
   
Minimum [Member] | Mortgage service rights [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Estimated fair value inputs, Weighted average life (in years) 1 year 9 months 18 days 2 years 9 months 18 days    
Maximum [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized cost, Pricing spread 17.50%pmt_AmortizedCostPricingSpread
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
17.50%pmt_AmortizedCostPricingSpread
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Amortized cost, Weighted average life (in years) 7 years 2 months 12 days 7 years 3 months 18 days    
Amortized cost, Prepayment speed 47.90%pmt_AmortizedCostAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
51.90%pmt_AmortizedCostAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Amortized cost, Annual per- loan cost of servicing 134pmt_AmortizedCostAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
140pmt_AmortizedCostAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Estimated fair value inputs, Pricing spread 16.30%pmt_FairValueInputsPricingSpread
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
15.30%pmt_FairValueInputsPricingSpread
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Estimated fair value inputs, Prepayment speed 39.60%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
20.00%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Estimated fair value inputs, Annual per-loan cost of servicing 134pmt_FairValueInputsAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
140pmt_FairValueInputsAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Maximum [Member] | Mortgage service rights [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Estimated fair value inputs, Weighted average life (in years) 7 years 2 months 12 days 7 years 3 months 18 days    
Weighted average [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Amortized cost, Pricing spread 7.90%pmt_AmortizedCostPricingSpread
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
6.70%pmt_AmortizedCostPricingSpread
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
   
Amortized cost, Weighted average life (in years) 6 years 4 months 24 days 6 years 8 months 12 days    
Amortized cost, Prepayment speed 8.80%pmt_AmortizedCostAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
8.20%pmt_AmortizedCostAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
   
Amortized cost, Annual per- loan cost of servicing 62pmt_AmortizedCostAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
68pmt_AmortizedCostAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
   
Estimated fair value inputs, Pricing spread 10.30%pmt_FairValueInputsPricingSpread
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
8.60%pmt_FairValueInputsPricingSpread
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
   
Estimated fair value inputs, Prepayment speed 11.40%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
8.90%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
   
Estimated fair value inputs, Annual per-loan cost of servicing $ 62pmt_FairValueInputsAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
$ 68pmt_FairValueInputsAnnualPerLoanCostOfServicing
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
   
Weighted average [Member] | Mortgage service rights [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Estimated fair value inputs, Weighted average life (in years) 6 years 8 months 12 days 7 years 2 months 12 days    
XML 67 R151.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes - Summary of Company's Income Tax Expense (Benefit) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Current expense (benefit):      
Federal $ 352us-gaap_CurrentFederalTaxExpenseBenefit $ (10,014)us-gaap_CurrentFederalTaxExpenseBenefit $ 4,760us-gaap_CurrentFederalTaxExpenseBenefit
State 104us-gaap_CurrentStateAndLocalTaxExpenseBenefit (2,232)us-gaap_CurrentStateAndLocalTaxExpenseBenefit 1,686us-gaap_CurrentStateAndLocalTaxExpenseBenefit
Total current expense (benefit) 456us-gaap_CurrentIncomeTaxExpenseBenefit (12,246)us-gaap_CurrentIncomeTaxExpenseBenefit 6,446us-gaap_CurrentIncomeTaxExpenseBenefit
Deferred (benefit) expense:      
Federal (10,232)us-gaap_DeferredFederalIncomeTaxExpenseBenefit 20,737us-gaap_DeferredFederalIncomeTaxExpenseBenefit 31,266us-gaap_DeferredFederalIncomeTaxExpenseBenefit
State (5,304)us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit 5,954us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit 10,861us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit
Total deferred (benefit) expense (15,536)us-gaap_DeferredIncomeTaxExpenseBenefit 26,691us-gaap_DeferredIncomeTaxExpenseBenefit 42,127us-gaap_DeferredIncomeTaxExpenseBenefit
(Benefit) provision for income taxes $ (15,080)us-gaap_IncomeTaxExpenseBenefit $ 14,445us-gaap_IncomeTaxExpenseBenefit $ 48,573us-gaap_IncomeTaxExpenseBenefit
XML 68 R61.htm IDEA: XBRL DOCUMENT v2.4.1.9
Assets Sold Under Agreements to Repurchase (Tables)
12 Months Ended
Dec. 31, 2014
Summary of Financial Information Relating to Assets Sold under Agreements to Repurchase

Following is a summary of financial information relating to assets sold under agreements to repurchase:

 

     Year ending December 31,  
     2014     2013     2012  
     (dollars in thousands)  

During the year:

      

Weighted-average interest rate (1)

     2.12     2.43     2.77

Average balance

   $ 2,311,273      $ 1,552,912      $ 805,461   

Total interest expense

   $ 58,304      $ 47,790      $ 28,025   

Maximum daily amount outstanding

   $ 3,203,989      $ 3,124,616      $ 1,684,712   

At year end:

      

Balance

   $ 2,730,130      $ 2,039,605      $ 1,256,102   

Weighted-average stated interest rate

     2.32     2.29     3.02

Available borrowing capacity:

      

Committed

   $ 652,360      $ 1,467,138      $ 643,898   

Uncommitted

     695,000        150,000        350,000   
  

 

 

   

 

 

   

 

 

 
$ 1,347,360    $ 1,617,138    $ 993,898   
  

 

 

   

 

 

   

 

 

 

Margin deposits placed with counterparties

$ 5,579    $ 3,201    $ 4,468   

Fair value of assets securing agreements to repurchase:

Mortgage-backed securities

$ 307,363    $ 197,401    $ —     

Mortgage loans acquired for sale at fair value

  609,608      454,210      972,079   

Mortgage loans at fair value

  2,543,242      2,315,313      949,060   

Real estate acquired in settlement of loans

  150,649      89,404      23,834   
  

 

 

   

 

 

   

 

 

 
$ 3,610,862    $ 3,056,328    $ 1,944,973   
  

 

 

   

 

 

   

 

 

 

 

(1) Excludes the amortization of commitment fees and issuance costs of $9.4 million, $10.0 million, and $5.5 million for the years ended December 31, 2014, 2013, and 2012, respectively.
Summary of Maturities of Outstanding Assets Sold under Agreements to Repurchase by Maturity Date

Following is a summary of maturities of outstanding assets sold under agreements to repurchase by maturity date:

 

Remaining Maturity at December 31, 2014

   Balance  
     (in thousands)  

Within 30 days

   $ 493,560   

Over 30 to 90 days

     508,083   

Over 90 days to 180 days

     —     

Over 180 days to 1 year

     1,613,709   

Over 1 year to 2 years

     114,778   
  

 

 

 
$ 2,730,130   
  

 

 

 

Weighted average maturity (in months)

  6.9   
Securities sold under agreements to repurchase at fair value [Member]  
Summary of Assets Sold under Agreements to Repurchase by Counterparty

Securities sold under agreements to repurchase

 

Counterparty

   Amount at risk      Maturity
     (in thousands)       

Citibank, N.A.

   $ 332       January 2, 2015

Credit Suisse First Boston Mortgage Capital LLC

   $ 7,078       January 23, 2015

Bank of America, N.A.

   $ 2,512       February 17, 2015

Daiwa Capital Markets America Inc.

   $ 6,442       February 1, 2015
Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase [Member]  
Summary of Assets Sold under Agreements to Repurchase by Counterparty

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) and maturity information relating to the Company’s assets sold under agreements to repurchase is summarized by counterparty below as of December 31, 2014:

Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase

 

Counterparty

   Amount at risk      Mortgage loans acquired for sale
weighted-average
repurchase agreement maturity 
   Facility maturity
     (in thousands)            

Citibank, N.A.

   $ 417,059       —      September 7, 2015

Credit Suisse First Boston Mortgage Capital LLC

   $ 294,288       May 9, 2015    October 30, 2015

The Royal Bank of Scotland Group

   $ 101,255       —      February 17, 2015

Bank of America, N.A.

   $ 39,447       March 17, 2015    January 30, 2015

Morgan Stanley

   $ 9,799       February 22, 2015    December 17, 2015
XML 69 R47.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risks (Tables)
12 Months Ended
Dec. 31, 2014
Risks and Uncertainties [Abstract]  
Fair Value of Mortgage Loans and REO Purchased (Including Purchases under Forward Purchase Agreements) Portion Representing Assets Purchased

A substantial portion of the distressed mortgage loans and REO purchased by the Company in prior years has been acquired from or through one or more subsidiaries of Citigroup Inc. The following tables present purchases for the Company’s investment portfolio of mortgage loans and REO (including purchases under forward purchase agreements), and the portion thereof representing assets purchased from or through one or more subsidiaries of Citigroup Inc.:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Investment portfolio purchases:

        

Mortgage loans

   $ 557,432       $ 1,309,767       $ 542,766   

REO

     3,117         120         297   
  

 

 

    

 

 

    

 

 

 
$ 560,549    $ 1,309,887    $ 543,063   
  

 

 

    

 

 

    

 

 

 

Investment portfolio purchases above through one or more subsidiaries of Citigroup Inc.:

Mortgage loans

$ 26,737    $ 443,154    $ 504,710   

REO

  68      38      48   
  

 

 

    

 

 

    

 

 

 
$ 26,805    $ 443,192    $ 504,758   
  

 

 

    

 

 

    

 

 

 

Following is a summary of the Company’s holdings of assets purchased through one or more subsidiaries of Citigroup Inc.:

 

     December 31,      December 31,  
     2014      2013  
     (in thousands)  

Mortgage loans at fair value

   $ 943,163       $ 1,138,131   

Mortgage loans under forward purchase agreements at fair value

     —           218,128   

REO

     108,302         84,726   

REO under forward purchase agreements

     —           8,705   
  

 

 

    

 

 

 
$ 1,051,465    $ 1,449,690   
  

 

 

    

 

 

 

Total holdings of mortgage loans and REO

$ 3,030,180    $ 2,966,525   
  

 

 

    

 

 

 
Consolidated Statements of Income and Cash Flows

As a result of recognizing these assets, the Company’s consolidated statements of income and cash flows for the periods presented include the following amounts related to the forward purchase agreements:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Statements of income:

        

Interest income

   $ 3,584       $ 3,659       $ 996   

Interest expense

   $ 2,363       $ 3,707       $ 2,396   

Net gain on investments

   $ 803       $ 11,720       $ 9,293   

Net loan servicing fees

   $ 516       $ 852       $ 1,011   

Results of REO

   $ (473    $ (20    $ 1,870   

Statements of cash flows:

        

Repayments of mortgage loans

   $ 6,413       $ 15,319       $ 14,292   

Sales of REO

   $ 5,365       $ 651       $ 9,912   

Repayments of borrowings under forward purchase agreements

   $ (227,866    $ (27,070    $ (157,166
XML 70 R9.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risks
12 Months Ended
Dec. 31, 2014
Risks and Uncertainties [Abstract]  
Concentration of Risks

Note 2—Concentration of Risks

As discussed in Note 1—Organization and Basis of Presentation above, PMT’s operations and investing activities are centered in mortgage-related assets, a substantial portion of which are distressed at acquisition. Many of the mortgage loans in its targeted asset class are purchased at discounts reflecting their distressed state or perceived higher risk of default, as well as a greater likelihood of collateral documentation deficiencies.

 

Because of the Company’s investment focus, PMT is exposed, to a greater extent than traditional mortgage investors, to the risks that borrowers may be in economic distress and/or may have become unemployed, bankrupt or otherwise unable or unwilling to make payments when due, and to the effects of fluctuations in the residential real estate market on the performance of its investments. Factors influencing these risks include, but are not limited to:

 

    changes in the overall economy and unemployment rates and residential real estate values in the markets where the properties securing the Company’s mortgage loans are located;

 

    PCM’s ability to identify and the Servicer’s ability to execute optimal resolutions of problem mortgage loans;

 

    the accuracy of valuation information obtained during the Company’s due diligence activities;

 

    PCM’s ability to effectively model, and to develop appropriate model assumptions that properly anticipate, future outcomes;

 

    the level of government support for problem loan resolution and the effect of current and future proposed and enacted legislative and regulatory changes on the Company’s ability to effect cures or resolutions to distressed loans; and

 

    regulatory, judicial and legislative support of the foreclosure process, and the resulting effect on the Company’s ability to acquire and liquidate the real estate securing its portfolio of distressed mortgage loans in a timely manner or at all.

Due to these uncertainties, there can be no assurance that risk management activities identified and executed on PMT’s behalf will prevent significant losses arising from the Company’s investments in real estate-related assets.

A substantial portion of the distressed mortgage loans and REO purchased by the Company in prior years has been acquired from or through one or more subsidiaries of Citigroup Inc. The following tables present purchases for the Company’s investment portfolio of mortgage loans and REO (including purchases under forward purchase agreements), and the portion thereof representing assets purchased from or through one or more subsidiaries of Citigroup Inc.:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Investment portfolio purchases:

        

Mortgage loans

   $ 557,432       $ 1,309,767       $ 542,766   

REO

     3,117         120         297   
  

 

 

    

 

 

    

 

 

 
$ 560,549    $ 1,309,887    $ 543,063   
  

 

 

    

 

 

    

 

 

 

Investment portfolio purchases above through one or more subsidiaries of Citigroup Inc.:

Mortgage loans

$ 26,737    $ 443,154    $ 504,710   

REO

  68      38      48   
  

 

 

    

 

 

    

 

 

 
$ 26,805    $ 443,192    $ 504,758   
  

 

 

    

 

 

    

 

 

 

Following is a summary of the Company’s holdings of assets purchased through one or more subsidiaries of Citigroup Inc.:

 

     December 31,      December 31,  
     2014      2013  
     (in thousands)  

Mortgage loans at fair value

   $ 943,163       $ 1,138,131   

Mortgage loans under forward purchase agreements at fair value

     —           218,128   

REO

     108,302         84,726   

REO under forward purchase agreements

     —           8,705   
  

 

 

    

 

 

 
$ 1,051,465    $ 1,449,690   
  

 

 

    

 

 

 

Total holdings of mortgage loans and REO

$ 3,030,180    $ 2,966,525   
  

 

 

    

 

 

 

 

Throughout the three-year period ended December 31, 2014, the Company entered into forward purchase agreements with Citigroup Global Markets Realty Corp. (“CGM”), a subsidiary of Citigroup Inc., to purchase certain nonperforming residential mortgage loans and residential real property acquired in settlement of loans (collectively, the “CGM Assets”). The CGM Assets were acquired by CGM from unaffiliated money center banks. The CGM assets were held in a trust subsidiary by CGM pending payment by the Company.

The Company recognized these assets and related obligations as of the dates of the forward purchase agreements and recognized all subsequent income and changes in value relating to such assets. As a result of recognizing these assets, the Company’s consolidated statements of income and cash flows for the periods presented include the following amounts related to the forward purchase agreements:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Statements of income:

        

Interest income

   $ 3,584       $ 3,659       $ 996   

Interest expense

   $ 2,363       $ 3,707       $ 2,396   

Net gain on investments

   $ 803       $ 11,720       $ 9,293   

Net loan servicing fees

   $ 516       $ 852       $ 1,011   

Results of REO

   $ (473    $ (20    $ 1,870   

Statements of cash flows:

        

Repayments of mortgage loans

   $ 6,413       $ 15,319       $ 14,292   

Sales of REO

   $ 5,365       $ 651       $ 9,912   

Repayments of borrowings under forward purchase agreements

   $ (227,866    $ (27,070    $ (157,166

The Company has no other variable interests in the trust entity or other exposure to the creditors of the trust entity that could expose the Company to loss.

XML 71 R139.htm IDEA: XBRL DOCUMENT v2.4.1.9
Borrowings under Forward Purchase Agreements - Summary of Financial Information Relating to Borrowings under Forward Purchase Agreements (Detail) (Borrowings under forward purchase agreement [Member], USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Borrowings under forward purchase agreement [Member]
     
During the year:      
Weighted-average effective interest rate 2.84%pmt_BorrowingsUnderForwardPurchaseAgreementsWeightedAverageEffectiveInterestRateDuringPeriod
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
2.94%pmt_BorrowingsUnderForwardPurchaseAgreementsWeightedAverageEffectiveInterestRateDuringPeriod
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
4.01%pmt_BorrowingsUnderForwardPurchaseAgreementsWeightedAverageEffectiveInterestRateDuringPeriod
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
Weighted-average balance $ 82,056pmt_BorrowingUnderForwardPurchaseAgreementsAverageBalance
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
$ 124,394pmt_BorrowingUnderForwardPurchaseAgreementsAverageBalance
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
$ 58,719pmt_BorrowingUnderForwardPurchaseAgreementsAverageBalance
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
Interest expense 2,364pmt_BorrowingsUnderForwardPurchaseAgreementsValueInterestExpense
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
3,707pmt_BorrowingsUnderForwardPurchaseAgreementsValueInterestExpense
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
2,396pmt_BorrowingsUnderForwardPurchaseAgreementsValueInterestExpense
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
Maximum daily amount outstanding 226,848pmt_BorrowingsUnderForwardPurchaseAgreementsMaximumDailyAmountOutstanding
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
244,047pmt_BorrowingsUnderForwardPurchaseAgreementsMaximumDailyAmountOutstanding
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
152,428pmt_BorrowingsUnderForwardPurchaseAgreementsMaximumDailyAmountOutstanding
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
At period end:      
Balance 0pmt_MortgageLoansAtFairValueSoldUnderAgreementsToRepurchase
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
226,580pmt_MortgageLoansAtFairValueSoldUnderAgreementsToRepurchase
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
0pmt_MortgageLoansAtFairValueSoldUnderAgreementsToRepurchase
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
Interest rate 0.00%pmt_BorrowingsUnderForwardPurchaseAgreementsInterestRatesAtPeriodEnd
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
3.02%pmt_BorrowingsUnderForwardPurchaseAgreementsInterestRatesAtPeriodEnd
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
0.00%pmt_BorrowingsUnderForwardPurchaseAgreementsInterestRatesAtPeriodEnd
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
Fair value of underlying loans and REO $ 0pmt_BorrowingsUnderForwardPurchaseAgreementsSecuringNotePayableAtPeriodEnd
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
$ 226,833pmt_BorrowingsUnderForwardPurchaseAgreementsSecuringNotePayableAtPeriodEnd
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
$ 0pmt_BorrowingsUnderForwardPurchaseAgreementsSecuringNotePayableAtPeriodEnd
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_BorrowingsUnderForwardPurchaseAgreementsMember
XML 72 R116.htm IDEA: XBRL DOCUMENT v2.4.1.9
Derivative Financial Instruments - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]      
Net gains (losses) on derivative financial instruments used as economic hedges $ 11,527us-gaap_DerivativeGainLossOnDerivativeNet $ (1,988)us-gaap_DerivativeGainLossOnDerivativeNet $ 2,123us-gaap_DerivativeGainLossOnDerivativeNet
Mortgage loans acquired for sale at fair value [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Net gains (losses) on derivative financial instruments used as economic hedges (68,700)us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
151,600us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
(51,500)us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
Mortgage service rights [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Net gains (losses) on derivative financial instruments used as economic hedges 11,500us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageServiceRightsMember
(2,000)us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageServiceRightsMember
2,100us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_MortgageServiceRightsMember
LIBOR [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Net gains (losses) on derivative financial instruments used as economic hedges $ 22,600us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_LondonInterbankOfferedRateLIBORMember
$ 9,400us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_LondonInterbankOfferedRateLIBORMember
 
XML 73 R62.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loan Participation and Sale Agreement (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Mortgage Loan Participation and Sale Agreement

The mortgage loan participation and sale agreement is summarized below:

 

     Year ending
December 31, 2014
 

During the year:

  

Weighted-average interest rate (1)

     1.42

Average balance

   $ 44,770   

Total interest expense

   $ 912   

Maximum daily amount outstanding

   $ 116,363   

At year end:

  

Balance

   $ 20,236   

Weighted-average interest rate

     1.42

Mortgage loans pledged to secure mortgage loan participation and sale agreement

   $ 20,862   

 

(1) Excludes the amortization of commitment fees of $266,000 for the year ended December 31, 2014.
XML 74 R128.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Servicing Rights - Summary of Net Loan Servicing Fees (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Transfers and Servicing [Abstract]      
Contractually-specified servicing fees $ 76,300us-gaap_ContractuallySpecifiedServicingFeesAmount $ 50,716us-gaap_ContractuallySpecifiedServicingFeesAmount $ 9,969us-gaap_ContractuallySpecifiedServicingFeesAmount
EXCEL 75 Financial_Report.xls IDEA: XBRL DOCUMENT begin 644 Financial_Report.xls M[[N_34E-12U697)S:6]N.B`Q+C`-"E@M1&]C=6UE;G0M5'EP93H@5V]R:V)O M;VL-"D-O;G1E;G0M5'EP93H@;75L=&EP87)T+W)E;&%T960[(&)O=6YD87)Y M/2(M+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R M8C8P-V4T860B#0H-"E1H:7,@9&]C=6UE;G0@:7,@82!3:6YG;&4@1FEL92!7 M96(@4&%G92P@86QS;R!K;F]W;B!A'!L;W)E&UL;G,Z=CTS1")U&UL;G,Z;STS1")U&UL/@T*(#QX.D5X8V5L5V]R:V)O;VL^#0H@(#QX M.D5X8V5L5V]R:W-H965T5]);F9O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;G-O;&ED871E9%]3=&%T96UE;G1S7V]F7T-A M#I.86UE/@T*("`@(#QX.E=O#I.86UE/@T*("`@(#QX.E=O M#I%>&-E;%=O#I.86UE/D-O;F-E;G1R871I;VY?;V9?4FES:W,\+W@Z M3F%M93X-"B`@("`\>#I7;W)K#I7;W)K#I7;W)K#I7;W)K#I7;W)K#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I% M>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DUO#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E)E86Q?17-T871E7T%C M<75I#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E)E86Q?17-T871E7T%C<75I#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D)O#I. M86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;6UI=&UE;G1S7V%N9%]#;VYT:6YG96YC:65S/"]X M.DYA;64^#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O3PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I. M86UE/DYE=%]'86EN7V]N7TUO#I.86UE/@T* M("`@(#QX.E=O#I% M>&-E;%=O#I.86UE/DYE=%]);G1E#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DYE=%],;V%N7U-E#I%>&-E;%=O#I7;W)K'!E;G-E#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DEN8V]M95]487AE#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/E-E9VUE;G1S7V%N9%]296QA=&5D7TEN M9F]R;6%T:3PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/E-E;&5C=&5D7U%U87)T97)L>5]297-U;'1S/"]X.DYA;64^#0H@("`@/'@Z M5V]R:W-H965T4V]U#I%>&-E;%=O#I%>&-E;%=O M5].971?5V]R=&@\+W@Z3F%M93X-"B`@("`\>#I7;W)K5])#I7;W)K5]);F9O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U8G-E<75E;G1?179E;G1S/"]X.DYA;64^#0H@("`@ M/'@Z5V]R:W-H965T4V]U#I%>&-E;%=OF%T:6]N7V%N9%]"87-I M#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I. M86UE/D-O;F-E;G1R871I;VY?;V9?4FES:W-?5&%B;&5S/"]X.DYA;64^#0H@ M("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D5A#I7;W)K#I% M>&-E;%=O#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D9A:7)?5F%L=65?5&%B M;&5S/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/D1E#I7;W)K#I7;W)K#I% M>&-E;%=O#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E)E86Q?17-T871E7T%C M<75I#I7;W)K#I7;W)K#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O M#I%>&-E;%=O#I.86UE/D%S#I7;W)K&-H86YG96%B;&5?4V5N:6]R7TYO=&5S7U1A8FP\+W@Z3F%M93X-"B`@("`\ M>#I7;W)K#I%>&-E M;%=O#I.86UE/@T* M("`@(#QX.E=O#I% M>&-E;%=O#I.86UE/D-O;6UI=&UE;G1S7V%N9%]# M;VYT:6YG96YC:65S7SPO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DYE=%]'86EN7V]N7TUO#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DYE=%]'86EN7V]N7TEN=F5S=&UE;G1S7U1A8FQE#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-H87)E0F%S961?0V]M M<&5N#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D]T:&5R7T5X<&5N#I.86UE/@T*("`@ M(#QX.E=O#I%>&-E M;%=O#I.86UE/DEN8V]M95]487AE#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/E!A#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/D]R9V%N:7IA=&EO;E]A;F1?0F%S:7-?;V9?4')E#I7;W)K#I7;W)K#I7;W)K#I%>&-E;%=O#I. M86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O M#I%>&-E;%=O#I.86UE/E1R86YS86-T:6]N#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I. M86UE/E1R86YS86-T:6]N#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E1R86YS86-T:6]N#I%>&-E;%=O#I7;W)K M5]O M9E\\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/DYE='1I;F=?;V9?1FEN86YC:6%L7TEN#I7;W)K#I% M>&-E;%=O#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DYE='1I;F=?;V9?1FEN M86YC:6%L7TEN#I7;W)K#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/D9A:7)?5F%L=65?4W5M;6%R>5]O9E]#:&%N9V5S M7SPO>#I.86UE/@T*("`@(#QX.E=O#I7 M;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I% M>&-E;%=O#I.86UE/D9A:7)?5F%L=65?4W5M;6%R M>5]O9E]4;W1A;%]'83PO>#I.86UE/@T*("`@(#QX.E=O#I7;W)K#I%>&-E;%=O5]);G!U/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H965T M4V]U#I%>&-E;%=O#I.86UE/D9A:7)?5F%L=65?475A;G1I=&%T:79E7U-U;6UA#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/D9A:7)?5F%L=65?475A;G1I=&%T:79E7U-U M;6UA#I7;W)K#I%>&-E;%=O M#I.86UE/@T*("`@ M(#QX.E=O#I%>&-E;%=O#I.86UE/D1E#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/DUO#I.86UE/@T*("`@(#QX.E=O M#I%>&-E;%=O#I.86UE M/DUO#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DUO#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O M#I.86UE/DUO#I% M>&-E;%=O#I.86UE/DUO#I7;W)K#I%>&-E;%=O#I. M86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D%S#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O#I. M86UE/DUO#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D5X8VAA;F=E M86)L95]396YI;W)?3F]T97-?061D:3PO>#I.86UE/@T*("`@(#QX.E=O&-H86YG96%B;&5?4V5N:6]R7TYO=&5S7U-U M;6T\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O#I. M86UE/DQI86)I;&ET>5]F;W)?3&]S#I.86UE/@T* M("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-H87)E:&]L9&5R#I. M86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DYE=%]);G1E5]O M9CPO>#I.86UE/@T*("`@(#QX.E=O#I7 M;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE M/E-H87)E0F%S961?0V]M<&5N#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O'!E;G-E#I7;W)K#I%>&-E;%=O&5S M7U-C:&5D=6QE7V]F7U1A>%]#/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H965T M4V]U#I%>&-E;%=O#I.86UE/DEN8V]M95]487AE#I.86UE/@T*("`@(#QX.E=O#I7;W)K M#I%>&-E;%=O&5S7T-O;7!O;F5N='-?;V9? M4')O/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O#I.86UE/DEN M8V]M95]487AE#I.86UE/@T*("`@(#QX M.E=O5]O M9E]$969E#I7;W)K#I%>&-E M;%=O&5S7T%D9&ET:6]N86Q?26YF;W)M/"]X.DYA;64^#0H@ M("`@/'@Z5V]R:W-H965T4V]U#I% M>&-E;%=O#I.86UE/E-E9VUE;G1S7V%N9%]296QA M=&5D7TEN9F]R;6%T:3(\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I7 M;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE M/E!A#I.86UE/@T*("`@ M(#QX.E=O5]);F9O M#I%>&-E;%=O#I.86UE/E!A#I7;W)K#I%>&-E;%=O#I%>&-E;%=O6QE#I!8W1I=F53:&5E=#X-"B`@ M/'@Z4')O=&5C=%-T#I0#I0#I0&UL/CPA6V5N9&EF72TM/@T* M/"]H96%D/@T*("`\8F]D>3X-"B`@(#QP/E1H:7,@<&%G92!S:&]U;&0@8F4@ M;W!E;F5D('=I=&@@36EC'1087)T7V4P,C%E M9&,Q7S1B,V1?-#4X,5]A,3`P7V$R93)B-C`W931A9`T*0V]N=&5N="U,;V-A M=&EO;CH@9FEL93HO+R]#.B]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R M8C8P-V4T860O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^9F%L'0^1&5C M(#,Q+`T*"0DR,#$T/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^,C`Q-#QS<&%N/CPO'0^1ED\2!296=I2!#96YT3PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^,#`P,30V-#0R,SQS<&%N/CPO'0^+2TQ,BTS,3QS<&%N/CPO2!#=7)R96YT(%)E<&]R=&EN9R!3=&%T=7,\+W1D/@T*("`@("`@("`\=&0@ M8VQA2!&:6QE'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!0=6)L:6,@1FQO870\+W1D/@T*("`@("`@ M("`\=&0@8VQA7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA&-E4UA8R!&:6YA;F-I86P@4V5R=FEC97,L($EN8RX@870@ M9F%I&-H86YG96%B;&4@2!F;W(@ M;&]S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$3PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!A M="!F86ER('9A;'5E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ M-C4L.3(P/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S6%B;&4\+W1D/@T*("`@("`@("`\=&0@ M8VQA7!E.B!T M97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE M860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT M96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'!E;G-E*3PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S&5S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ-SDL M-#8T/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S&5S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M M/B@Q-2PP.#`I/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C M,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V M,#=E-&%D+U=O'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P M,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO M93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA M2`H4&%R96YT:&5T:6-A;"D@*%531"`D M*3QB'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$2!O<&5R871I;F<@86-T:79I=&EEF%T:6]N M(&]F(&EN=&5R97-T(&]N(&UO4UA8R!&:6YA;F-I86P@ M4V5R=FEC97,L($EN8RX\+W1D/@T*("`@("`@("`\=&0@8VQA4UA8R!&:6YA;F-I86P@4V5R=FEC97,L($EN M8RX\+W1D/@T*("`@("`@("`\=&0@8VQA4UA8R!&:6YA;F-I86P@4V5R=FEC97,L($EN8RX\ M+W1D/@T*("`@("`@("`\=&0@8VQA2!O9B!5;FET960@4W1A=&5S(%1R96%S M=7)Y('-E8W5R:71Y/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XP M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S2!D96)T('-E8W5R:71Y/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$;G5M<#XP/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S6UE;G1S(&]F M(&UO6UE;G0@;V8@97AC97-S('-E2!I;G9E'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&-H86YG96%B;&4@6UE;G0@;V8@97AC:&%N9V5A8FQE('-E;FEO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D M7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I M;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D M+U=O'0O M:'1M;#L@8VAA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3)P="<^#0H@/&(^3F]T M92`Q)B-X,C`Q-#M/4UA8R!-;W)T9V%G92!);G9E#(P,40[(&]R('1H90T*("8C>#(P,4,[0V]M<&%N>28C>#(P,40[*2!W87,@ M;W)G86YI>F5D(&EN($UA28C>$$P.S$X+`T*(#(P,#DL M(&%N9"!C;VUM96YC960@;W!E2!O M<&5R871E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U! M4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE#(P,4,[34)3)B-X,C`Q1#LI+"!U4UA8PT*($9I;F%N8VEA;"!397)V:6-E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@ M,3#(P,4,[1F%N;FEE($UA928C>#(P,40[*2!A;F0@1F5D97)A;"!( M;VUE($QO86X-"B!-;W)T9V%G92!#;W)P;W)A=&EO;B`H)B-X,C`Q0SM&#(P,40[*2!O#(P,4,[1VEN;FEE($UA928C>#(P,40[*2X@ M1F%N;FEE($UA92P@1G)E9&1I92!-86,@86YD#0H@1VEN;FEE($UA92!A28C>#(P,40[ M(&%N9"P-"B!C;VQL96-T:79E;'DL(&%S('1H92`F(W@R,#%#.T%G96YC:65S M+B8C>#(P,40[/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`V<'0[($U!4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[ M/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE&-E#(P,40[*2X@5&AE($-O;7!A;GD@F4@=&AE('9A;'5E(&]F(&ET2!L;V%N#0H@;6]D M:69I8V%T:6]N('!R;V=R86US+"!S<&5C:6%L('-E2!N;VYP97)F;W)M:6YG(&UO M2!R97-O;'5T:6]N(&EN(&$@=&EM96QY+`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`R,65D8S%?-&(S9%\T-3@Q7V$Q M,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`Q.'!T)SX-"B`\8CY.;W1E)B-X03`[,B8C>#(P M,30[0V]N8V5N=')A=&EO;B!O9B!2:7-K$$P.S$F M(W@R,#$T.SQI/D]R9V%N:7IA=&EO;B!A;F0@0F%S:7,@;V8-"B!0#L@34%21TE.+51/4#H@,3)P>"<^#0H@)B-X03`[/"]P/@T* M(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`P<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@0F5C875S92!O9B!T:&4@0V]M M<&%N>28C>#(P,3D[6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S M92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P M,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$,3,E/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#,E(&%L:6=N/3-$ M;&5F=#XF(W@R,#(R.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS M1#$E/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE M9G0^8VAA;F=E$$P.SPO<#X-"B`\=&%B;&4@#(P,C([/"]T9#X- M"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y00TTF(W@R,#$Y.W,@86)I M;&ET>2!T;R!I9&5N=&EF>2!A;F0-"B!T:&4@4V5R=FEC97(F(W@R,#$Y.W,@ M86)I;&ET>2!T;R!E>&5C=71E(&]P=&EM86P@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`V<'0[($U!4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L M92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M2!O9B!V86QU871I;VX@:6YF;W)M871I;VX-"B!O8G1A:6YE9"!D M=7)I;F<@=&AE($-O;7!A;GDF(W@R,#$Y.W,@9'5E(&1I;&EG96YC92!A8W1I M=FET:65S.SPO=&0^#0H@/"]T6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U!4D=)3BU4 M3U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE#(P,3D[6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L M;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R M9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$,3,E/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#,E(&%L:6=N/3-$;&5F=#XF M(W@R,#(R.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#$E/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^=&AE M(&QE=F5L(&]F(&=O=F5R;FUE;G0@2!C:&%N9V5S(&]N('1H90T*($-O;7!A;GDF(W@R,#$Y.W,@ M86)I;&ET>2!T;R!E9F9E8W0@8W5R97,@;W(@$$P.SPO<#X-"B`\=&%B;&4@ M#(P M,C([/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#YR96=U;&%T M;W)Y+"!J=61I8VEA;"!A;F0@;&5G:7-L871I=F4-"B!S=7!P;W)T(&]F('1H M92!F;W)E8VQO28C>#(P,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($1U92!T;R!T M:&5S92!U;F-E&5C=71E9"!O;B!0350F(W@R,#$Y.W,@8F5H86QF#0H@=VEL;"!P M65A6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E M;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N M=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$ M8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N M/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A M;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4 M:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4T M,BPW-C8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%)%3SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L M,3$W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R,#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR.3<\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN M=F5S=&UE;G0@<&]R=&9O;&EO('!U6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C0T,RPQ-30\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4P-"PW,3`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(%)%3SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8X/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C,X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0X/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/"]T"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3)P=#L@5$585"U)3D1% M3E0Z(#@E)SX-"B!&;VQL;W=I;F<@:7,@82!S=6UM87)Y(&]F('1H92!#;VUP M86YY)B-X,C`Q.3MS(&AO;&1I;F=S(&]F(&%S$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,B!A;&EG;CTS1&-E;G1E$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N M/3-$,B!A;&EG;CTS1&-E;G1E$$P.S,Q+#PO M8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,3@L,3(X M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,#@L,S`R M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@T+#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-#0Y+#8Y,#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#$R<'@G/@T*("8C>$$P M.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+51/4#H@,'!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H2!#;W)P+B`H)B-X,C`Q0SM#1TTF(W@R,#%$.RDL(&$@2!O9@T*($-I=&EG$$P.TEN8RXL('1O('!U2!T:&4@0V]M<&%N>2X\+W`^#0H@/'`@FEN9R!T:&5S92!A$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%-T871E;65N=',@;V8@:6YC;VUE.CPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L-C4Y/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XY.38\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(&5X<&5N$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C,L-S`W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XR+#,Y-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDL,CDS/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@U,CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%)E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6UE;G1S(&]F(&UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$T+#(Y M,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDL.3$R/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE6UE;G1S(&]F(&)O$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-3'!O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q M,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA2`M+3X-"B`\<"!S='EL93TS M1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4 M+4E.1$5.5#H@."4G/@T*(%!-5"8C>#(P,3D[F5D#0H@8F5L;W6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5& M5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QB/CQI/D-O;G-O;&ED871I M;VX\+VD^/"]B/CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`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`Q<'@[($U!4D=)3BU43U`Z(#$R M<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]- M.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E.1$5.5#H@."4G/@T* M(%1H92!#;VUP86YY(&5V86QU871E2!I2!B96YE9FEC:6%R>2!A M;F0@=&AE2!O9B!T:&4@5DE% M(&%S(&ET(&AA9"!T:&4@<&]W97(L('1H2!T:&4@97AP96-T960@8V%S:"!F;&]W6UE;G1S(&%N M9"P@87,@2!T:&4@2!A;&P@ M8V%S:"!I;F9L;W=S('=I;&P@8F4@9&ER96-T960@=&\@=&AE('-U8F]R9&EN M871E9`T*(&YO=&5S('5N=&EL(&9U;&QY(')E<&%I9"!A;F0L('1H97)E869T M97(L('1O('1H92!R97-I9'5A;"!I;G1E6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5. M5#H@."4G/@T*(%1H92!#;VUP86YY(')E=&%I;G,@:6YT97)E2!B96-O;64@9&5L:6YQ=65N="!O2!T M:&4@8V]N2!T:&4@5DE%(&]N(&ET6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!#;VUP86YY)B-X M,C`Q.3MS(&EN=&5R97-T2X@5VAE;B!A2!S96=R96=A=&5D+"!T:&5Y(&%R92!O M9G1E;B!R969E#(P,40[ M($9O6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T M.R!415A4+4E.1$5.5#H@-"4G/@T*(%1H92!A6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V M<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@4$U4(&=R;W5P$$P.SPO<#X-"B`\=&%B;&4@#(P,30[475O M=&5D('!R:6-E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`V<'0[($U!4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L M92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#0E(&%L:6=N/3-$;&5F=#XF(W@R M,#(R.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#$E/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^3&5V96PF M(WA!,#LR)B-X,C`Q-#M02!A;F0@87)E(&1E=F5L;W!E9"!B87-E9"!O M;@T*(&UA6UE;G0@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[ M($U!4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1'1O<"!W:61T:#TS1#0E(&%L:6=N/3-$;&5F=#XF(W@R,#(R.SPO M=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#$E/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^#0H@/'`@2P@86YD(&%R90T*(&)A2!P6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!- M86YA9V5R(&EN8V]R<&]R871E2!I;G1O(&ET M7!E(&]F M(&%S2!M96%S=7)E9"!A;F0@=&AE#0H@=F%L=6%T M:6]N(&UE=&AO9"!U'!E8W1E9"!C87-H(&9L;W=S(&1IF5D(&EN(&-U2!M87)K M970@9&5P;W-I="!A8V-O=6YT28C>#(P,3D[#(P,40[(&9A:7(@=F%L=64@9FEN86YC M:6%L('-T871E;65N="!I=&5M+CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM M0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#@E.R!-05)'24XM5$]0.B`Q M.'!T)SX-"B`\8CX\:3Y-;W)T9V%G92U"86-K960@4V5C=7)I=&EE6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@5&AE($-O;7!A M;GD@:6YV97-T2!C871E9V]R:7IE2!-0E,@87,@)B-X,C`Q0SM,979E;"`R)B-X,C`Q1#L@9F%I6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[ M($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QI/DEN=&5R97-T($EN8V]M92!296-O M9VYI=&EO;CPO:3X\+W`^#0H@/'`@2X\+W`^#0H@ M/'`@6UE;G0@6EN9R!T:&4@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@36]R=&=A9V4@ M;&]A;G,@86YD(&UO2!V87)I M86)L92!I;G1E2!AF5D('1O#0H@:6YT97)E#L@34%21TE.+51/4#H@,3AP>"<^#0H@)B-X03`[/"]P M/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M3$5&5#H@."4[($U!4D=)3BU43U`Z(#!P="<^#0H@/&D^4V%L92!296-O9VYI M=&EO;CPO:3X\+W`^#0H@/'`@2!P=7)C:&%S97,@9G)O;2!A;F0@6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5. M5#H@."4G/@T*(%1H92!#;VUP86YY(')E8V]G;FEZ97,@=')A;G-F97)S(&]F M(&UO6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E M;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^ M#0H@/'1D('=I9'1H/3-$,3,E/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1'1O<"!W:61T:#TS1#,E(&%L:6=N/3-$;&5F=#XF(W@R,#(R.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#$E/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^1F]R(&UO2!R96-O9VYI>F5S('1H92!T$$P.W1H92!T&-H86YG92!T:&4@=')A;G-F97)R960@;6]R=&=A9V4@;&]A M;G,L(&%N9"`H:6EI*28C>$$P.W1H92!#;VUP86YY#0H@9&]E2!O2!T;R!U;FEL M871E$$P.SPO<#X-"B`\=&%B;&4@#(P,C([ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y&;W(@;6]R=&=A M9V4@;&]A;G,@=&AA="!A2!B92!S:6=N:69I8V%N="!T;R!T:&4@5DE%+CPO M=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X M<'0G/@T*(#QI/DEN=&5R97-T($EN8V]M92!296-O9VYI=&EO;CPO:3X\+W`^ M#0H@/'`@2!H87,@ M=&AE(&%B:6QI='D@8G5T(&YO="!T:&4@:6YT96YT('1O(&AO;&0@;6]R=&=A M9V4-"B!L;V%N2!H87,@8F]T:"!T:&4@86)I;&ET>2!A;F0@:6YT96YT('1O(&AO M;&0@;6]R=&=A9V4@;&]A;G,-"B!H96QD(&EN(&$@5DE%(&9OF5D(&]V97(@=&AE(&5S=&EM871E9"!R M96UA:6YI;F<@;&EF92!O9B!T:&4@;6]R=&=A9V4@;&]A;G,-"B!U6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V M<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@26X@:71S(&QO86X@;W)I9VEN871I M;VX@86-T:79I=&EE#(P,4,[25),0W,F(W@R,#%$.RDN(%1H97-E(&-O;6UI=&UE;G1S M(&%R92!A8V-O=6YT960@9F]R(&%S#0H@9&5R:79A=&EV92!F:6YA;F-I86P@ M:6YS=')U;65N=',N(%1H92!#;VUP86YY(&UA;F%G97,@=&AE(')I2!T:&4@<'5R8VAA2!A;'-O(&)E('5S960@ M=&\@;6%N86=E('1H92!R:7-K#0H@8W)E871E9"!B>2!C:&%N9V5S(&EN(&EN M=&5R97-T(')A=&5S(&]N(&-E2!C;&%S#(P,40[(&9A:7(@=F%L M=64@9FEN86YC:6%L('-T871E;65N="!I=&5M#(P,40[(&]R("8C>#(P,4,[3&5V M96PF(WA!,#LR)B-X,C`Q1#L@9F%I6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T* M(%1H92!#;VUP86YY(&%C8V]U;G1S(&9O2!D;V5S(&YO="!D97-I9VYA=&4@:71S#0H@9&5R M:79A=&EV92!F:6YA;F-I86P@:6YS=')U;65N=',@9F]R(&AE9&=E(&%C8V]U M;G1I;FF5D(&]N('1H92!B86QA;F-E#0H@28C>#(P,3D[2!H87,@;6%S=&5R(&YE M='1I;F<@86=R965M96YT2!N971S(&ET2X\+W`^#0H@/'`@#L@34%21TE.+51/4#H@,3AP>"<^#0H@)B-X03`[/"]P/@T* M(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5& M5#H@."4[($U!4D=)3BU43U`Z(#!P="<^#0H@/&(^/&D^36]R=&=A9V4@4V5R M=FEC:6YG(%)I9VAT6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4 M.B`X)2<^#0H@35-22!I&-H86YG92!F;W(@9F5E2!P M97)F;W)M960@:6YC;'5D92P-"B!A;6]N9R!O=&AE6UE;G1S M.R!R97-P;VYD:6YG('1O(&)O2!P87EM96YT2!R96-E:79E2!I2!E;G1I=&QE9"!T;R!R971A:6X@=&AE(&EN=&5R97-T(&5A M6UE;G1S+CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]- M.B`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`^ M#0H@/'`@7!E("AF:7AE9"UR871E(&]R(&%D:G5S M=&%B;&4M2!O9B!T:&4-"B!N;W1E(&EN=&5R97-T(')A=&4@<&]O M;',@:7,@8F5L;W<@=&AE(&-A2!T;R!R96-O=F5R+B!7:&5N('1H92!-86YA9V5R M(&1E96US(')E8V]V97)Y(&]F#0H@=&AE(&9A:7(@=F%L=64@=&\@8F4@=6YL M:6ME;'D@:6X@=&AE(&9O6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[ M($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QB/CQI/D5X8V5S2!H87,@86-Q=6ER960@=&AE(')I9VAT('1O(')E8V5I M=F4@=&AE($534R!R96QA=&5D('1O#0H@35-22!01E-)+B!% M4U,@:7,@8V%R2!D:7)E8W1L>2!R96QA=&5D+CPO<#X-"B`\<"!S='EL93TS1"=- M05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#@E.R!-05)'24XM M5$]0.B`Q.'!T)SX-"B`\:3Y);G1E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@26YT97)E'!E8W1E9"!L:69E(&]F#0H@=&AE('5N M9&5R;'EI;F<@;6]R=&=A9V5S+B!#:&%N9V5S('1O(&5X<&5C=&5D(&EN=&5R M97-T('EI96QD(')E2!C;W-T(&EN('1H92!C87-E(&]F('!U M2!E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QB/CQI M/D%S6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@07-S971S M('-O;&0@=6YD97(@86=R965M96YT2!O;B!T:&4@2!T:&4@5DE%(&%R M92!R96-OF5D(&EN(&-U#(P,4,[3&5V96PF(WA!,#LR)B-X,C`Q1#L@9F%I6QE/3-$)TU! M4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU4 M3U`Z(#$X<'0G/@T*(#QB/CQI/DQI86)I;&ET>2!F;W(@3&]S2!O0T*(&AA6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#$R<'@G/@T*("8C M>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+51/4#H@,'!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!#;VUP M86YY(')E8V]R9',@82!P2!F;W(@2!C:&%N9V4@;W9E2!T;R!D871E(')E<')E&EM=6T@97AP M;W-U2!P;W-S:6)L92!L;W-S97,@:6X@28C>#(P,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U3 M25I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)' M24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@3&]A;B!S97)V:6-I M;F<@9F5E2!T:&4-"B!#;VUP86YY(&9O2!G=6%R86YT964@9F5E2!A;6]R=&EZ97,@=&AE(&9A:7(@=F%L=64@;V8@ M<')E=FEO=7-L>2!G'!E;G-E(&]V97(@=&AE('9E2!D:79I9&5N9',@:6X@ M=&AE(&9O6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U! M4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1'1O<"!W:61T:#TS1#0E(&%L:6=N/3-$;&5F=#XF(W@R,#(R.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#$E/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^1F%I6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52 M+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D M:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D M('=I9'1H/3-$."4^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I M9'1H/3-$-"4@86QI9VX],T1L969T/B8C>#(P,C([/"]T9#X-"B`\=&0@=F%L M:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$=&]P(&%L:6=N/3-$;&5F=#Y&86ER('9A;'5E(&]F(')E2!T:&4@86UO=6YT M(&]F(&5X<&5C=&5D('-H87)E:&]L9&5R#0H@9&ES=')I8G5T:6]N#(P M,3D[2!D M971E$$P.SPO<#X-"B`\=&%B;&4@2!F:7AE9`T*(&%T('1H92!F86ER('9A;'5E(&]F('1H92!A=V%R M9"!D871E(&9O6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X- M"B`\='(^#0H@/'1D('=I9'1H/3-$."4^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$=&]P('=I9'1H/3-$-"4@86QI9VX],T1L969T/B8C>#(P,C([/"]T M9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y#;VUP96YS871I;VX@ M8V]S="!F;W(@&5D(&%S(&$@4D5)5"!A;F0@=&AE($UA;F%G97(-"B!B96QI979E M2!C;VUP;&EE2P@=&AE($UA;F%G97(@8F5L:65V97,-"B!T:&4@ M0V]M<&%N>2!W:6QL(&YO="!B92!S=6)J96-T('1O(&9E9&5R86P@:6YC;VUE M('1A>"!O;B!T:&%T#0H@<&]R=&EO;B!O9B!I=',@4D5)5"!T87AA8FQE(&EN M8V]M92!T:&%T(&ES(&1I2!A2!B92!P65A28C>#(P,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T M.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!#;VUP86YY)B-X,C`Q.3MS('1A M>&%B;&4@4D5)5"!S=6)S:61I87)I97,@87)E('-U8FIE8W0@=&\-"B!F961E MF5D(&9O"!C;VYS97%U96YC M97,@871T'!E8W1E9"!T;R!A<'!L>2!T;R!T87AA8FQE(&EN8V]M92!I;B!T:&4@>65A M'!E8W1S('1H;W-E('1E;7!O M2!D:69F97)E;F-E&5S(&]F(&$@8VAA;F=E(&EN M('1A>"!R871E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T M.R!415A4+4E.1$5.5#H@."4G/@T*(%-U8FIE8W0@=&\@=&AE($UA;F%G97(F M(W@R,#$Y.W,@:G5D9VUE;G0L(&$@=F%L=6%T:6]N(&%L;&]W86YC92!IF%T:6]N(&]F(&1E9F5R"!A M2!I9B!I="!I2!T:&%N(&YO="!T:&%T('1H90T*('!O2X@02!T87@@<&]S:71I;VX@=&AA="!M965T&-E961S(#4P)B-X03`[<&5R8V5N=`T*(&QI:V5L:6AO;V0@ M;V8@8F5I;F<@2!W:6QL#0H@8VQA`T*(&5X<&5N6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($%S(&]F($1E8V5M8F5R)B-X M03`[,S$L(#(P,30@86YD(#(P,3,L('1H92!#;VUP86YY('=A&%M:6YA=&EO;B!B>2!A;GD@9F5D97)A;"!O2X\+W`^#0H@#0H@#0H@/"]D:78^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO M8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T M8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E M-&%D+U=O'0O:'1M;#L@8VAA'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3AP="<^#0H@/&(^3F]T M928C>$$P.S0F(W@R,#$T.U1R86YS86-T:6]N6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X M)2<^#0H@0F5F;W)E($9E8G)U87)Y)B-X03`[,2P@,C`Q,RP@=6YD97(@82!M M86YA9V5M96YT(&%G$$P.W!E#(P,3D[(&5Q=6ET>2X@ M5&AE(&UA;F%G96UE;G0-"B!A9W)E96UE;G0@86QS;R!P$$P.W!E M2!W:&EC:"`F(W@R,#%#.V-O#(P,40[(&%S(&1E9FEN M960@:6X@=&AE(&UA;F%G96UE;G0@86=R965M96YT+@T*(%1H92!#;VUP86YY M(&1I9"!N;W0@:6YC=7(@82!P97)F;W)M86YC92!I;F-E;G1I=F4@9F5E(&)E M9F]R90T*($9E8G)U87)Y)B-X03`[,2P@,C`Q,RX\+W`^#0H@/'`@$$P.SPO<#X-"B`\=&%B;&4@#(P,C([/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P M(&%L:6=N/3-$;&5F=#Y4:&4@8F%S92!M86YA9V5M96YT(&9E92!I$$P.S$N-24@<&5R('EE87(@;V8-"B!S:&%R96AO;&1E$$P.V)I;&QI;VX-"B!A;F0@=7`@=&\@ M)#4F(WA!,#MB:6QL:6]N+"!A;F0@*&EI:2DF(WA!,#LQ+C(U)2!P97(@>65A M#(P,3D[(&5Q=6ET>2!I;B!E>&-E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V M<'0[($U!4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE&-E961S(&-E#(P,4,[97%U:71Y+B8C>#(P,40[/"]T9#X-"B`\ M+W1R/@T*(#PO=&%B;&4^#0H@/'`@$$P.S$P)2!O9B!T M:&4@86UO=6YT(&)Y('=H:6-H(&YE="!I;F-O;64@9F]R('1H92!Q=6%R=&5R M#0H@97AC965D$$P.S$U)2!O9B!T:&4- M"B!A;6]U;G0@8GD@=VAI8V@@;F5T(&EN8V]M92!F;W(@=&AE('%U87)T97(@ M97AC965D&-E961S(&$@,38E(')E='5R;B!O;B!E<75I='D@<&QU6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@ M,3#(P,4,[17%U:71Y)B-X,C`Q M1#L@:7,@=&AE('=E:6=H=&5D(&%V97)A9V4@;V8@=&AE(&ES6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@,32!A9&IU2D@:6X@=&AA="!Q=6%R M=&5R(&5X8V5E9',@;W(@9F%L;',@6EE;&0@*'1H92!T87)G970@ M>6EE;&0I(&9O<@T*('-U8V@@<75A#(P,4,[:&EG:"!W M871EF5R;R!A;F0-"B!I6EE;&0L('1H92!H:6=H M('=A=&5R;6%R:R!I2!B87-E9"!O;B!T:&4@<&5R9F]R;6%N M8V4@;V8-"B!0350F(W@R,#$Y.W,@;F5T(&EN8V]M92!O=F5R("AO&-E&-E961S('1H92!T:&5N M+6-U#(P,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X- M"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($)A$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R+#0S-CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R+#$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&UA;F%G96UE;G0@ M9F5E(&EN8W5R65A$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,R+#0Q,#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($EN('1H92!E M=F5N="!O9B!T97)M:6YA=&EO;B!O9B!T:&4@;6%N86=E;65N="!A9W)E96UE M;G0@8F5T=V5E;B!T:&4-"B!#;VUP86YY(&%N9"!01E-)+"!01E-)(&UA>2!B M92!E;G1I=&QE9"!T;R!A('1E$$P M.W1H92!A=F5R86=E(&%N;G5A;"!P97)F;W)M86YC92!I;F-E;G1I=F4@9F5E M(&5A0T*(%!&4TDL(&EN(&5A8V@@8V%S92!D=7)I;F<@=&AE(#(T M+6UO;G1H('!E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@5&AE M($-O;7!A;GDL('1H28C>$$P.S$L(#(P,3,L('1H90T*('-E2!O=&AE$$P.SPO<#X-"B`\=&%B;&4@ M#(P M,C([/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y397)V:6-I M;F<@9F5E(')A=&5S(&9O6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H M/3-$,3,E/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS M1#,E(&%L:6=N/3-$;&5F=#XF(W@R,#(R.SPO=&0^#0H@/'1D('9A;&EG;CTS M1'1O<"!W:61T:#TS1#$E/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O M<"!A;&EG;CTS1&QE9G0^1F]R(&UO&5D('!E2P@8F%N:W)U<'1C>2!A;F0O M;W(@9F]R96-L;W-U6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U!4D=) M3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE2P@8F%N:W)U<'1C>2!A M;F0O;W(@9F]R96-L;W-U2P@ M=&AE(&)A$$P.SPO<#X-"B`\=&%B;&4@#(P,C([/"]T9#X-"B`\=&0@=F%L:6=N M/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M=&]P(&%L:6=N/3-$;&5F=#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE2!03%,@;VX@=&AE($-O;7!A;GDF(W@R M,#$Y.W,@8F5H86QF(&%R92!A;'-O(&-A;&-U;&%T960@=&AR;W5G:"!A#0H@ M;6]N=&AL>2!P97(M;&]A;B!D;VQL87(@86UO=6YT+"!W:71H('1H92!A8W1U M86P@9&]L;&%R(&%M;W5N="!F;W(-"B!E86-H(&QO86X@8F%S960@;VX@=VAE M=&AE&5D+7)A=&4@;W(-"B!A M9&IU&5D+7)A=&4- M"B!L;V%N2P@8F%N:W)U<'1C>0T* M(&%N9"!F;W)E8VQO6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U!4D=)3BU43U`Z(#!P="<^ M#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE2!D;V5S(&YO="!H M879E(&%N>2!E;7!L;WEE97,@;W(-"B!I;F9R87-T28C>$$P.S$L(#(P,30L('1H92!A9V=R M96=A=&4@2!A('1H:7)D#0H@<&%R M='D@:6YV97-T;W(@86YD('=I=&@@2!H87,@86-Q=6ER960-"B!T:&4@6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`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`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$ M8V5N=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N M/3-$8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L M:6=N/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO M=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(V,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO2UB87-E9#PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$T.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS M,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(U,CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XU-C(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($UO6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$T+#$R.#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C0L,C6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C(X+#(W,CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XQ."PT,#0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$S+#4Q-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,"PR-S0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$X+#8P.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/"]T86)L93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P M<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!4 M:&4@=&5R;2!O9B!T:&4@6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X M)2<^#0H@4$Q3(&ES(&5N=&ET;&5D('1O(&$@9G5L9FEL;&UE;G0@9F5E(&)A M7!E(&]F(&UO6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%!R97-E;G1L>2P@=&AE M(&%P<&QI8V%B;&4@<&5R8V5N=&%G97,@87)E("AI*28C>$$P.S`N-3`E(&9O M<@T*(&-O;G9E;G1I;VYA;"!M;W)T9V%G92!L;V%N$$P.S`N M.#@E(&9O#(P,3D[#(P,4,[2$%24"8C>#(P,40[*0T* M(&UO$$P.S`N-3`E(&9O2!':6YN:64@36%E($U"4R!A;F0@86-T(&%S(&$@ M#(P,40[#0H@86YD('=I M=&AO=70@2!A M="!C;W-T(&QE2!P=7)C:&%S97,@;6]R=&=A9V4@;&]A;G,@ M=VET:"!A;@T*(&%G9W)E9V%T92!U;G!A:60@<')I;F-I<&%L(&)A;&%N8V4@ M:6X@86YY(&UO;G1H(&=R96%T97(@=&AA;B`D,BXU#0H@8FEL;&EO;B!A;F0@ M;&5S$$P.S`N,#(U)2P@*&EI*28C>$$P.W1H92!A;6]U;G0@ M;V8@=6YP86ED#0H@<')I;F-I<&%L(&)A;&%N8V4@:6X@97AC97-S(&]F("0R M+C4@8FEL;&EO;B!A;F0@*&EI:2DF(WA!,#MT:&4-"B!P97)C96YT86=E(&]F M('1H92!A9V=R96=A=&4@=6YP86ED('!R:6YC:7!A;"!B86QA;F-E(')E;&%T M:6YG('1O#0H@;6]R=&=A9V4@;&]A;G,@9F]R('=H:6-H(%!,4R!C;VQL96-T M960@9G5L9FEL;&UE;G0@9F5E2!P=7)C:&%S97,@;6]R=&=A9V4@;&]A;G,@=VET M:"!A;@T*(&%G9W)E9V%T92!U;G!A:60@<')I;F-I<&%L(&)A;&%N8V4@:6X@ M86YY(&UO;G1H(&=R96%T97(@=&AA;B`D-0T*(&)I;&QI;VXL(%!,4R!H87,@ M86=R965D('1O(&9U$$P.W1H92!P97)C96YT86=E(&]F#0H@=&AE(&%G9W)E9V%T92!U;G!A:60@ M<')I;F-I<&%L(&)A;&%N8V4@6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T* M($EN(&-O;G-I9&5R871I;VX@9F]R('1H92!M;W)T9V%G92!B86YK:6YG('-E M28C>#(P,3D[2!P=7)C:&%S92!P$$P.V%T(&$@2!P=7)C:&%S M90T*(&9A8VEL:71Y(&%D;6EN:7-T97)E9"P@86YD("AI:2DF(WA!,#MI;B!T M:&4@86UO=6YT(&]F("0U,"!F;W(@96%C:`T*(&UO2!03%,@=VET:"!R97-P M96-T('1O(&UO2!F:6YA M;F-E$$P.VEN('1H92!A;6]U;G0@;V8@)#4P(&9O M2!M;W)T9V%G92!L;V%N#0H@=&AA="!B96-O;65S('-U8FIE8W0@=&\@8F]T M:"!S=6-H(&%G'!I6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!-05)'24XM5$]0.B`Q.'!T.R!415A4+4E.1$5.5#H@."4G/@T*($9O;&QO M=VEN9R!I2!A;F0@4$Q3.CPO<#X- M"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@ M,3)P=#L@34%21TE.+51/4#H@,'!T)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P M86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS M1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($9U;&9I;&QM96YT(&9E92!E>'!E;G-E(&5A2!03%,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C8R+#DP-CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT2!03%,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%-O=7)C M:6YG(&9E97,@96%R;F5D(&9R;VT@4$Q3/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C0L-C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($9A:7(@=F%L=64@;V8@;&]A;G,@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,7!T)SX-"B`\=&0^/"]T9#X-"B`\=&0@8V]L$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$Q,BPS-C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$U,RPS,C8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5& M5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QI/DEN=F5S=&UE;G0@06-T M:79I=&EE2!P2!R97%U:7)E9"!T M;R!T2UO=VYE9"!S=6)S:61I87)I97,@=VET:&]U="!C M;W-T('1O('1H90T*($-O;7!A;GDL('1H92!-4U)S('=I=&@@2!C87-H('1O(%!-5"!I;B!A;B!A;6]U;G0@97%U86P@=&\@#(P,30[/&D^3F5T(&QO86X@'!I6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%!U$$P.S,P+`T*(#(P,3,L(&%N9"!$96-E M;6)E2!A8W%U:7)E(&9R;VT@4$Q3('1H92!R M:6=H=',@=&\-"B!R96-E:79E(&-E&5C=71E9"!I;B!C;VYN96-T:6]N('=I=&@@ M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@ M6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q M,"!A;&EG;CTS1&-E;G1E$$P.SPO M=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$L,#DQ/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!T)SX-"B`\=&0^/"]T9#X- M"B`\=&0@8V]L$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE&-E$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C2!E;G1E2!S871I#(P,4,[ M0V]N9&ET:6]N86P@4F5I;6)U#(P,40[*2X@169F96-T:79E M#0H@1F5B2!A;65N9&5D M('1H92!T97)M2`D,3`P(&]F M('!E2X@3F\@<&%Y;65N=',@=V5R92!M M861E('1O(%!#30T*(&1U65A$$P.S,Q+"`R,#$R+CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]- M.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX- M"B!4:&4@0V]M<&%N>2!H87,@86QS;R!A9W)E960@=&\@<&%Y('1H92!)4$\@ M=6YD97)W2X@3F\@<&%Y;65N=',@=V5R92!M861E('1O('1H92!U M;F1E6UE;G1S('5N9&5R('1H90T*(')E:6UB=7)S96UE;G0@86=R965M96YT+"!S M=6-H(&%M;W5N="!W:6QL(&)E('!A:60@:6X@9G5L;"X@5&AE('1E6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`P<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@ M5&AE($-O;7!A;GD@'!E;G-E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P M.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C0L,3@S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO'!E;G-E28C>#(P,3D[$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XW.3(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#)P=#L@0D]21$52+4)/5%1/33H@(S`P,#`P,"`Q<'@@6UE;G1S(&9O6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@ M."4G/@T*($%M;W5N=',@9'5E('1O(%!#32!A;F0@:71S(&%F9FEL:6%T97,@ M87)E('-U;6UA6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P M<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L M:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X03`[,S$L/&)R("\^#0H@,C`Q M-#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%5N$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C,L.#,V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%-E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-O M;G1I;F=E;G0@=6YD97)W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ+#$S-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ+#"<^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($%M;W5N=',@ M9'5E(&9R;VT@4$--(&%N9"!I=',@869F:6QI871E28C>#(P,3D[28C>#(P,3D[$$P.S,Q+"`R,#$T(&%N M9"!$96-E;6)E$$P.S,Q+"`R,#$S+CPO<#X-"B`\+V1I=CX\'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA'0^/&1I=CX-"B`\<"!S='EL93TS M1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3AP="<^#0H@ M/&(^3F]T928C>$$P.S4F(W@R,#$T.T5A2!I;F-O;64@871T2!T:&4@=V5I9VAT960M879E6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5. M5#H@."4G/@T*($1I;'5T960@96%R;FEN9W,@<&5R('-H87)E(&ES(&1E=&5R M;6EN960@8GD@9&EV:61I;F<@;F5T(&EN8V]M90T*(&%T=')I8G5T86)L92!T M;R!D:6QU=&5D('-H87)E:&]L9&5R&5S+"!O;B!T:&4-"B!#;VUP86YY)B-X,C`Q.3MS M(&5X8VAA;F=E86)L92!S96YI;W(@;F]T97,@*'1H90T*("8C>#(P,4,[3F]T M97,F(W@R,#%$.RDL(&)Y('1H92!W96EG:'1E9"UA=F5R86=E(&-O;6UO;B!S M:&%R97,-"B!O=71S=&%N9&EN9RP@87-S=6UI;F<@86QL('!O=&5N=&EA;&QY M(&1I;'5T:79E('-E8W5R:71I97,@=V5R90T*(&ES2!R96-O&-L=61E9"!F6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@ M1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#$R<'@G/@T*("8C>$$P.SPO M<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+51/4#H@,'!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!F;VQL;W=I;F<@ M=&%B;&4@6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E M;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N M=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$ M8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N M/3-$8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN('1H;W5S86YD M$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($)A$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,2PX,S`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q+#6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`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`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0S+#4U,SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE"<^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@L-#4V/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C4L-34V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M2!D:6QU=&EV92!S96-U6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C,W-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS,C,\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C0S+#@W-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!C;VYS;VQI9&%T97,N/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#$X<'@G/@T* M("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[ M($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#@E.R!-05)'24XM5$]0.B`P<'0G/@T*(#QI/E5N M8V]N6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]2 M1$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP M861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R M/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N M=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$ M8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C M;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S M*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P+#@W,3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C(U+#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$R+#$V."PW-#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%5N<&%I M9"!P6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(#DP(&]R M(&UO6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#=E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($YO="!I;B!F;W)E8VQO M$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(U+#0Q.#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW+#DT,3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`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`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S+#,W-3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XQ+#,X-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-#@L-S8V M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XX,2PU,S$\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C0V+#0P-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L M93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`R<'0[($)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!-05)'24XM5$]0.B`P<'0[($Q) M3D4M2$5)1TA4.B`X<'0[(%=)1%1(.B`Q,"4G/@T*("8C>$$P.SPO<#X-"B`\ M=&%B;&4@2UO=VYE9"!6244@:7-S=65D("0U,S2!F:7AE9"UR871E('!R M:6UE(&IU;6)O(&UO2!R971A:6YE9`T*("0S-C8N."!M:6QL:6]N(&]F('1H;W-E(&-E2!I2!B96YE9FEC:6%R>2!O9B!T:&4@5DE%(&%N9"P@ M87,@82!R97-U;'0L#0H@=&AE($-O;7!A;GD@8V]NF5D(&UO'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`Q.'!T)SX-"B`\8CY.;W1E)B-X03`[-R8C>#(P,30[3F5T=&EN9R!O9B!& M:6YA;F-I86P@26YS=')U;65N=',\+V(^/"]P/@T*(#PA+2T@>&)R;"QB;V1Y M("TM/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U3 M25I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)' M24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@5&AE($-O;7!A;GD@ M=7-E'!O2!I=',@34)3+"!)4DQ#+"!M;W)T9V%G90T*(&QO86YS(&%C<75I2!E;F9O$$P M.S,Q+"`R,#$T(&%N9`T*(#(P,3,L('1H92!#;VUP86YY(&1I9"!N;W0@96YT M97(@:6YT;R!R979E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U3 M25I%.B`Q<'@[($U!4D=)3BU43U`Z(#$X<'@G/@T*("8C>$$P.SPO<#X-"B`\ M<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@ M,'!T)SX-"B`\:3Y/9F9S971T:6YG(&]F($1E&-E M<'1I;VX@;V8@25),0W,@87)E('-U8FIE8W0@=&\-"B!M87-T97(@;F5T=&EN M9R!A6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T* M("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.S,Q+"`R,#$S/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E M;G1E6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W,CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L-S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ+#(R.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4R/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ.3,\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ.3,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XS+#,Q.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,BPR.#0\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($1E$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XU+#8W.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#4Q,#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(L-3$P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q,BPY M.#8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP M('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[ M($U!4D=)3BU43U`Z(#$X<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS M1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T)SX-"B`\ M:3Y$97)I=F%T:79E($%S3PO:3X\+W`^#0H@/'`@6EN9R!F;W(@;F5T=&EN9RX\+W`^#0H@/'`@ M6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q M+`T*(#(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N M/3-$,CXF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(&-O;'-P86X],T0V(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E M$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1&-E;G1E$$P.W!R97-E;G1E9#QB$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.V%S$$P.W!R97-E;G1E9#QB$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,S`@86QI9VX],T1C96YT97(^ M/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#PA+2T@16YD(%1A8FQE($AE M860@+2T^/"$M+2!"96=I;B!486)L92!";V1Y("TM/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XU+#8W.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-3$P/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L,#,T/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+#`S-#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XU-C8\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C4V-CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW,S@\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,#(T/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR.3PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`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`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XT,S(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C0S,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$P-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4T-CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XS-S@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1E=71S8VAE M($)A;FL\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,C0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R-#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XQ,S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ,S,\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XV/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XV/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C8Q,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(U,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$Y-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,S@\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S.#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XR-S,\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR-S,\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($]T M:&5R/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XX-S`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XX,S`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R8C>$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Q+#$P-SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^ M)B-X03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z M(#AP="<^)B-X03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA! M,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW+#DW M-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@ M5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#$X<'@G M/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P M<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+51/4#H@,'!T)SX-"B`\:3Y/9F9S971T:6YG(&]F($1E M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U3 M25I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\ M=&%B;&4@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.S,Q M+"`R,#$S/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R M9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G M8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($1E$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW M+#0R,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XV+#8T.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C8L-C0Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$L,CDU/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1R96%S=7)Y(&9U='5R97,@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-"PW-#@\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@T+#$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C@L-S$U/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@X+#`Q-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1E$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ+#(V,3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,C8Q M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@X+#`Q-3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L M,#0Q+#4V-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M+2!% M;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#$X M<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]- M.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+51/4#H@,'!T)SX-"B`\:3Y$97)I=F%T:79E($QI M86)I;&ET:65S+"!&:6YA;F-I86P@3&EA8FEL:71I97,@86YD($-O;&QA=&5R M86P-"B!(96QD(&)Y($-O=6YT97)P87)T>3PO:3X\+W`^#0H@/'`@6EN9R!F;W(@;F5T M=&EN9RX@06QL(&%S6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)' M24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+`T* M(#(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q-"!N;W=R87`],T1N M;W=R87`@86QI9VX],T1C96YT97(^/&(^1&5C96UB97(F(WA!,#LS,2P-"B`R M,#$S/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0V(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1&-E;G1E$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!C;VQS<&%N/3-$,CXF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E M;G1E$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E M;G1E$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$L,C8Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE2!"86YK+"!.+D$N/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C,P+#(R-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,S`L,C(V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($)A;FL@;V8@3VML86AO;6$\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XS-CD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`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`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ,S(L-3(U/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Q,S(L-3(U/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($-I=&EB86YK/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XH.30T+#@U-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-3D\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-R961I="!3=6ES#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C4R,RPU-#8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C0P."PT-3(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,3`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Q,#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,#@L-3(P/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R,#@L-3(P/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XQ+#@U-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT,S$\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R+##(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#0S,#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`Q.'!T)SX-"B`\8CY.;W1E)B-X03`[."8C>#(P M,30[1F%I28C>#(P,3D[ M2!T:&4@:71E;2!A="!I=',@9F%I6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[ M($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QB/CQI/D9A:7(@5F%L=64@06-C;W5N M=&EN9R!%;&5C=&EO;G,\+VD^/"]B/CPO<#X-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4+4E.1$5. M5#H@."4G/@T*(%1H92!-86YA9V5R(&ED96YT:69I960@86QL(&]F(&ET2!O8V-U2!R969L96-T('1H92!R97-U;'1S(&]F('1H92!#;VUP86YY)B-X,C`Q.3MS M('!EFEN9R!T:&ES(&9I;F%N8VEN9RX\+W`^#0H@/'`@F%T:6]N(&UE=&AO9"X@3W)I9VEN871E9"!- M4U)S(&)A8VME9"!B>2!L;V%N6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=) M3BU43U`Z(#$X<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#@E.R!-05)'24XM5$]0 M.B`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`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q-"!A;&EG;CTS1&-E;G1E M$$P.S,Q+"`R,#$T/"]B/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DQE M=F5L)B-X03`[,3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T2`M+3X- M"B`\='(@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($%S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%-H;W)T+71E$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,P M-RPS-C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8S-RPW,C(\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`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`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.3$L,38V/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN M=&5R97-T(')A=&4@;&]C:R!C;VUM:71M96YT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XU+#8W.#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XU+#8W.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-S0\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-S0\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($9O$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+##(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L-S6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU M,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XS+#,Q.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($YE='1I;F<@*#$I/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0L,C`Q/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C4L-C$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Q+#$P M-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4W+#,U.#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XU-RPS-3@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L-#$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE2!A=`T*(&9A M:7(@=F%L=64\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(')A=&4@ M;&]C:R!C;VUM:71M96YT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT-S@\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($9O$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XS-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,T/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV+#8T.3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0W.#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XV+#8X,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW+#$W.#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@T+#$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#EE;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&1E M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C0W.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV+#8X,SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XR+#0S,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M+2!% M;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=) M3BU"3U143TTZ(#)P=#L@0D]21$52+4)/5%1/33H@#L@34%21TE.+51/4#H@,3)P>"<^ M#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^ M#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,30@ M86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#PA M+2T@16YD(%1A8FQE($AE860@+2T^/"$M+2!"96=I;B!486)L92!";V1Y("TM M/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/CDR+#,Y.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y M-RPT,#$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0U."PQ,S<\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT-3@L,3,W/"]T9#X-"B`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`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C(Q."PQ,C@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XQ,S@L-S(S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$S."PW,C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1E M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-3$P/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-3$P/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W,CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W,CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$L,C(Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($9O6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%!U="!O<'1I;VYS(&]N(&EN=&5R97-T(')A=&4@9G5T=7)E M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-3$P/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C(P+#DV,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@Q,BPY.#8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M6QE M/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR-BPT-3(\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XY,BPS.3@\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L,3DW+#8T,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE2!A=`T*(&9A M:7(@=F%L=64\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(')A=&4@ M;&]C:R!C;VUM:71M96YT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ+#(V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XQ+#(V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($9O#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$L,CDU/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XX+##(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@X M+#`Q-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^*28C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#=E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&1E#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@L-S$U/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L,C8Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L.38Q M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-S0L,3,P/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ+#(V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@0F]D>2`M+3X\ M+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#)P=#L@0D]2 M1$52+4)/5%1/33H@#L@34%21TE.+51/4#H@,3AP>"<^#0H@)B-X03`[/"]P/@T*(#QP M('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P M<'0[(%1%6%0M24Y$14Y4.B`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`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R,B!A;&EG;CTS1&-E;G1E$$P.S,Q+"`R,#$T/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DUO$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D5X8V5S$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L M,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A;&%N8V4L($1E8V5M8F5R M)B-X03`[,S$L(#(P,3,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%!U$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4U-"PV,#0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XV-34L-S$X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6UE M;G1S(&%N9"!S86QE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@U-S(L-3@V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-BPT,3,\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@S.2PR-3<\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S+#(Y M,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XW+#,T,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R M97-T(')A=&4@;&]C:R!C;VUM:71M96YT$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C4V+#,V-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C4V+#(V.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XV-2PP-3`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C0W+#8Y,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-H M86YG97,@:6X@:6YS=')U;65N="US<&5C:69I8R!C$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,T+##(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XH,2PP,3(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R."PV-C(\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$W+#,R-CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XH,38L-C0X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XQ-3$L,C(Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-BPV-#@\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$X-RPU,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@S-#0L M-S,S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@S-#0L-S,S/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Y+#@P M,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.S,Q+"`R,#$T/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(L,3DY+#4X,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4W+#,U.#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($-H86YG97,@:6X@9F%IF5D M(&1U#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XH,C@L-C8R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@Q-BPV-#@\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\=&%B;&4@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I% M.B`Q<'@[($U!4D=)3BU43U`Z(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\=&%B M;&4@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P M+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H M,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(')O=W-P86X],T0S M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DUO$$P.SPO=&0^#0H@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(')O=W-P86X],T0S(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/DYE="!I;G1E$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(')O=W-P86X],T0S(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R M/CQB/DUO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(')O M=W-P86X],T0S(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/E1O=&%L M/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!R;W=S<&%N/3-$,SXF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T2`M+3X- M"B`\='(@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($%S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A;&%N8V4L M($1E8V5M8F5R)B-X03`[,S$L(#(P,3(\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ.2PT-SD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$L,S0V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#(Q,"PW M.38\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*(%!U$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$L,#8S+#$V,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,BPP M,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6UE;G1S(&%N9"!S86QE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/B@R-34L,C$P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XH,3,L-S(U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,34L,S$Y/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-"PP-S8\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XH,C@X+#,S,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($%C8W)U86P@;V8@:6YT97)E$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XQ+#,T.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(')A=&4@ M;&]C:R!C;VUM:71M96YT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C0S+#0X,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XR,RPP-S$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-H86YG97,@:6X@ M:6YS=')U;65N="US<&5C:69I8R!C$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C0T+#`Q.#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(L,S`U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`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`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L-S(U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/CDL-#$U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-#(S M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R-BPV-S0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C8Q-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ-#$L,30T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\ M+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-S(U/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F M;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C8L-C6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C8Q-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF M(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$X-RPT-C<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%1R86YS9F5R$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF M(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q M-2PS-#<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO9F]N=#X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/ M3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O M;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%1R86YS9F5R6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-S6QE/3-$)T9/3E0M4TE: M13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X M03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/&9O;G0@$$P.SPO9F]N=#X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA! M,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-S6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4 M+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=& M3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F M;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4 M+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH.2PT-3$\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/ M3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-) M6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL M93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XH-S4L,#6QE/3-$)T9/3E0M4TE:13H@.'!T M)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X M03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-S4L M,#6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(L,#6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O M;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(Q."PQ,C@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^ M)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ+#(T.3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@ M.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR M-BPT-3(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F M;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-H86YG97,@:6X@9F%I MF5D(&1U$$P.R8C>$$P.SPO9F]N=#X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S,BPS,SD\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4 M+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F M;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=& M3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[ M/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS M1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P M.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$T-2PU M.38\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`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`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0R,B!A;&EG;CTS1&-E;G1E$$P.S,Q M+"`R,#$R/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R M9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/DUO$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DUO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H M,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/DEN=&5R97-T/"]B/CQB$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L M,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!C;VQS<&%N/3-$,C(@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO M=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#PA+2T@16YD(%1A8FQE($AE860@+2T^/"$M+2!" M96=I;B!486)L92!";V1Y("TM/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P M.S,Q+"`R,#$Q/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8Y-BPR-C8\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R.2PS,3`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Q-CDL.#$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XH,30L,CDR/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C$L M.#@X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR M,3(L-34U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.2PW-#4\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`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`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@U,BPQ,S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XH-3(L,C$R/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-C,\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(%-E#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#4P.#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#4P.#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)U=(251%+5-004-%.B!N;W=R87`G/FEN$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W,#@\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(T+#$W,#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C8X+#$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF M(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/CDS+#8U,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O M;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDL,CDS/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O M;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@X-3(\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P M.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q,36QE/3-$)T9/ M3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP M="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/&9O;G0@$$P.SPO M9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT M('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1R86YS9F5R M(&]F(&UO$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.SPO9F]N M=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T M>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4 M+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O M;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q,#DL-#0P/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@ M.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@W+#0W,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE: M13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X M03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-RPT M-S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z M(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF M;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS M1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1R86YS9F5R M$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF M(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\ M+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q.3@L.#0X M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.S,Q+"`R,#$R/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F M;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP M="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.2PT-SD\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4 M+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F M;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($-H86YG97,@:6X@9F%IF5D(&1U65A$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C4Q+#`R,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF M(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O M;G0@$$P.SPO9F]N=#X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4 M+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.SPO M9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@X-3(\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C8Y+#8T.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@ M0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C M>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.W-O;&0F(WA!,#MU;F1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.S,Q+"`R,#$Q/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$Q-2PT.3,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($-H86YG97,@:6X@9F%I$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%-A;&5S/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XH.#8W+#@S-CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($)A;&%N8V4L($1E8V5M8F5R)B-X03`[,S$L(#(P,3(\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE: M13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($-H86YG97,@:6X@9F%IF5D M(&1U65A6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T#L@34%21TE. M+51/4#H@,3)P>"<^#0H@)B-X03`[/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0[(%1%6%0M24Y$14Y4 M.B`X)2<^#0H@1F]L;&]W:6YG(&%R92!T:&4@9F%I2!O M9B!M;W)T9V%G92!L;V%N6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C M>$$P.SPO<#X-"B`\=&%B;&4@$$P.VUA='5R:71Y/"]B/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T2`M M+3X-"B`\='(@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO7,@9&5L:6YQ M=65N="`H,2D\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(U-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-3$\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/"]T$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(U M-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-3$\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(W+#`Y-3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R-C$L,C4P/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($YO="!I;B!F;W)E8VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C8P."PQ-#0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($EN(&9O$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,C0V+#4X M-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-S$Q+#(V.#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^ M#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@Y-S(L-3$X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C0L,S$P+#`Y-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$ M)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.S,Q+"`R,#$S/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D9A:7(@=F%L=64\ M+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/E!R:6YC:7!A;#QB$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N M/3-$8V5N=&5R/CQB/D1I9F9E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@ M=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#PA+2T@16YD(%1A8FQE($AE860@+2T^/"$M M+2!"96=I;B!486)L92!";V1Y("TM/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-U$$P.V1A>7,@9&5L:6YQ=65N=#PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XT-3$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(#DP M(&]R(&UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-CD\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($EN(&9O#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($UO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/B@S,S4L,C4X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($YO="!I;B!F;W)E8VQO$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@T-3(L,S8P/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-#DS+#8T,SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH-3@T+#$U.3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Q+#`S-BPU,C`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C0L,3DP+#(R,CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XH,2PS-S$L-S"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C0L-C,W+#8P.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\=&%B;&4@7,@87)E#0H@<&QA M8V5D(&]N(&YO;F%C8W)U86P@2!C;VYS;VQI9&%T960@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.V]N/&)R("\^#0H@)B-X03`[)B-X03`[)B-X03`[)B-X03`[ M;6]R=&=A9V4F(WA!,#LF(WA!,#LF(WA!,#LF(WA!,#L\8G(@+SX-"B!L;V%N M$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DYE=#QB$$P.R8C>$$P.R8C>$$P.R8C>$$P.VEN=&5R97-T)B-X03`[)B-X03`[)B-X M03`[)B-X03`[/&)R("\^#0H@:6YC;VUE/"]B/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@8V]L$$P.SPO M=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%S$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`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`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,U M-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,"PT,38\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`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`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(T-"PR.3<\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@P,SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@P,SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C`L.#,T/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/B@R,"PX,S0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-BPV-#@\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-BPV-#@\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(S,BPX,S0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@Q-BPV-#@\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W6QE/3-$)T9/3E0M M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($QI86)I;&ET:65S.CPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%S M$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@V M,3<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XH.2PP-S8\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@Y+#`W-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q."!A;&EG M;CTS1&-E;G1E6QE/3-$ M)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.R8C>$$P.R8C>$$P.R8C>$$P.SPO M8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(S M,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.3$L,S4V/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ+##(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$L-S(U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XQ,2PW,C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,2PW,C`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($5X8V5S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#0R,SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XV,38\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W.#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($QI86)I;&ET:65S.CPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($%S$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@Y,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,C#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR M+#$X-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@Y,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,C#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#$X-SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/"$M+2!%;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T M>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U! M4D=)3BU43U`Z(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H M,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/DYE="8C>$$P.V=A:6XF(WA!,#MO;CQB$$P.R8C>$$P.R8C>$$P.R8C>$$P.VUO6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L M,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P M.R8C>$$P.R8C>$$P.R8C>$$P.SPO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G M8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-#(\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+#`V-SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ.#@L,#4U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDU+#8Q M-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDU+#8Q-3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XY+#8X-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH.#4R/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XH.#4R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ-#(\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP M="<^)B-X03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA! M,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH.#4R/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/ M3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XR.34L-36QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($QI86)I;&ET:65S.CPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/&9O;G0@$$P.R8C>$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@ M$$P.SPO9F]N=#X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO9F]N=#X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=& M3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@ M.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT"<^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^ M)B-X03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O M;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!" M3U)$15(M0T],3$%04T4Z(&-O;&QA<'-E)R!C96QL$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`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`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/CDQ+#DY,#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XY,2PY.3`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@.'!T M)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/&9O;G0@$$P.R8C M>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(T.2PQ.3,\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S M='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F;VYT/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/"$M+2!%;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T M>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!- M05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8S+#`T,SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ.#0L,#8W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$X-"PP-C<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT M('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C(U-"PX-S`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP M="<^)B-X03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@ M0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#$R<'@G/@T*("8C M>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+51/4#H@,'!T)SX-"B!4:&4@9F]L;&]W:6YG('1A8FQE('-U;6UA M6QE/3-$)T9/3E0M4TE:13H@.'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0V(&%L:6=N/3-$8V5N=&5R/@T*(#QB/EEE87(F(WA!,#ME;F1E9"8C M>$$P.T1E8V5M8F5R)B-X03`[,S$L/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\+V(^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P M,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$-B!A M;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XH.#8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@U+#$S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,S`L,#,T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T* M(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5& M5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QI/E)E86P@17-T871E($%C M<75I6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[ M(%1%6%0M24Y$14Y4.B`X)2<^#0H@5&AE($-O;7!A;GD@;65A#(P,3D[(&9A:7(@=F%L=65S(&QE2!T:&4@<'5R8VAA2!R96-E:79I;F<@9W)E871E M<@T*(&%C8V5S2!B96EN M9R!H96QD(&9O'1E;F1E9`T*('!E2!D979E;&]P:6YG(&UAF5D(&EN M(#QI/E)E6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X M<'0G/@T*(#QI/DUOF5D($-OF5D(&-O&ES=&EN M9R!V86QU871I;VX@86QL;W=A;F-E(&9O6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@ M."4G/@T*(%=H96X@35-26EN9R!V86QU92!O9B!T:&4@35-2F5D(&EN#0H@8W5R M6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G M/@T*(%1H92!-86YA9V5R('!E2!R979I97=S('1H92!V87)I M;W5S(&EM<&%I2!I;B!T:&4@9F]R97-E96%B;&4@9G5T=7)E+"!A('=R:71E+61O=VX@;V8@ M=&AE#0H@8V]S="!O9B!T:&4@35-2F5D(&-O M#(P,3D[(&-AF%B:6QI='D@;V8@/&D^0V%S M:#PO:3X@870@:71S(&-AF5D#0H@8V]S="X@5&AE M($-O;7!A;GD@:&%S(&-L87-S:69I960@=&AE$$P.S,F(W@R,#%$.R!F:6YA M;F-I86P@6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4 M+4E.1$5.5#H@."4G/@T*(%1H92!.;W1E$$P.S,F(W@R,#%$.R!F:6YA;F-I86P-"B!S=&%T96UE;G0@:71E;7,@ M87,@;V8@1&5C96UB97(F(WA!,#LS,2P@,C`Q-"!D=64@=&\@=&AE(&QA8VL@ M;V8-"B!C=7)R96YT(&UA2!A;F0@=7-E(&]F(&$@8G)O M:V5R)B-X,C`Q.3MS(&EN9&EC871I;VX@;V8-"B!V86QU92!T;R!E#L@34%21TE.+51/4#H@,3AP>"<^#0H@)B-X03`[/"]P/@T*(#QP('-T>6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[($U! M4D=)3BU43U`Z(#!P="<^#0H@/&(^/&D^5F%L=6%T:6]N(%1E8VAN:7%U97,@ M86YD($%S#(P,4,[ M3&5V96PF(WA!,#LS)B-X,C`Q1#L@9FEN86YC:6%L('-T871E;65N="!I=&5M M#(P,3D[(&%N9"!L:6%B:6QI=&EE#(P,3D[('9A;'5E2P@86YD(&%R90T*(&)A&5C=71I=F4L(&9I;F%N8VEA;"P@;W!E2!M86YA9V5M96YT(&]F9FEC97)S(&]F M(%!&4TDN(%1H92!&058@9W)O=7`@;6]N:71O28C>#(P,3D[#(P,4,[3&5V96PF(WA!,#LS)B-X,C`Q1#L@9FEN86YC:6%L('-T871E;65N M="!I=&5M#(P,3D[('!E6QE/3-$)TU! M4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E. M1$5.5#H@."4G/@T*(%1H92!F;VQL;W=I;F<@9&5S8W)I8F5S('1H92!V86QU M871I;VX@=&5C:&YI<75E6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X M)2<^#0H@5&AE($-O;7!A;GDF(W@R,#$Y.W,@34)3('-E8W5R:71I97,@:6YC M;'5D92!!9V5N8WD@86YD('-E;FEO<@T*(&YO;BUA9V5N8WD@34)3+B!!9V5N M8WD@34)3(&%N9"!S96YI;W(@;F]N+6%G96YC>2!-0E,@87)E#0H@8V%T96=O M$$P.S(F(W@R,#%$.R!F:6YA;F-I M86P@2!-0E,@:7,@97-T:6UA=&5D#0H@8F%S960@ M;VX@<75O=&5D(&UA6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F%I6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL M87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS M1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$,3,E/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#,E(&%L:6=N M/3-$;&5F=#XF(W@R,#(R.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T M:#TS1#$E/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS M1&QE9G0^36]R=&=A9V4@;&]A;G,@=&AA="!AF5D(&%S("8C>#(P,4,[3&5V M96PF(WA!,#LR)B-X,C`Q1#L-"B!F:6YA;F-I86P@2!T:&4@6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/ M3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG M/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`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`Q<'@[($U!4D=) M3BU43U`Z(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E.1$5. M5#H@."4G/@T*($9O;&QO=VEN9R!I2!I;G!U=',@=7-E9"!I;B!T:&4-"B!V86QU871I;VX@;V8@;6]R M=&=A9V4@;&]A;G,@870@9F%I6QE/3-$)T9/3E0M4TE:13H@.'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#AP=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]2 M1$52+4)/5%1/33H@6QE/3-$)T)/4D1%4BU"3U143TTZ M(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1C96YT97(^/&(^1&5C96UB97(F(WA!,#LS,2PF(WA!,#LR,#$S/"]B/CPO M=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(#QI/DUO M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.S$U+C`E/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A9V4\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%1W96QV92UM;VYT:"!P"!C:&%N9V4\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1C96YT97(^-"XP)28C>$$P.R8C>#(P,3,[)B-X03`[-2XS)3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^,BXU)28C>$$P.R8C M>#(P,3,[)B-X03`[-"XS)3PO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%=E:6=H=&5D(&%V97)A9V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1C96YT97(^,"XP)28C>$$P.R8C>#(P,3,[)B-X03`[ M-BXU)3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^,"XP M)28C>$$P.R8C>#(P,3,[)B-X03`[,RXY)3PO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E M:6=H=&5D(&%V97)A9V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1C96YT97(^#0H@,"XP)28C>$$P.R8C>#(P,3,[)B-X03`[ M,C$$P.S,S+CDE/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1C96YT97(^#0H@.2XU)28C>$$P.R8C>#(P,3,[)B-X03`[ M,3,N-24\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%1W96QV92UM;VYT:"!P"!C:&%N9V4\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`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`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1C96YT97(^,2XQ)28C>$$P.R8C>#(P,3,[)B-X03`[,BXY)3PO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A9V4\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1C96YT97(^#0H@)B-X,C`Q-#LF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/C(N,B4\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1C96YT97(^#0H@)B-X,C`Q-#LF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/@T*(#$S+C0E)B-X03`[)B-X,C`Q M,SLF(WA!,#LR-RXY)3PO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A M9V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1C96YT97(^#0H@)B-X,C`Q-#LF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/C(R+C@E/"]T9#X- M"B`\+W1R/@T*(#PA+2T@16YD(%1A8FQE($)O9'D@+2T^/"]T86)L93X-"B`\ M<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`R<'0[($)/4D1%4BU"3U143TTZ M(')G8B@P+#`L,"D@,7!X('-O;&ED.R!-05)'24XM5$]0.B`P<'0[($Q)3D4M M2$5)1TA4.B`X<'0[(%=)1%1(.B`Q,"4G/@T*("8C>$$P.SPO<#X-"B`\=&%B M;&4@6UE;G0@4F%T90T* M("@F(W@R,#%#.T-04B8C>#(P,40[*2X\+W1D/@T*(#PO='(^#0H@/"]T86)L M93X-"B`\=&%B;&4@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QI/D5X M8V5SF5S($53 M4R!A#(P,4,[3&5V96PF(WA!,#LS)B-X,C`Q1#L-"B!F:6YA;F-I M86P@2!I;G!U=',@=7-E9"!I;@T*('1H92!E M6UE;G0@2!R96QA=&5D M+CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!%4U,@:7,@9V5N M97)A;&QY('-U8FIE8W0@=&\@;&]S2!E;F-O=7)A9V4@:6YC2!R961U8VEN9PT*('1H92!F86ER('9A M;'5E(&]F($534RX@4F5D=6-T:6]N2!T:')O=6=H(&-H86YG92!I M;B!F86ER('9A;'5E+CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]- M.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX- M"B!);G1E6EN9R!M;W)T9V%G97,N($-H86YG97,@=&\@97AP M96-T960@:6YT97)E6EE;&0@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@ M1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#$R<'@G/@T*("8C>$$P.SPO M<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+51/4#H@,'!T.R!415A4+4E.1$5.5#H@."4G/@T*($9O;&QO=VEN9R!A2!I;G!U=',@=7-E9"!I;B!D971E6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#AP=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D]21$52+4)/5%1/33H@6QE/3-$)T)/4D1% M4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1C96YT97(^/&(^1&5C96UB97(F(WA!,#LS,2PF(WA!,#LR M,#$S/"]B/CPO=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*(%5N<&%I9"!P$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($%V97)A9V4@15-3(')A=&4@*&EN(&)A$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^#0H@,2XW)28C>$$P.R8C M>#(P,3,[)B-X03`[,3(N,"4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$8V5N=&5R/@T*(#(N."4F(WA!,#LF(W@R,#$S.R8C>$$P.S$T+C0E/"]T M9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1C96YT97(^,"XT)B-X03`[)B-X,C`Q,SLF(WA! M,#LW+C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/C`N M.28C>$$P.R8C>#(P,3,[)B-X03`[."XP/"]T9#X-"B`\+W1R/@T*(#QT6UE;G0@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A9V4\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E"!S;VQI9#L@34%21TE.+51/4#H@,'!T.R!, M24Y%+4A%24=(5#H@.'!T.R!724142#H@,3`E)SX-"B`F(WA!,#L\+W`^#0H@ M/'1A8FQE('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@ M8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@ M8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS M1#0E(&%L:6=N/3-$;&5F=#XH,2D\+W1D/@T*(#QT9"!V86QI9VX],T1T;W`@ M86QI9VX],T1L969T/E!R:6-I;F<@#(P,3D[2!A<'!L:65S M(&$-"B!P#(P,40[*2!C=7)V92!F;W(@<'5R<&]S97,@;V8@9&ES8V]U;G1I M;F<@8V%S:`T*(&9L;W=S(')E;&%T:6YG('1O($534RX\+W1D/@T*(#PO='(^ M#0H@/"]T86)L93X-"B`\=&%B;&4@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QI M/D1EF5S($E23$-S(&%S(&$@)B-X,C`Q0SM,979E;"8C M>$$P.S,F(W@R,#%$.R!F:6YA;F-I86P-"B!S=&%T96UE;G0@:71E;2X\+W`^ M#0H@/'`@2!R97-U;'0@:6X@82!S:6=N:69I M8V%N="!C:&%N9V4@:6X@9F%I<@T*('9A;'5E+B!4:&4@9FEN86YC:6%L(&5F M9F5C=',@;V8@8VAA;F=E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T M.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1C96YT97(^/&(^1&5C96UB97(F(WA!,#LS,2PF(WA!,#LR,#$T/"]B M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/CQB/D1E M8V5M8F5R)B-X03`[,S$L)B-X03`[,C`Q,SPO8CX\+W1D/@T*(#PO='(^#0H@ M/"$M+2!%;F0@5&%B;&4@2&5A9"`M+3X\(2TM($)E9VEN(%1A8FQE($)O9'D@ M+2T^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P.R8C M>#(P,3,[)B-X03`[.3@N,"4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$8V5N=&5R/@T*(#8T+C@E)B-X03`[)B-X,C`Q,SLF(WA!,#LY."XP)3PO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V M97)A9V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E M;G1E6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1&-E;G1E$$P.S4N,CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^,2XT)B-X03`[)B-X,C`Q M,SLF(WA!,#LU+C$\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1&-E;G1E2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU! M4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z M(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]4 M5$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E.1$5.5#H@."4G M/@T*(%1H92!#;VUP86YY(&5S=&EM871E#(P,40[(&9I;F%N M8VEA;`T*('-T871E;65N="!I=&5M2!I;G!U=',@=7-E9"!I;B!T M:&4-"B!#;VUP86YY)B-X,C`Q.3MS(&1I2!M87)K970@<&%R=&EC:7!A;G1S('9A;'5I;F<@ M6EN M9R!L;V%N2!O9B!T:&]S M92!I;G!U=',@:6X@:7-O;&%T:6]N(&-O=6QD#0H@2!I;G!U=',@87)E(&YO="!N M96-E2!D:7)E8W1L>2!R96QA=&5D+@T*(%1H92!R97-U;'1S(&]F M('1H92!E#(P,3D[6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5. M5#H@."4G/@T*($U34G,@87)E(&=E;F5R86QL>2!S=6)J96-T('1O(&QO2!E;F-O=7)A9V4@:6YC2!R961U8V5S('1H92!L:69E(&]F('1H92!L;V%N2!L;W<@:6YT M97)E6UE;G0@8F5H879I;W(@ M;V8@=&AE('5N9&5R;'EI;F<@;6]R=&=A9V4-"B!L;V%N#L@ M34%21TE.+51/4#H@,3)P>"<^#0H@)B-X03`[/"]P/@T*(#QP('-T>6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0[(%1%6%0M M24Y$14Y4.B`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`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(&-O;'-P86X],T0Q,2!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#AP=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52 M+4)/5%1/33H@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1C96YT97(^/&(^06UOF5D(&-O$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(')G8B@P+#`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`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@-BXS)28C>$$P.R8C>#(P,3,[ M)B-X03`[,3$$P.S$W M+C4E/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1C96YT97(^#0H@-RXT)28C>$$P.R8C>#(P,3,[)B-X03`[,30N-"4\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1&-E;G1E$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1C96YT97(^.2XQ)3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT M97(^-RXU)3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@,2XQ)B-X03`[)B-X M,C`Q,SLF(WA!,#LW+C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.S6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT M97(^#0H@-RXV)28C>$$P.R8C>#(P,3,[)B-X03`[-38N-"4\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^.2XW)3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%N;G5A;"!P M97(M;&]A;B!C;W-T(&]F('-E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R0Q-#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.R0Q-#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1&-E;G1E$$P.R0Q M-#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1&-E;G1E$$P.R0V.#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>#(P,3,[)B-X03`[)#$T,#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>#(P,3,[)B-X03`[)#$T,#PO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A9V4\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C M96YT97(^)#8Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1C96YT97(^)#8X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)#8X/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)#8X M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1C96YT97(^)#8X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1C96YT97(^)#$$P.SPO<#X-"B`\=&%B;&4@#L@34%21TE.+51/4#H@,3)P>"<^#0H@)B-X03`[/"]P/@T*(#QP('-T M>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0[ M(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L;&]W:6YG(&ES(&$@<75A;G1I=&%T M:79E('-U;6UA6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H M,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0S M(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X03`[,S$L(#(P,30\+V(^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/CQB M/D%M;W)T:7IE9"!C;W-T/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$8V5N=&5R/CQB/D9A:7(@=F%L=64\+V(^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1C96YT97(^/&(^06UOF5D(&-O$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^/&(^1F%I M6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@8V]L$$P.V%N9"8C>$$P.V5F9F5C="8C>$$P.V]N)B-X03`[9F%I M$$P.W9A;'5E)B-X03`[86UO=6YT$$P.VEN/&)R("\^#0H@#0H@ M=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@ M2&5A9"`M+3X\(2TM($)E9VEN(%1A8FQE($)O9'D@+2T^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO6EN9R!V86QU93PO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE: M13H@,7!T)SX-"B`\=&0^/"]T9#X-"B`\=&0@8V]L$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)#(X+#`P-BPW M.3<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)#(S+#,Y.2PV,3(\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E M;G1E$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C M96YT97(^,RXX,"4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO$$P M.S$V+C,E/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1C96YT97(^#0H@-BXS)28C>$$P.R8C>#(P,3,[)B-X03`[,36QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A9V4\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT M97(^-RXY)3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^-BXW)3PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(#4E(&%D=F5R6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1C96YT97(^)"@Q,2PT,3`I/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)"@Q M+#@T-2D\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4 M:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^ M)"@R,BPP.#8I/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1C96YT97(^)"@S+#4W-RD\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%=E:6=H=&5D(&%V97)A9V4@;&EF92`H:6X@>65A$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@ M,2XX)B-X03`[)B-X,C`Q,SLF(WA!,#LW+C(\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.S6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%!R97!A M>6UE;G0@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@-RXX M)28C>$$P.R8C>#(P,3,[)B-X03`[-#6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)"@U+#0V M-RD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1&-E;G1E6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)"@Q M,BPQ,S@I/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1C96YT97(^)"@R+#@P,RD\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(#(P)2!A9'9E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>#(P,3,[)B-X M03`[)#$S-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>#(P,3,[)B-X03`[)#$S M-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>#(P,3,[)B-X03`[)#$T,#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>#(P,3,[)B-X03`[)#$T,#PO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A9V4\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1C96YT97(^)#8R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1C96YT97(^)#8R/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)#8X/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT M97(^)#8X/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)"@Q M-3@I/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)"@V-C@I/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)"@S M+#,Y,"D\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1&-E;G1E6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^ M)"@W+#(R."D\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1&-E;G1E$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)TU! M4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z M(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]4 M5$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E.1$5.5#H@."4G M/@T*(%1H92!P6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@ M."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QI/E-E8W5R:71I97,@4V]L9"!5 M;F1E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[ M(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F%I'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA'0^/&1I=CX-"B`\ M<"!S='EL93TS1"=M87)G:6XM=&]P.C$X<'0[(&UAF4Z,3!P=#L@9F]N="UF86UI;'DZ5&EM97,@3F5W(%)O;6%N M)SX-"B`\8CY.;W1E)B-X03`[.28C>#(P,30[4VAO&-E7!E.B!T97AT+VAT;6P[(&-H M87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U% M5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O M:'1M;#L@8VAA'0^/&1I=CX- M"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/ M4#H@,3AP="<^#0H@/&(^3F]T928C>$$P.S$P)B-X,C`Q-#M-;W)T9V%G92!, M;V%N6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@36]R=&=A9V4@;&]A;G,@ M86-Q=6ER960@9F]R('-A;&4@870@9F%I2!O2!T:&4@0V]M<&%N>2!F;W(-"B!R97-A;&4N($9O;&QO=VEN9R!I M6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T* M("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0V(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X03`[,S$L(#(P M,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0V(&%L:6=N/3-$8V5N=&5R/CQB M/D1E8V5M8F5R)B-X03`[,S$L(#(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!"3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9#L@5TE$5$@Z(#,T M+C0U<'0G/@T*(#QB/DQO86X@='EP93PO8CX\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!C;VQS<&%N/3-$,30@86QI9VX],T1C96YT97(^/&(^*&EN M#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`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`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($AE;&0@9F]R('-A;&4@=&\@4&5N;GE-86,@3&]A;B!397)V:6-E#(P,30[#0H@1V]V97)N;65N="UI;G-U$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,#DL,S(U/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y."PR-C4\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($QO86YS M('!L961G960@=&\@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT-30L,C$P M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R M/@T*(#QT"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($QO M86YS('!L961G960@=&\@6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H M92!#;VUP86YY(&ES(&YO="!A<'!R;W9E9"!B>2!':6YN:64@36%E(&%S(&%N M(&ES7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q.'!T)SX-"B`\8CY.;W1E)B-X03`[,3$F(W@R,#$T.T1E M2`M+3X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P M<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H M92!#;VUP86YY(&5N9V%G97,@:6X@:6YT97)E2!C:&%N9V5S#0H@ M:6X@:6YT97)E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!# M;VUP86YY(&ES(&5X<&]S960@=&\@<')I8V4@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!#;VUP86YY(&ES M(&%L2!I;F-L=61E M2!H961G92!N970-"B!F86ER('9A;'5E(&-H86YG97,@;V8@ M82!P;W)T:6]N(&]F(&9I>&5D+7)A=&4@;6]R=&=A9V4@;&]A;G,@870-"B!F M86ER('9A;'5E(&AE;&0@8GD@5DE%(&%N9"!-0E,@2!U6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H M92!#;VUP86YY(&1O97,@;F]T('5S92!D97)I=F%T:79E(&9I;F%N8VEA;"!I M;G-T2!H860@=&AE(&9O;&QO=VEN9R!D97)I=F%T:79E(&%S6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P M<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E M$$P.S,Q+"`R,#$S/"]B/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0V(&%L:6=N/3-$8V5N=&5R/CQB/D9A:7(@=F%L=64\+V(^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H M,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0V M(&%L:6=N/3-$8V5N=&5R/CQB/D9A:7(@=F%L=64\+V(^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!"3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P M="!S;VQI9#L@5TE$5$@Z(#,X+C9P="<^#0H@/&(^26YS=')U;65N=#PO8CX\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L M,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D1E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP M+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L M:6=N/3-$8V5N=&5R/CQB/D1E$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R M9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/D1E6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV M.34L-#@X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU+#8W.#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,C8Q/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-C`Q+#(X M,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU,CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV+#8T.3PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XS+#4X."PP,C<\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L,CDU/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,3`P+#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($U"4R!P=70@ M;W!T:6]N$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,T,"PP M,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W,CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($5U$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1R96%S M=7)Y(&9U='5R97,@$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P M-2PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L,S$Y/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%!U="!O<'1I;VYS(&]N(&EN=&5R97-T(')A=&4@9G5T=7)E M$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W-2PP,#`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C4V-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%1O=&%L(&1E$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($YE='1I;F<\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-#,P/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$L.38Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($UA$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP M('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q M,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!F;VQL;W=I;F<@=&%B;&4@ M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X- M"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.R!"3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I M(#%P="!S;VQI9#L@5TE$5$@Z(#8S+C0U<'0G/@T*(#QB/E!E$$P.R8C>$$P.R8C>$$P.R8C>$$P M.T1I$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D)A;&%N8V4L/"]B/CQB$$P.W!E$$P.R8C>$$P.R8C>$$P.R8C>$$P.SPO8CX\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($9O$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0U M+#DP-"PR-3,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M-C`Q+#(X,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XU-2PP,#`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Q+#@P,BPU,#`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C,T,"PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($U"4R!C86QL(&]P=&EO;G,\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,3`L,#`P/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(S,"PP,#`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($5U$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L,#,R+#`P M,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-"PS.#4L M,#`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW+#0R-BPP,#`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($5U$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@S+#(X-RPP,#`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@P,"PP,#`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%1R96%S=7)Y(&9U='5R92!S86QE(&-O;G1R86-T M$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P-2PP,#`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO2!F M=71U$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L-3,P+#`P,#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,BPU,#`L,#`P/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#`S,"PP,#`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%!U="!O<'1I M;VYS(&]N(&EN=&5R97-T(')A=&4@9G5T=7)E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C4R+#4P,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ+#8X-RPU,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E M;&QP861D:6YG/3-$,"!W:61T:#TS1#DR)2!A;&EG;CTS1&-E;G1E$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G M8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(')O=W-P86X],T0R(&YO=W)A<#TS1&YO=W)A<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#AP=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D]21$52+4)/5%1/33H@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P M+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P M+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($9O$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L M-3@X+#`R-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#(P-BPU,SD\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C0Y-2PP,#`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@S+#$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C4U+#`P,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#,Q,"PP,#`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y+#@U M,BPP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@L-S$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV-C`L,#`P/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@V-C`L,#`P/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE2!F=71U#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$X,"PP M,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@W-2PP,#`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($-A;&P@;W!T:6]N(&]N(&EN=&5R97-T(')A=&4@9G5T=7)E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU M,BPU,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!"3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9#L@5TE$ M5$@Z(#8S+C0U<'0G/@T*(#QB/E!E$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L M,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.R8C>$$P.R8C>$$P M.V]F)B-X03`[<&5R:6]D)B-X03`[)B-X03`[)B-X03`[)B-X03`[/"]B/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%EE87(@96YD960@1&5C96UB97(F(WA!,#LS,2P@,C`Q,CPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,C`V+#4S M.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XW-38L-CDQ/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C,X+#DY-2PY,C,\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C0L,C8V+#DX,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XR."PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@R+#$Q."PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C0Y-2PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($U"4R!C86QL(&]P=&EO;CPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C4L,#`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/CDP+#`P,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XH.34L,#`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M M+2!%;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU! M4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E. M1$5.5#H@."4G/@T*(%1H92!#;VUP86YY(')E8V]R9&5D(&YE="!G86EN0T*(&]F(&UO65A2!R96-O$$P.VUI;&QI;VX@ M9F]R('1H92!Y96%R2X@5&AE(&1E28C>#(P,3D[7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0@0FQO8VL@6T%B'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0G/@T*(#QB/DYO=&4F(WA! M,#LQ,B8C>#(P,30[36]R=&=A9V4@3&]A;G,@870@1F%I6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#DR)2!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D9A:7(\+V(^/&)R M("\^#0H@/&(^=F%L=64\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP M+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L M:6=N/3-$8V5N=&5R/CQB/E5N<&%I9#PO8CX\8G(@+SX-"B`\8CYP6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-#$U+#0T M-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($9I>&5D(&EN=&5R97-T(')A=&4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XS,C(L-S`T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C0T.2PT.38\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE#(P,4,[05)-)B-X,C`Q1#LI+VAY M8G)I9#PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R-RPT,#4\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-C4L,S(W/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`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`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A;&QO M;VX\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-3@\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S.3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XR,3,\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8P-BPY-SD\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-C`P+#,Q-SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO2!W M:&]S92!S=&]C:R!I#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/"$M+2!% M;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5. M5#H@."4G/@T*($9O;&QO=VEN9R!I6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/ M3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG M/3-$,"!W:61T:#TS1#6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!"3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI M9#L@5TE$5$@Z(#0Y+C-P="<^#0H@/&(^0V]N8V5N=')A=&EO;CPO8CX\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^/&(^ M1&5C96UB97(F(WA!,#LS,2PF(WA!,#LR,#$T/"]B/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X03`[,S$L M)B-X03`[,C`Q,SPO8CX\+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@ M2&5A9"`M+3X\(2TM($)E9VEN(%1A8FQE($)O9'D@+2T^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE2UV86QU92!I;B!E>&-E$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($%D9&ET:6]N86P@6QE M/3-$)TU!4D=)3BU"3U143TTZ(#%P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0G(&%L M:6=N/3-$8V5N=&5R/DYE=R8C>$$P.TIE3QB$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E M,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!? M83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA'0@0FQO8VL@6T%B'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/&1I=CX-"B`\<"!S='EL93TS M1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T)SX-"B`\ M8CY.;W1E)B-X03`[,3,F(W@R,#$T.TUO6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U3 M25I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)' M24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L;&]W:6YG(&ES M(&$@2!O9B!T:&4@9&ES=')I8G5T:6]N(&]F('1H92!#;VUP86YY M)B-X,C`Q.3MS#0H@;6]R=&=A9V4@;&]A;G,@=6YD97(@9F]R=V%R9"!P=7)C M:&%S92!A9W)E96UE;G1S(&%T(&9A:7(@=F%L=64Z/"]P/@T*(#QP('-T>6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)' M24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0V(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M M8F5R)B-X03`[,S$L(#(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0V(&%L M:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X03`[,S$L(#(P,3,\+V(^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9#L@5TE$5$@Z(#,T+C0U<'0G/@T*(#QB/DQO86X@='EP M93PO8CX\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($YO;G!E$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($9I>&5D/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$Y+#(Y,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XR.2PT.38\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($%232]H>6)R:60\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C,Q+#DS,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-#@U/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(L-#4U/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT,"PR M.#<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XR,3@L,3(X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS,S(L-#@T/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($9O;&QO=VEN9R!I$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,B!A;&EG;CTS1&-E;G1E$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$ M,B!A;&EG;CTS1&-E;G1E$$P.S,Q+#PO8CX\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(WA!,#LF(WA! M,#LF(WA!,#LF(WA!,#LF(WA!,#LF(WA!,#LF(WA!,#LF(WA!,#LF(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XW,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)28C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%!E2!#86QI9F]R;FEA(')E86P@97-T M871E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR-3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`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`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#Y-87)Y;&%N9#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#PO=&%B;&4^#0H@/"]D:78^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@ M(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C M,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V M,#=E-&%D+U=O'0O:'1M;#L@8VAA'0^/&1I=CX-"B`\ M<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@ M,'!T)SX-"B`\8CY.;W1E)B-X03`[,30F(W@R,#$T.U)E86P@17-T871E($%C M<75I$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N)SX-"B`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`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1R86YS9F5R$$P.R8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%1R86YS9F5R$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(Q+#@Q.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%9A;'5A=&EO;B!A9&IU$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($=A:6X@;VX@$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P+#4S,3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-BPT-#`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q.#0L-#8W/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XH,3(P+#DR-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($)A;&%N8V4@870@96YD(&]F('!E$$P.R8C>$$P.SPO M=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%T('!E6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%)% M3R!P;&5D9V5D('1O('-E8W5R92!A$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDL M,#8Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%)%3R!H96QD(&EN(&$@8V]N$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA#(P,30[4F5A;"!%2!I;B!214\@=6YD M97(@9F]R=V%R9`T*('!U6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!- M05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG M;CTS1&-E;G1E$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(R+#DW M.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%1R86YS9F5R$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1R86YS9F5R M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,3(L M-S,W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,3$W/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C$L.#$Y/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q,3(\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@T-#D\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,P-CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XY,CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XR+#,Q.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@T-S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R,#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%!R;V-E961S(&9R;VT@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@Y+#DQ,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDL,3,X/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M'0@0FQO8VL@6T%B'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0G/@T*(#QB/DYO=&4F(WA!,#LQ M-B8C>#(P,30[36]R=&=A9V4@4V5R=FEC:6YG(%)I9VAT6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO M<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%!U$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($U3 M4G,@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C0W+#8Y,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XR,RPP-S$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(T+#0Y M,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#4R.#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Q,2PT-34\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$L,S,X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W,#@\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-BPV-#@\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C8Q-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH.#4R/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@Q,SD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$L,S0V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ M(#)P=#L@0D]21$52+4)/5%1/33H@(S`P,#`P,"`Q<'@@2!R969L96-T MF%T:6]N#0H@;V8@97AP96-T960@8V%S:"!F;&]W$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P M<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#0E.R!-05)'24XM5$]0.B`P<'0G/@T*(#QI M/D-AF5D($-O6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L M;&]W:6YG(&ES(&$@2!O9B!-4U)S(&-AF5D(&-O6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P M.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S,BPY-S<\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C4L,C@R/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XW,RPV-#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M,S,L,34Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%M;W)T M:7IA=&EO;CPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@S,2PY M,3$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R-BPR-#$\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U+#0V,#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%-A;&5S/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A M;&%N8V4@870@96YD(&]F('!E$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,P M."PQ,S<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%9A;'5A=&EO;B!!;&QO=V%N8V4Z/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($)A;&%N8V4@870@8F5G:6YN:6YG(&]F('!E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@R+#4W-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0L.3

$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@W+#4T-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W+#4T-SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C(V-"PQ,C`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R M-2PT,S`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4 M+4E.1$5.5#H@."4G/@T*(%1H92!F;VQL;W=I;F<@=&%B;&4@28C>#(P,3D[6EN9R!T:&4@9F]L;&]W:6YG(&5S=&EM871E M('=I;&P@8VAA;F=E(&%S(&UA2!D971E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO M<#X-"B`\=&%B;&4@$$P.TU34CQB$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(#(P,34\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\ M<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@ M,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!397)V:6-I;F<@9F5E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!"3U)$15(M0T],3$%04T4Z(&-O;&QA<'-E)R!C96QL6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q M,"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^ M*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-O;G1R86-T=6%L M;'DM$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\ M+V1I=CX\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0@0FQO8VL@6T%B M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$&)R;"QB;V1Y("TM/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L M;&]W:6YG(&ES(&$@2!O9B!F:6YA;F-I86P@:6YF;W)M871I;VX@ M6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C M>$$P.SPO<#X-"B`\=&%B;&4@6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($%V97)A9V4@8F%L86YC93PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR M+#,Q,2PR-S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-34R+#DQ,CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`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`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,#,Y+#8P-3PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($%V86EL86)L92!B;W)R;W=I;F<@8V%P86-I='DZ/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($-O;6UI='1E9#PO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XV-3(L,S8P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`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`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-3`L,#`P/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C,U,"PP,#`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDY,RPX.3@\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($9A:7(@=F%L=64@;V8@87-S971S('-E8W5R:6YG(&%G$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C8P.2PV,#@\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,S$U+#,Q M,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XY-#DL,#8P/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\=&%B;&4@2X\+W1D/@T*(#PO='(^#0H@/"]T86)L93X- M"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/ M4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!&;VQL;W=I;F<@:7,@82!S M=6UM87)Y(&]F(&UA='5R:71I97,@;V8@;W5T6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#AP=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4)/5%1/33H@$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C M;VQS<&%N/3-$,B!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4P."PP M.#,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($]V97(@.3`F(WA!,#MD87ES('1O(#$X,"!D87ES/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`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`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@2`H:6X@;6]N=&AS*3PO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8N M.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#PA+2T@16YD(%1A8FQE($)O M9'D@+2T^/"]T86)L93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P M<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!4 M:&4@0V]M<&%N>2!I2!B92!R97%U:7)E9"!T;R!R97!A>2!A#0H@<&]R M=&EO;B!O9B!T:&4@8F]R6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P M<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@5&AE(&%M;W5N="!A="!R:7-K("AT M:&4@9F%I28C>#(P,3D[F5D(&)Y(&-O=6YT97)P M87)T>2!B96QO=R!A6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QI/DUO6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B M;&4@$$P.V%T)B-X03`[$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^#0H@/&(^36]R=&=A9V4F M(WA!,#ML;V%N$$P.V%C<75I6QE/3-$)U=(251%+5-004-%.B!N;W=R87`G/G=E M:6=H=&5D+6%V97)A9V4\+V9O;G0^/&)R("\^#0H@$$P M.V%G28C>$$P.SPO8CX\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@6QE/3-$)T9/3E0M4TE:13H@.'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-I M=&EB86YK+"!.+D$N/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0Q-RPP M-3D\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-R961I="!3=6ES$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1C96YT97(^36%Y)B-X03`[.2PF(WA!,#LR,#$U M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%1H92!2;WEA;"!"86YK(&]F(%-C;W1L86YD($=R;W5P/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P,2PR-34\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1&-E;G1E2`Q-RP@,C`Q-3PO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($)A;FL@;V8@06UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^36%R8V@F(WA!,#LQ-RPF(WA! M,#LR,#$U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1C96YT97(^1F5B$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P M.S$W+"8C>$$P.S(P,34\+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@ M0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`Q.'!T.R!415A4+4E.1$5.5#H@."4G/@T* M(#QI/E-E8W5R:71I97,@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P M.SPO<#X-"B`\=&%B;&4@$$P.V%T)B-X03`[ M$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^/&(^36%T=7)I M='D\+V(^/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#PA+2T@16YD M(%1A8FQE($AE860@+2T^/"$M+2!"96=I;B!486)L92!";V1Y("TM/@T*(#QT M$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($-R961I="!3=6ES6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1C96YT97(^1F5B$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E M;G1E28C>$$P.S$L)B-X03`[,C`Q-3PO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0@0FQO8VL@6T%B'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q.'!T)SX-"B`\8CY.;W1E(#$X M("T@36]R=&=A9V4@3&]A;B!087)T:6-I<&%T:6]N(&%N9"!386QE($%G2!T:&4@;&5N9&5R(&9O0T*(')E;&%T960@:&5D9VEN9R!C;W-T6QE/3-$)TU! M4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q.'!T.R!-05)'24XM5$]0 M.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P M+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+"8C>$$P.S(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($1U65A$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H M=&5D+6%V97)A9V4@:6YT97)E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ+C0R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`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`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(%=E:6=H=&5D+6%V97)A9V4@:6YT97)E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$N-#(\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)TU!4D=)3BU"3U143TTZ(#)P M=#L@0D]21$52+4)/5%1/33H@&-L=61EF%T:6]N(&]F#0H@8V]M;6ET;65N="!F965S(&]F("0R-C8L,#`P(&9O65A7!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T M<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@ M8VAA2!A="!&86ER(%9A;'5E/&)R/CPO'0@0FQO M8VL@6T%B'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$2!A="!&86ER(%9A;'5E/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\9&EV/@T*(#QP('-T>6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q.'!T)SX- M"B`\8CY.;W1E(#$Y)B-X,C`Q-#M!6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@ M1F]L;&]W:6YG(&ES(&$@2!O9B!F:6YA;F-I86P@:6YF;W)M871I M;VX@6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G M/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($1U65A$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C0S+#$P.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D+6%V97)A9V4@969F96-T M:79E(&EN=&5R97-T(')A=&4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XS+C@R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+C8Y/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92`\ M:3Y!2X@5&AE#0H@87-S971S(&]F('1H92!6244@87)E('1H92!O;FQY M('-O=7)C92!O9B!F=6YD3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R M8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D M8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V M<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@4$U#(&ES28C>$$P.S$L(#(P,C`N(%1H92!. M;W1E$$P M.W!E2X@5&AE($YO=&5S(&%R M90T*(&5X8VAA;F=E86)L92!I;G1O(&-O;6UO;B!S:&%R97,@;V8@=&AE($-O M;7!A;GD@870@82!R871E(&]F(#,S+C8V.3D-"B!C;VUM;VX@&-H86YG92!R871E(&]F(#,S+C4Q-#DN#0H@5&AE(&EN8W)E87-E(&EN('1H M92!C86QC=6QA=&5D(&5X8VAA;F=E(')A=&4@=V%S('1H92!R97-U;'0@;V8@ M8V%S:`T*(&1I=FED96YD&-E961I;F<@=&AE(&1I=FED96YD('1H$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT65A$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($)A;&%N8V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"!S;VQI9#L@34%2 M1TE.+51/4#H@,'!T.R!,24Y%+4A%24=(5#H@.'!T.R!724142#H@,3`E)SX- M"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('9A;&EG M;CTS1'1O<"!W:61T:#TS1#0E(&%L:6=N/3-$;&5F=#XH,2D\+W1D/@T*(#QT M9"!V86QI9VX],T1T;W`@86QI9VX],T1L969T/E5N86UOF5D(&ES7!E.B!T97AT+VAT;6P[(&-H M87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U% M5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O M:'1M;#L@8VAA6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@ M1F]L;&]W:6YG(&ES(&$@2!O9B!F:6YA;F-I86P@:6YF;W)M871I M;VX@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%=E:6=H=&5D+6%V97)A9V4@8F%L86YC93PO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`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`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,C8L-3@P/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`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`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA2!F;W(@3&]S'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+51/4#H@,3AP="<^#0H@/&(^3F]T92`R,B8C>#(P,30[3&EA8FEL M:71Y(&9O6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@ M1F]L;&]W:6YG(&ES(&$@2!O9B!T:&4@0V]M<&%N>28C>#(P,3D[ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`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`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C(P-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XT+#(U-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XU+#8V.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XT+#(S-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XH,3(S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0L M-#0Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%5N<&%I9"!P6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/"]T86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`P<'0G/@T*(#QB/DYO=&4@,C,F(W@R,#$T.T-O M;6UI=&UE;G1S(&%N9"!#;VYT:6YG96YC:65S/"]B/CPO<#X-"B`\(2TM('AB M2`M+3X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[ M($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#@E.R!-05)'24XM5$]0.B`V<'0G/@T*(#QB/CQI M/DQI=&EG871I;VX\+VD^/"]B/CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM M0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4+4E.1$5.5#H@ M."4G/@T*($9R;VT@=&EM92!T;R!T:6UE+"!T:&4@0V]M<&%N>2!M87D@8F4@ M:6YV;VQV960@:6X@=F%R:6]U2!B M92!L:6ME;'D@=&\@:&%V92!A#0H@;6%T97)I86P@861V97)S92!E9F9E8W0@ M;VX@=&AE($-O;7!A;GDN/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G M/@T*(#QB/CQI/DUO28C>#(P,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T M.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=-05)'24XM0D]45$]-.B`Q<'0[($9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@ M34%21TE.+51/4#H@,'!T.R!415A4+4E.1$5.5#H@+3%E;2<^#0H@36]R=&=A M9V4@;&]A;G,@86-Q=6ER960@9F]R('-A;&4@870@9F%I6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA3QB'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/&1I=CX-"B`\ M<"!S='EL93TS1"=M87)G:6XM=&]P.C$X<'0[(&UAF4Z,3!P=#L@9F]N="UF86UI;'DZ5&EM97,@3F5W(%)O;6%N M)SX-"B`\8CY.;W1E(#(T)B-X,C`Q-#M3:&%R96AO;&1E6QE/3-$)VUA3I4:6UE2!/ M9F9E6QE/3-$)V9O;G0M2`D.#DN-B!M:6QL:6]N+"!N970@ M;V8@3I4 M:6UEF4Z.#4E.R!V97)T:6-A;"UA;&EG;CIT;W`G/E--/"]S=7`^ M+B!4:&4@0V]M<&%N>2!D:60@;F]T#0H@65A3I4:6UE2!I28C>#(P,3D[2!D97-C2!I2!W:6QL#0H@&EM=6T@2!W87,@<&%I9"!T;R!T:&4@=6YD97)W3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R M8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D M8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'0@0FQO8VL@6T%B'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P M<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+51/4#H@,'!T)SX-"B`\8CY.;W1E)B-X03`[,C4F(W@R M,#$T.TYE="!'86EN(&]N($UO&)R;"QB;V1Y("TM/@T*(#QP('-T>6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1% M6%0M24Y$14Y4.B`X)2<^#0H@3F5T(&=A:6X@;VX@;6]R=&=A9V4@;&]A;G,@ M86-Q=6ER960@9F]R('-A;&4@:7,@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P M86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS M1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@8V]L$$P M.SPO=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-A M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S+#DQ.#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-36QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@W."PQ-3`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@V,"PW-3$\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@T,RPQ,C(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($YO;B!C87-H(&=A:6XZ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(%)E8V5I<'0@;V8@35-2$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(%!R;W9I$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C0L-#$R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q M."PR,S`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S+#$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C0S+#8Y,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Q,2PU,3@\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/CDL-34R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L.34S/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$T-RPV-S4\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C M,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V M,#=E-&%D+U=O'0O:'1M;#L@8VAA6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`V<'0G/@T*($YE="!I;G1E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO M<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%-H;W)T+71E$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C0R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C@L,C(V/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(L,3,X/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C(L,#@T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(S+#DW-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XS,RPW,C8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`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`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT.#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,#D\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/"]T"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C(X+#`R-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,S8S/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C,L-S`W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,SDV/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE&-H86YG96%B;&4@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/CDL-3@P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($YO M=&4@<&%Y86)L92!S96-U#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C,L,38R/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C(L-3,S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,3`X/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8U+#(R,CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XS,2PV-#(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C4W+#8T,#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/&1I=CX-"B`\<"!S='EL M93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T)SX- M"B`\8CY.;W1E(#(W)B-X,C`Q-#M.970@1V%I;B!O;B!);G9EF5D(&)E;&]W.CPO<#X-"B`\<"!S M='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3)P=#L@ M34%21TE.+51/4#H@,'!T)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E M6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N M/3-$8V5N=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L M:6=N/3-$8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@ M=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Q+#,T-SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C8Q,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@V+#@P,CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($%G96YC>2!D96)T('-E8W5R:71Y/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XQ+##(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE&-E#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(R-RPT.#@\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,C$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"<^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q.'!T)SX- M"B`\8CY.;W1E(#(X)B-X,C`Q-#M.970@3&]A;B!397)V:6-I;F<@1F5EF5D(&)E;&]W.CPO<#X-"B`\<"!S M='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3)P=#L@ M34%21TE.+51/4#H@,'!T)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E M6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N M/3-$8V5N=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L M:6=N/3-$8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@ M=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`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`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($-AF5D(&-O6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH,S$L.3$Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XH,C8L,C0Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XH-2PT-C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@U+#$S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-BPV-#@\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8Q-CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XH.#4R/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$Q+#4R-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,2PY.#@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,3(S/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W-30\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@ M,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%V97)A9V4@$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@"!S;VQI9#L@34%21TE.+51/4#H@,'!T.R!,24Y% M+4A%24=(5#H@.'!T.R!724142#H@,3`E)SX-"B`F(WA!,#L\+W`^#0H@/'1A M8FQE('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L M;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R M9&5R/3-$,#X-"B`\='(^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#0E M(&%L:6=N/3-$;&5F=#XH,2D\+W1D/@T*(#QT9"!V86QI9VX],T1T;W`@86QI M9VX],T1L969T/DEN8VQU9&5S(&-O;G1R86-T=6%L;'D@'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@5TA)5$4M4U!!0T4Z(&YO#L@+7=E8FMI="UT97AT+7-T6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@5TA)5$4M4U!!0T4Z(&YO"<^#0H@5&AE($-O;7!A;GD@:&%S M(&%D;W!T960@86X@97%U:71Y(&EN8V5N=&EV92!P;&%N('=H:6-H('!R;W9I M9&5S(&9O<@T*('1H92!I65E4UA8R!T:&%T('!R;W9I9&4@ M2!T:&4@8F]A"<^#0H@5&AE($-O;7!A;GDF(W@R,#$Y.W,@97%U:71Y(&EN8V5N M=&EV92!P;&%N(&%L;&]W#L@0T],3U(Z(')G8B@P+#`L,"D[($9/3E0Z(#%P>"`G5&EM97,@3F5W(%)O M;6%N)SL@34%21TE.+51/4#H@,3)P>#L@3$545$52+5-004-)3D#L@+7=E8FMI="UT97AT+7-T6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M5TA)5$4M4U!!0T4Z(&YO'0M M2!S:&%R97,@2!I;F-E;G1I=F4@<&QA M;B!A6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@5TA)5$4M4U!!0T4Z(&YO"<^ M#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)SL@0D]21$52+4-/ M3$Q!4%-%.B!C;VQL87!S93L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%=/4D0M M4U!!0TE.1SH@,'!X.R!,151415(M4U!!0TE.1SH@;F]R;6%L.R!415A4+4E. M1$5.5#H@,'!X.R`M=V5B:VET+71E>'0M#L@0T],3U(Z(')G8B@P+#`L,"D[ M($9/3E0Z(#9P="`G5&EM97,@3F5W(%)O;6%N)SL@34%21TE.+51/4#H@,'!T M.R!,151415(M4U!!0TE.1SH@;F]R;6%L.R!415A4+4E.1$5.5#H@,'!X.R`M M=V5B:VET+71E>'0M$$P.SPO<#X- M"B`\=&%B;&4@#L@ M3$545$52+5-004-)3D#L@+7=E M8FMI="UT97AT+7-T#(P,C([/"]T9#X- M"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#YS:&%R97,@87)E('-U6UE;G0@;V8@96ET M:&5R('1H92!E>&5R8VES92!P65A2!I;F-E;G1I=F4@<&QA;B!W:6QL(&AA=F4@82!T M97)M(&]F(&YO(&QO;F=E28C>#(P,3D[ M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@5TA)5$4M M4U!!0T4Z(&YO'0M#(P,3D["<^#0H@5&AE('1A8FQE(&)E;&]W('-U M;6UA'!E;G-E.CPO<#X-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[(%=(251%+5-004-%.B!N;W)M86P[(%1%6%0M5%)! M3E-&3U)-.B!N;VYE.R!73U)$+5-004-)3D#L@0T],3U(Z(')G8B@P M+#`L,"D[($9/3E0Z(#$R<'0@)U1I;65S($YE=R!2;VUA;B<[($U!4D=)3BU4 M3U`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`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XS,#`L,3,Q/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C(U-2PT-#4\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@R,S0L-#8V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XH,C4S+#4P.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XH,2PV,C4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@V M+#$X,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C8V-2PV,3<\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M("=4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$U+CDR/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ,BXU-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(S+CDQ/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ."XY,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R+C$U/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(P+C`V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-BXX,CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C8L,#,R+#`P,#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C4L-SDX+#`P,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#PO=&%B;&4^ M#0H@/'`@"!S;VQI M9#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%=/4D0M4U!!0TE.1SH@,'!X.R!# M3TQ/4CH@"<^#0H@)B-X03`[/"]P/@T*(#QT86)L M92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B`G5&EM M97,@3F5W(%)O;6%N)SL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S93L@5$58 M5"U44D%.4T9/4DTZ(&YO;F4[(%=/4D0M4U!!0TE.1SH@,'!X.R!,151415(M M4U!!0TE.1SH@;F]R;6%L.R!415A4+4E.1$5.5#H@,'!X.R`M=V5B:VET+71E M>'0M$$P.S,Q+"`R M,#$T+B!4;W1A;"!U;FET#(P,3D[6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@5TA)5$4M4U!!0T4Z(&YO'0M7!E.B!T M97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE M860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT M96YT/3-$)W1E>'0O:'1M;#L@8VAA'!E;G-EF4Z,3!P=#L@9F]N="UF86UI;'DZ5&EM97,@3F5W(%)O;6%N)SX-"B`\8CY. M;W1E(#,P)B-X,C`Q-#M/=&AE'!E;G-E6QE/3-$9F]N="US:7IE.C$R<'0[;6%R9VEN M+71O<#HP<'0[;6%R9VEN+6)O='1O;3HP<'0^#0H@)B-X03`[/"]P/@T*(#QT M86)L92!C96QL3I4:6UEF4Z.'!T)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)V)O$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT3I4:6UE M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$ M,B!A;&EG;CTS1&-E;G1E6QE/3-$)V)O$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^ M/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE M/3-$)VUA$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)VUA M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]TF4Z,3!P="<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=M87)G:6XM;&5F=#HQ+C`P96T[('1E>'0M:6YD M96YT.BTQ+C`P96T[(&9O;G0M3I4:6UE M$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XR+#8S.#PO=&0^#0H@/'1D(&YO=W)A<#TS M1&YO=W)A<"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XT+#4X-#PO=&0^#0H@/'1D(&YO=W)A<#TS1&YO M=W)A<"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XW-3(\+W1D/@T*(#QT9"!N;W=R87`],T1N;W=R87`@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/"]TF4Z,3!P="<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=M87)G:6XM;&5F=#HQ+C`P96T[('1E>'0M:6YD96YT.BTQ+C`P96T[(&9O M;G0M3I4:6UE$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDX M.3PO=&0^#0H@/'1D(&YO=W)A<#TS1&YO=W)A<"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XX.3`\+W1D M/@T*(#QT9"!N;W=R87`],T1N;W=R87`@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CL@9F]N="US:7IE.C$P M<'0G/@T*(#QT9"!V86QI9VX],T1T;W`^#0H@/'`@F4Z M,3!P=#L@9F]N="UF86UI;'DZ5&EM97,@3F5W(%)O;6%N)SX-"B!496-H;F]L M;V=Y/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@R-CPO=&0^#0H@/'1D M(&YO=W)A<#TS1&YO=W)A<"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW,#$\+W1D/@T*(#QT9"!N;W=R M87`],T1N;W=R87`@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/"]TF4Z,3!P="<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`\<"!S='EL93TS1"=M87)G:6XM;&5F=#HQ+C`P96T[('1E>'0M:6YD96YT M.BTQ+C`P96T[(&9O;G0M3I4:6UEF%T:6]N/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!N;W=R87`],T1N;W=R87`@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D(&YO=W)A<#TS1&YO M=W)A<"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D(&YO=W)A<#TS1&YO=W)A<"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)VUA$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XR+#0V,SPO=&0^#0H@/'1D(&YO=W)A<#TS1&YO M=W)A<"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XR+#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ+#4X,CPO=&0^#0H@/'1D(&YO=W)A<#TS1&YO=W)A<"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=B;W)D M97(M=&]P.C$N,#!P>"!S;VQI9"`C,#`P,#`P)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)V)O$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)V)O$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@3I4:6UE$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=B;W)D M97(M=&]P.C,N,#!P>"!D;W5B;&4@(S`P,#`P,"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=B;W)D M97(M=&]P.C,N,#!P>"!D;W5B;&4@(S`P,#`P,"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)V)O6QE/3-$)V)O3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%? M83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@ M8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$2!H87,@96QE8W1E9"!T;R!B92!T87AE9"!A6EN9R!D:7-T2!B96QI M979E2!D:69F M97)E;F-E&%B M;&4@:6YC;VUE#0H@*&)E9F]R92!D961U8W1I;VX@9F]R('%U86QI9GEI;F<@ M9&ES=')I8G5T:6]N2`H)B-X,C`Q0SM44E,F(W@R,#%$ M.RD@86YD('1H90T*(&UE=&AO9"!O9B!D971E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($EN(&=E;F5R M86PL(&-A2!B92!C:&%R86-T97)I>F5D(&%S M#0H@8V%P:71A;"!G86EN(&1I&EM871E#0H@=&%X(&-H87)A8W1E6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C M>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$ M)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#AP=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D]21$52+4)/5%1/33H@(S`P,#`P,"`Q<'0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.V=A:6X\+V(^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/E)E='5R;B8C>$$P.V]F/&)R("\^#0H@8V%P M:71A;#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@V/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XQ-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(#(P,3,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XX,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\+W1R/@T*(#PO M=&%B;&4^#0H@/'`@&5S(&9O28C>#(P,3D["!E>'!E;G-E#0H@ M*&)E;F5F:70I('=H:6-H(')E;&%T97,@<')I;6%R:6QY('1O('1H92!44E-S M(&9O$$P.R8C>$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@8V]L$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-U6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($9E9&5R86P\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%-T871E/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@R+#(S,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C0U-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,3(L,C0V/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XV+#0T-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`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`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%1O=&%L("AB96YE9FET*2!P$$P.R8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@&5S(&9O65A$$P.S,Q+"`R,#$T(&%N9"!$96-E;6)E$$P.S,Q+"`R,#$S('!R:6UA M2!R96QA=&5S#0H@=&\@35-22!R96-E:79E9"!P M=7)S=6%N="!T;R!S86QE&5S(&%T('1H92!# M;VUP86YY)B-X,C`Q.3MS(&5F9F5C=&EV92!R871E(&9O6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R,B!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/D%M;W5N=#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L"!R871E/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C8R+#@Q,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XS-2XP/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XE)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C,U+C`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($5F9F5C="!O9B!N;VXM=&%X86)L92!214E4 M(&EN8V]M93PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W-"PT M.#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@T,2XU/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE*28C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C0L.30S/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,3,N-#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*24F(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XH,RPS.#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q M+CD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#0Q.3PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ+C$\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C@L,30P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0N-#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)28C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($]T:&5R/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XP M+C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0V.#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XP+C(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@Q,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C`N,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XP+C`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*("A"96YE9FET*2!P$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$T+#0T-3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XV+C<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@#L@34%21TE.+51/4#H@,3)P>"<^#0H@)B-X03`[/"]P/@T*(#QP('-T M>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0[ M(%1%6%0M24Y$14Y4.B`X)2<^#0H@5&AE($-O;7!A;GDF(W@R,#$Y.W,@8V]M M<&]N96YT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L M$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%)E86P@97-T871E('9A;'5A M=&EO;B!L;W-S/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U+#`W.3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-C4Q/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH-2PU,3(\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C8V+#(X-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XT.2PT,C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($YE="!O<&5R871I;F<@;&]S69O M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,S4L.38S M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,S@L-S@S/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XH-2PY-#0\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XS+#0U-#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH,RPT-C$\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@Q+#6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%9A;'5A M=&EO;B!A;&QO=V%N8V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M"<^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C(V+#8Y,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!C;VUP;VYE;G1S(&]F M(&EN8V]M92!T87AE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I M;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X M03`[,S$L)B-X03`[,C`Q-#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%1A>&5S(&-U2!R96-E:79A M8FQE/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-#(X/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XX+#0T-CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT&5S('!A>6%B;&4\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-3(L.#0U/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-C@L,S@Q/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($EN8V]M92!T87AE6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/"]T86)L93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]4 M5$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E M)SX-"B!4:&4@=&%X(&5F9F5C=',@;V8@=&5M<&]R87)Y(&1I9F9E"!A6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$-B!A;&EG M;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($QI86)I;&ET>2!F;W(@;&]S$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C4L.30T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($]T:&5R/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C0Y+#@U.3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($1E9F5R$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-#,L-38U/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XH,3$X+#(T,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($]T:&5R/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@Q,3@L,C0P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($YE M="!D969E3PO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XH-3(L.#0U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@2!I65A$$P.S,Q M+"`R,#$T(&%N9"!$96-E;6)E$$P.S,Q+"`R,#$S+`T*(')E2X\+W`^#0H@/'`@F5D('1A>"!B96YE M9FET2!T;R!R96-O&ES=&5D(&%T($1E M8V5M8F5R)B-X03`[,S$L(#(P,30@86YD($1E8V5M8F5R)B-X03`[,S$L(#(P M,3,N/"]P/@T*(#PO9&EV/CQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0G M/@T*(#QB/DYO=&4F(WA!,#LS,B8C>#(P,30[4V5G;65N=',@86YD(%)E;&%T M960@26YF;W)M871I;VX\+V(^/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X M)2<^#0H@5&AE($-O;7!A;GD@:&%S('1W;R!S96=M96YT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L M;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R M9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$,3,E/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#,E(&%L:6=N/3-$;&5F=#XF M(W@R,#(R.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#$E/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^5&AE M(&-O28C>#(P,3D[2!M;W)T9V%G92!L;V%N6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@,36QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X- M"B`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`C,#`P,#`P(#%P="!S;VQI9#L@5TE$5$@Z(#$P-G!T)SX-"B`\8CY996%R M(&5N9&5D($1E8V5M8F5R)B-X03`[,S$L(#(P,30\+V(^/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/D-O6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.V]T:&5R/"]B/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($YE="!G86EN(&]N(&UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(P M,2PX,#D\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(&EN M8V]M93PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(T+#`R,CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-3`L-S$T/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R+#,X.#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-2PX.3D\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W,BPP-S@\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,S@X/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/B@X-2PU.#D\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C@L,3(S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C@V+##(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C,W+#@Y,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,W+#@Y,SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$X+#(Y,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C,L M-C4W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/B@U+#,V-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C(Y-"PV.#$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-38L-S0Q/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE'!E;G-E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C@V+#0P-#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S M-BPR-S8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($]T:&5R/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4S+#(R.3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ,C0L,#0X/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"!I;F-O;64\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`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`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XT+#DP-"PR.38\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!"3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9#L@5TE$ M5$@Z(#$P-G!T)SX-"B`\8CY996%R(&5N9&5D($1E8V5M8F5R)B-X03`[,S$L M(#(P,3,\+V(^/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/D-O6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/E1O=&%L/"]B/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($YE="!I;G9E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0U/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XY."PV-CD\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($YE="!G M86EN(&]N(&EN=F5S=&UE;G1S/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XR,#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDT+#0S M-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-2PS,#`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R,BPX-C(\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(&5X M<&5N$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C8L.#`X M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-#,L-S$T/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU+#,P,#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH-C4L,C(R/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XU-RPV-#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($YE="!L;V%N('-E$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XS,BPW.3$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS,BPW.3$\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($]T:&5R(&EN=F5S=&UE;G0@:6YC;VUE("AL M;W-S*3PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$W+#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($QO86X@9G5L9FEL;&UE M;G0L('-E2!0 M96YN>4UA8PT*($9I;F%N8VEA;"!397)V:6-E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y M,"PX.#,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%!R92UT87@@:6YC M;VUE/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C0S+#@Y,#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C0L,S$P+#DQ-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/"]T86)L93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]4 M5$]-.B`R<'0[($)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!- M05)'24XM5$]0.B`P<'0[($Q)3D4M2$5)1TA4.B`X<'0[(%=)1%1(.B`Q,"4G M/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=) M3BU43U`Z(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#X- M"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#AP=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@0D]21$52+4)/5%1/33H@(S`P,#`P,"`Q<'0@$$P.S,Q+"`R,#$R/"]B/CPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DEN M=&5R$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS M<&%N/3-$,30@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S*3PO M8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P,RPV-#D\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,#,L-C0Y/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ.2PW,S,\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/B@X.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XH-S4T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-C$R/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE M/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$V-BPV-C0\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,P,RPU,C8\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($5X<&5N$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(Y+#`S M.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/CDS+#DU,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4P+#4S M.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$Q-BPW,#0\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`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`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]4 M5$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T)SX-"B`\8CY.;W1E)B-X03`[ M,S,F(W@R,#$T.U-E;&5C=&5D(%%U87)T97)L>2!297-U;'1S#0H@*%5N875D M:71E9"D\+V(^/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L M;&]W:6YG(&ES(&$@<')E2!F:6YA;F-I86P-"B!D871A.CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM M0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3)P=#L@34%21TE.+51/4#H@,'!T M)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/ M3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG M/3-$,"!W:61T:#TS1#$P,"4@86QI9VX],T1C96YT97(@8F]R9&5R/3-$,#X- M"B`\='(^#0H@/'1D('=I9'1H/3-$-S8E/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!W:61T:#TS1#$E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO M=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS M1#$E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#$E/CPO=&0^#0H@/'1D M/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!W:61T:#TS1#$E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO M=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS M1#$E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#$E/CPO=&0^#0H@/'1D M/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!W:61T:#TS1#$E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO M=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS M1#$E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^ M#0H@/"]T$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0Q-"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D1E8RXF M(WA!,#LS,3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,P/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M$$P.S,P/"]B/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,S`@86QI9VX],T1C M96YT97(^/&(^*&1O;&QA$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(#QB/D9O M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@V+#`V,CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4T+#DT.3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4R+#8Y-CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4S M+#(Y-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($)A$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C`N-S0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$N,#$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C`N-3(\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C`N-S0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C`N-C$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C`N.3(\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C`N.3`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($1I;'5T960\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C`N-C$\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C`N-3D\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C`N-3D\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$N,38\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C`N-3<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C`N-3<\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C`N-3<\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(#QB/D%T('!E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%-H;W)T+71E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/CDQ+#,S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C,P-RPS-C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,3@L-S(U/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y."PQ,3`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L,S8T+#8W-#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XS+#(U,"PW-C$\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C,L,34V+#`T,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XS+#(W-BPU.#(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L.#8R M+#$R-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#0Y,"PR-S`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($5X8V5S$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.V5S=&%T928C>$$P.V%C<75I$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C,P,RPR,C@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR-#`L-#$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$X-BPX-S<\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`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`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($]T:&5R(&%S$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(T,"PQ.#4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.3,L-#8R/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$T,BPW,C4\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&%S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0L-C`T+#@Q,SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0L,S$P+#DQ-SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L.3(W+#$V,#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT"<^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!T M)SX-"B`\=&0^/"]T9#X-"B`\=&0@8V]L$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(L-S`Q+#$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M.3@P+#`U.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(Q-BPV,30\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(T-"PP-#<\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$V-BPX-#$\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($5X8VAA;F=E86)L M92!S96YI;W(@;F]T97,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR-3`L,#`P/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C(U,"PP,#`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($]T:&5R(&QI86)I;&ET:65S/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$R-"PU-3D\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C,L,S(V+#$R-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+#`Q M-BPW-S(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(L-C@T+#(U-3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XR+#@T,RPX,#,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,3DY+#(P,SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ+#$$P.R8C>$$P.SPO=&0^ M#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M-3$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L-#DT+#6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT#(P,3D[(&5Q=6ET>3PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT+#DP-"PR.38\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C0L-C`T+#@Q,SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C0L,S$P+#DQ-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C(L.3(W+#$V,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/"]T86)L93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`R<'0[ M($)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!-05)'24XM5$]0 M.B`P<'0[($Q)3D4M2$5)1TA4.B`X<'0[(%=)1%1(.B`Q,"4G/@T*("8C>$$P M.SPO<#X-"B`\=&%B;&4@2!V87)I86)L92!I;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@ M8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@ M8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS M1#4E(&%L:6=N/3-$;&5F=#XH,BD\+W1D/@T*(#QT9"!V86QI9VX],T1T;W`@ M86QI9VX],T1L969T/DEN8VQU9&5S(%)%3R!A;F0@4D5/('5N9&5R(&9O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C M,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V M,#=E-&%D+U=O'0O:'1M;#L@8VAA$$P.S,T)B-X,C`Q-#M3=7!P;&5M96YT86P@0V%S:"!& M;&]W($EN9F]R;6%T:6]N/"]B/CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM M0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3)P=#L@34%21TE.+51/4#H@,'!T M)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/ M3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG M/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P M,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R M/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N M/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C8W+#,W-#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\+W1R/@T*(#QT2!V87)I86)L92!I;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%!U$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C(T-BPV,#4\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L,#

6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$U+#,T-SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDL-#0X/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XV+#8S,SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,X/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XR-#D\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%)E8V5I<'0@;V8@15-3('!U#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Q-SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%!U#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS.#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1I=FED96YD#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA6QE/3-$)VUA3I4:6UE#(P,30[4F5G=6QA=&]R>2!.970@5V]R=&@\+V(^/"]P/@T*(#QP M('-T>6QE/3-$)VUA3I4 M:6UE7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA2!)#(P,30[ M4F5C96YT;'D@27-S=65D($%C8V]U;G1I;F<-"B!06QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q M,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($%352`R,#$T+3`T(&-L87)I9FEE M7-I8V%L('!O2X@05-5#0H@,C`Q-"TP-"!S<&5C:69I97,@=&AA="!A;B!I;B!S M=6)S=&%N8V4@0T*(&%F=&5R(&$@9F]R96-L;W-U6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU4 M3U`Z(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM M0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E.1$5.5#H@ M."4G/@T*($%352`R,#$T+3`T(&ES(&5F9F5C=&EV92!F;W(@86QL('EE87(M M96YD(&%N9"!I;G1E6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@ M."4G/@T*($EN($UA>2!O9B`R,#$T+"!T:&4@1D%30B!I$$P.SQI/E)E=F5N=64-"B!F#(P,40[*0T*('1O('1H92`\:3Y2979E;G5E(&9R;VT@0V]N=')A8W1S('=I M=&@@0W5S=&]M97)S/"]I/B!T;W!I8R!O9B!T:&4-"B!!4T,N($%352`R,#$T M+3`Y('=AF4@2!A;&EG;B!'04%0(')E=F5N=64@65A$$P.S$U+"`R,#$V(&%N9"!E87)L>2!A<'!L M:6-A=&EO;B!I#(P,40[*2!T;R!T:&4@/&D^5')A;G-F97)S(&%N9`T*(%-E0T*('1R M86YS86-T:6]N6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4 M+4E.1$5.5#H@."4G/@T*($%352`R,#$T+3$Q(')E<75I'!O6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5. M5#H@."4G/@T*($EN($%U9W5S="!O9B`R,#$T+"!&05-"(&ES28C>#(P,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U! M4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1'1O<"!W:61T:#TS1#4E(&%L:6=N/3-$;&5F=#YA+CPO=&0^#0H@/'1D M('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^4')I;F-I<&%L(&-O;F1I=&EO M;G,@;W(@979E;G1S('1H870-"B!R86ES960@28C>#(P,3D[6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S M92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P M,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$."4^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$-24@86QI9VX],T1L M969T/F(N/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y- M86YA9V5M96YT)B-X,C`Q.3MS(&5V86QU871I;VX@;V8@=&AE#0H@28C>#(P,3D[6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X- M"B`\='(^#0H@/'1D('=I9'1H/3-$."4^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$=&]P('=I9'1H/3-$-24@86QI9VX],T1L969T/F,N/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y-86YA9V5M96YT)B-X,C`Q M.3MS('!L86YS('1H870-"B!A;&QE=FEA=&5D('-U8G-T86YT:6%L(&1O=6)T M(&%B;W5T('1H92!E;G1I='DF(W@R,#$Y.W,@86)I;&ET>2!T;PT*(&-O;G1I M;G5E(&%S(&$@9V]I;F<@8V]N8V5R;BX\+W1D/@T*(#PO='(^#0H@/"]T86)L M93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!)9B!C;VYD:71I;VYS M(&]R(&5V96YT28C>#(P,3D[2!S:&]U;&0@:6YC;'5D92!A('-T M871E;65N="!I;@T*('1H92!N;W1E28C>#(P,3D[65A$$P.SPO<#X-"B`\=&%B;&4@28C>#(P,3D[#L@34%21TE.+51/4#H@-G!X)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I M;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$ M,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$."4^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$=&]P('=I9'1H/3-$-24@86QI9VX],T1L969T/F(N/"]T9#X- M"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y-86YA9V5M96YT)B-X M,C`Q.3MS(&5V86QU871I;VX@;V8@=&AE#0H@28C>#(P,3D[6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52 M+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D M:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D M('=I9'1H/3-$."4^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I M9'1H/3-$-24@86QI9VX],T1L969T/F,N/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M=&]P(&%L:6=N/3-$;&5F=#Y-86YA9V5M96YT)B-X,C`Q.3MS('!L86YS('1H M870@87)E#0H@:6YT96YD960@=&\@;6ET:6=A=&4@=&AE(&-O;F1I=&EO;G,@ M;W(@979E;G1S('1H870@$$P.S$U+"`R,#$V+"!A;F0@9F]R(&%N;G5A;"!P97)I;V1S M(&%N9"!I;G1E2!A<'!L M:6-A=&EO;B!I'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA2!/;FQY($1I'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!);F9O M'0^/&1I=CX- M"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/ M4#H@,3AP="<^#0H@/&(^3F]T92`S-R8C>#(P,30[4&%R96YT($-O;7!A;GD@ M26YF;W)M871I;VX\+V(^/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G M/@T*(%1H92!#;VUP86YY)B-X,C`Q.3MS(&1E8G0@9FEN86YC:6YG(&%G2!W:71H(&9I;F%N8VEA;"!C;W9E;F%N=',@=&AA M=`T*(&EN8VQU9&4@82!M:6YI;75M('1A;F=I8FQE(&YE="!W;W)T:"!F;W(@ M=&AE($-O;7!A;GD@;V8-"B`D.#8P)B-X03`[;6EL;&EO;CL@82!M:6YI;75M M('1A;F=I8FQE(&YE="!W;W)T:"!F;W(@=&AE#0H@0V]M<&%N>28C>#(P,3D[ M$$P.VUI;&QI;VXI+B!4:&4@0V]M<&%N>28C>#(P,3D[6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#$P,"4@86QI9VX],T1C96YT97(@8F]R9&5R/3-$,#X-"B`\ M='(^#0H@/'1D('=I9'1H/3-$.#(E/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^ M#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E M/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@ M/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.W1H;W5S86YD$$P.SPO=&0^#0H@/"]T M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D M/@T*(#QT9"!V86QI9VX],T1T;W`^/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%-H;W)T+71E$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L,S0P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#8S-RPY,C<\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4R,3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&%S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-3(Y+#`Y,#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($1I=FED96YD6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1U92!T;R!A9F9I;&EA=&5S/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%!A>6%B;&5S('1O('-U8G-I9&EA$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C,S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-S@\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN8V]M92!T87AE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C8W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P M,3D[(&5Q=6ET>3PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#8S.2PR,38\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L-3(Y+#`Y,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T M86)L93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'@[($9/3E0M M4TE:13H@,7!X.R!-05)'24XM5$]0.B`Q.'!X)SX-"B`F(WA!,#L\+W`^#0H@ M/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I M;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@86QI9VX],T1C M96YT97(@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$-S8E/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@ M/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D M/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T M:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO M=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P M.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(#QB M/DEN8V]M93PO8CX\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$T."PU,C`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`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($EN=&5R8V]M<&%N>3PO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C(P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L M,C4V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L,C4P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C@S,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&EN8V]M93PO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$W-2PT-C$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`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`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$L,S(Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%1O=&%L(&5X<&5N$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M2!I;B!U;F1I$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$W-2PP-C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(X+#@T-3PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`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`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M#L@34%21TE.+51/4#H@,3AP>"<^#0H@)B-X03`[/"]P/@T* M(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`P<'0G(&%L:6=N/3-$8V5N=&5R/CQB/E!%3DY934%#($U/4E1'04=%($E. M5D535$U%3E0@5%)54U0\+V(^/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0G(&%L:6=N/3-$8V5N=&5R M/CQB/D-/3D1%3E-%1"!35$%414U%3E13($]&($-!4T@@1DQ/5U,\+V(^/"]P M/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B M;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L M:6=N/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO M=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO0T*(&]P97)A=&EN9R!A8W1I=FET:65S.CPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4 M:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P-SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XH,38\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,X+#DW M-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XH,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6%B;&4@86YD(&%C8W)U960@;&EA8FEL:71I97,\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH.#,W/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH,BPU.#(\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C4R-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@V-3(\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@Q+#$V.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*("A$96-R M96%S92D@:6YC$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-#`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C,Q-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,BPT-S(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C4Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8W/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$T-2PU-3`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C@S-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#`U.3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XX+#$T.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@V-3$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(V,2PU M.34\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@Q+#`W,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Y-"PX,C(\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`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`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@#(P,30[(&1I=FED96YD#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T M86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^ M/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+51/4#H@,3AP="<^#0H@/&(^3F]T92`S."8C>#(P,30[4W5B&)R;"QB;V1Y("TM/@T*(#QP('-T M>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T M.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!-86YA9V5R(&AA2!I6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P M86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R M/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$-"4^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,R4@86QI9VX],T1L969T/B8C>#(P M,C([/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y/;B!*86YU M87)Y)B-X03`[,C@L(#(P,34L(%!,4R!E;G1E2!I;G1E;F1S('1O M('!U&EM871E;'D@)#(Y(&UI;&QI;VX@ M;V8-"B!%4U,@9G)O;2!T:&ES($U34B!P;W)T9F]L:6\N/"]T9#X-"B`\+W1R M/@T*(#PO=&%B;&4^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL M87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS M1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$-"4^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,R4@86QI9VX] M,T1L969T/B8C>#(P,C([/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H M/3-$,24^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$ M;&5F=#Y/;B!*86YU87)Y)B-X03`[,CDL(#(P,34L('1H92!#;VUP86YY#0H@ M2!C96YT97(@8F%N:RX\+W1D/@T* M(#PO='(^#0H@/"]T86)L93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]- M.B`P<'0[($9/3E0M4TE:13H@-G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C M>$$P.SPO<#X-"B`\=&%B;&4@2`D,30P(&UI;&QI;VX@;V8-"B!%4U,@9G)O;2!T:&ES($U3 M4B!P;W)T9F]L:6\N/"]T9#X-"B`\+W1R/@T*(#PO=&%B;&4^#0H@/'`@2!0 M3%,@86YD('1H92!#;VUP86YY)B-X,C`Q.3MS('!U6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S M92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P M,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$-"4^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,R4@86QI9VX],T1L M969T/B8C>#(P,C([/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$ M,24^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F M=#Y/;B!&96)R=6%R>28C>$$P.S$X+"`R,#$U+"!T:&4-"B!#;VUP86YY+"!T M:')O=6=H('1H6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#9P="<^#0H@56YD97(@ M=&AE('1E2!E86-H('-E;&P@=&\@2E!-(&5L:6=I8FQE M(&1I2!I;G1E#(P,4,[4U!% M($EN=&5R97-T#(P,40[*0T*(&EN('1W;R!S<&5C:6%L('!U#(P,4,[4U!%#0H@4')O<&5R=&EE#(P,40[ M*2P@86YD("AI:2DF(WA!,#MT:&4@3W!E0T*('-E;&P@=&\@2E!-(&5L:6=I8FQE(&1IF%T:6]N(&]R(&QI<75I9&%T M:6]N(&%N9"!T:&4@4U!%#0H@26YT97)E2!G=6%R86YT M965D(&)Y('1H90T*($-O;7!A;GDL(&%N9"!T:&4@2E!-($9A8VEL:71Y($%S M'1087)T M7V4P,C%E9&,Q7S1B,V1?-#4X,5]A,3`P7V$R93)B-C`W931A9`T*0V]N=&5N M="U,;V-A=&EO;CH@9FEL93HO+R]#.B]E,#(Q961C,5\T8C-D7S0U.#%?83$P M,%]A,F4R8C8P-V4T860O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/&1I=CX-"B`\<"!S='EL93TS M1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3)P=#L@5$58 M5"U)3D1%3E0Z(#@E)SX-"B!4:&4@0V]M<&%N>2!O<&5R871E6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U!4D=)3BU43U`Z(#!P="<^ M#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE#(P,4,[34)3)B-X,C`Q M1#LI+"!U4UA8PT*($9I M;F%N8VEA;"!397)V:6-E6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@,3#(P,4,[1F%N M;FEE($UA928C>#(P,40[*2!A;F0@1F5D97)A;"!(;VUE($QO86X-"B!-;W)T M9V%G92!#;W)P;W)A=&EO;B`H)B-X,C`Q0SM&#(P,40[ M*2!O#(P,4,[1VEN;FEE($UA928C>#(P,40[*2X@1F%N;FEE($UA92P@1G)E M9&1I92!-86,@86YD#0H@1VEN;FEE($UA92!A28C>#(P,40[(&%N9"P-"B!C;VQL96-T M:79E;'DL(&%S('1H92`F(W@R,#%#.T%G96YC:65S+B8C>#(P,40[/"]P/@T* M(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V M<'0[($U!4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE#(P,4,[4D5/)B-X,C`Q1#LI+"!-0E,L(&UO&-E#(P M,40[*2X@5&AE($-O;7!A;GD@F4@=&AE('9A;'5E M(&]F(&ET2!L;V%N#0H@;6]D:69I8V%T:6]N('!R;V=R M86US+"!S<&5C:6%L('-E2!N;VYP97)F;W)M:6YG(&UO6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!#;VUP86YY(&-O;F1U M8W1S('-U8G-T86YT:6%L;'D@86QL(&]F(&ET#(P,4,[3W!E2UO=VYE9"!S M=6)S:61I87)Y(&]F('1H92!#;VUP86YY(&ES('1H92!S;VQE#0H@9V5N97)A M;"!P87)T;F5R+"!A;F0@=&AE($-O;7!A;GD@:7,@=&AE('-O;&4@;&EM:71E M9"!P87)T;F5R+"!O9@T*('1H92!/<&5R871I;F<@4&%R=&YE6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!A8V-O;7!A;GEI M;F<@8V]N#(P,4,[1T%!4"8C>#(P,40[*2!A'!E;G-E M6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0[(%1%6%0M24Y$14Y4 M.B`X)2<^#0H@0F5C875S92!O9B!T:&4@0V]M<&%N>28C>#(P,3D[2!H879E(&)E8V]M90T*('5N96UP;&]Y M960L(&)A;FMR=7!T(&]R(&]T:&5R=VES92!U;F%B;&4@;W(@=6YW:6QL:6YG M('1O(&UA:V4-"B!P87EM96YT6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P M(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\ M='(^#0H@/'1D('=I9'1H/3-$,3,E/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1'1O<"!W:61T:#TS1#,E(&%L:6=N/3-$;&5F=#XF(W@R,#(R.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#$E/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^8VAA;F=E$$P.SPO<#X-"B`\=&%B;&4@#(P,C([/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P M('=I9'1H/3-$,24^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P(&%L M:6=N/3-$;&5F=#Y00TTF(W@R,#$Y.W,@86)I;&ET>2!T;R!I9&5N=&EF>2!A M;F0-"B!T:&4@4V5R=FEC97(F(W@R,#$Y.W,@86)I;&ET>2!T;R!E>&5C=71E M(&]P=&EM86P@6QE/3-$)TU! M4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U!4D=)3BU43U`Z M(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE2!O9B!V86QU871I M;VX@:6YF;W)M871I;VX-"B!O8G1A:6YE9"!D=7)I;F<@=&AE($-O;7!A;GDF M(W@R,#$Y.W,@9'5E(&1I;&EG96YC92!A8W1I=FET:65S.SPO=&0^#0H@/"]T M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`V<'0[($U!4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[ M/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE#(P,3D[6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]2 M1$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP M861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@ M/'1D('=I9'1H/3-$,3,E/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O M<"!W:61T:#TS1#,E(&%L:6=N/3-$;&5F=#XF(W@R,#(R.SPO=&0^#0H@/'1D M('9A;&EG;CTS1'1O<"!W:61T:#TS1#$E/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^=&AE(&QE=F5L(&]F(&=O=F5R;FUE M;G0@2!C:&%N9V5S M(&]N('1H90T*($-O;7!A;GDF(W@R,#$Y.W,@86)I;&ET>2!T;R!E9F9E8W0@ M8W5R97,@;W(@$$P.SPO<#X-"B`\=&%B;&4@#(P,C([/"]T9#X-"B`\=&0@=F%L M:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$=&]P(&%L:6=N/3-$;&5F=#YR96=U;&%T;W)Y+"!J=61I8VEA;"!A;F0@ M;&5G:7-L871I=F4-"B!S=7!P;W)T(&]F('1H92!F;W)E8VQO28C>#(P,3D[6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!4 M15A4+4E.1$5.5#H@."4G/@T*($1U92!T;R!T:&5S92!U;F-E&5C=71E9"!O;B!0 M350F(W@R,#$Y.W,@8F5H86QF#0H@=VEL;"!P6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T* M(#QB/CQI/D-O;G-O;&ED871I;VX\+VD^/"]B/CPO<#X-"B`\<"!S='EL93TS M1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4 M+4E.1$5.5#H@."4G/@T*(%1H92!C;VYS;VQI9&%T960@9FEN86YC:6%L('-T M871E;65N=',@:6YC;'5D92!T:&4@86-C;W5N=',@;V8@4$U4#0H@86YD(&%L M;"!W:&]L;'DM;W=N960@0T*(&UE=&AO9"!O2P@4U!%&-H M86YG92!F;W(@=&AE(&%S2!H879I;F<@96ET:&5R(&$@=&]T86P-"B!E<75I='D@:6YV97-T;65N M="!T:&%T(&ES(&EN28C>#(P M,3D[2!B96YE9FEC:6%R>2X@5&AE('!R:6UA2!I2!H;VQD6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q M<'@[($U!4D=)3BU43U`Z(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL M93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!4 M15A4+4E.1$5.5#H@."4G/@T*(%1H92!#;VUP86YY(&5V86QU871E2!I2!B96YE9FEC:6%R>2!A;F0@=&AE2!O9B!T:&4@5DE%(&%S(&ET(&AA9"!T:&4@<&]W97(L('1H2!T:&4@97AP96-T960@8V%S M:"!F;&]W6UE;G1S(&%N9"P@87,@2!T:&4@2!A;&P@8V%S:"!I;F9L;W=S('=I;&P@8F4@9&ER96-T M960@=&\@=&AE('-U8F]R9&EN871E9`T*(&YO=&5S('5N=&EL(&9U;&QY(')E M<&%I9"!A;F0L('1H97)E869T97(L('1O('1H92!R97-I9'5A;"!I;G1E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!#;VUP86YY(')E=&%I M;G,@:6YT97)E2!B96-O;64@9&5L:6YQ=65N M="!O2!T:&4@8V]N2!T:&4@5DE%(&]N(&ET M6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G M/@T*(%1H92!#;VUP86YY)B-X,C`Q.3MS(&EN=&5R97-T2X@5VAE;B!A2!S96=R M96=A=&5D+"!T:&5Y(&%R92!O9G1E;B!R969E#(P,40[($9O6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@-"4G/@T*(%1H92!A M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QB M/CQI/E9A;'5A=&EO;B!O9B!&:6YA;F-I86P@26YS=')U;65N=',\+VD^/"]B M/CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+51/4#H@-G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%!-5"!G2!O9B!T:&4@:6YP=71S('5S960@=&\@9&5T97)M M:6YE#0H@9F%I6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X- M"B`\='(^#0H@/'1D('=I9'1H/3-$."4^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$=&]P('=I9'1H/3-$-"4@86QI9VX],T1L969T/B8C>#(P,C([/"]T M9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y,979E;"8C>$$P.S$F M(W@R,#$T.U%U;W1E9"!P$$P.SPO M<#X-"B`\=&%B;&4@#(P,30[4')I8V5S(&1E=&5R;6EN960-"B!O M$$P.SPO<#X-"B`\ M=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@86QI9VX],T1L969T/DQE=F5L)B-X03`[,R8C>#(P M,30[4')I8V5S(&1E=&5R;6EN960@=7-I;F<@&%M<&QE+"!W:&5N('1H97)E(&ES#0H@;&ET=&QE(&]R(&YO(&UA M2!F;W(@86X@:6YV97-T;65N="!A="!T:&4@96YD(&]F M('1H90T*('!E6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@,3,E.R!-05)' M24XM5$]0.B`V<'0G/@T*(%1H92!V86QU871I;VX@;65T:&]D('5S960@=&\@ M97-T:6UA=&4@9F%I2!N;W0@8F4@:6YD:6-A=&EV92!O9B!U M;'1I;6%T92!R96%L:7IA8FQE#0H@=F%L=64N($9U&ES=&5D+"!O2!I M;@T*('1H92!M87)K971S(&9O6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QB/CQI/E-H;W)T+51E MF5D(&%S(&$@8V]M M<&]N96YT(&]F#0H@/&D^3F5T(&=A:6X@*&QO2!- M0E,@86YD('-E;FEO<@T*(&YO;BU!9V5N8WD@34)3(&%S("8C>#(P,4,[3&5V M96P@,B8C>#(P,40[(&9A:7(@=F%L=64@9FEN86YC:6%L#0H@6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1% M6%0M24Y$14Y4.B`X)2<^#0H@26YT97)EF5D(&]V97(@=&AE(&QI9F4@;V8@=&AE('-E8W5R:71Y#0H@=7-I M;F<@=&AE(&EN=&5R97-T(&UE=&AO9"X@5&AE($UA;F%G97(@97-T:6UA=&5S M+"!A="!T:&4@=&EM92!O9@T*('!U28C>#(P,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T* M($5S=&EM871I;F<@8V%S:"!F;&]W6UE;G1S("AI;F-L=61I;F<@<')E<&%Y;65N=',L(')E<'5R8VAA6EN9R!M;W)T9V%G92!L M;V%N28C>#(P,3D['0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#@E.R!-05)'24XM5$]0 M.B`Q.'!T)SX-"B`\8CX\:3Y-;W)T9V%G92!,;V%N6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@36]R=&=A9V4@;&]A;G,@86YD M(&UO2!V87)I86)L92!I;G1E M2!AF5D M('1O#0H@:6YT97)E#L@34%21TE.+51/4#H@,3AP>"<^#0H@)B-X03`[/"]P/@T*(#QP('-T M>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[ M($U!4D=)3BU43U`Z(#!P="<^#0H@/&D^4V%L92!296-O9VYI=&EO;CPO:3X\ M+W`^#0H@/'`@2!P M=7)C:&%S97,@9G)O;2!A;F0@6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T* M(%1H92!#;VUP86YY(')E8V]G;FEZ97,@=')A;G-F97)S(&]F(&UO6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/ M3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG M/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I M9'1H/3-$,3,E/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T M:#TS1#,E(&%L:6=N/3-$;&5F=#XF(W@R,#(R.SPO=&0^#0H@/'1D('9A;&EG M;CTS1'1O<"!W:61T:#TS1#$E/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1'1O<"!A;&EG;CTS1&QE9G0^1F]R(&UO2!R96-O M9VYI>F5S('1H92!T$$P.W1H92!T&-H86YG92!T:&4@=')A;G-F97)R960@;6]R=&=A9V4@;&]A;G,L(&%N9"`H M:6EI*28C>$$P.W1H92!#;VUP86YY#0H@9&]E2!O2!T;R!U;FEL871E$$P.SPO<#X-"B`\=&%B;&4@#(P,C([/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y&;W(@;6]R=&=A9V4@;&]A;G,@ M=&AA="!A2!B92!S:6=N:69I8V%N="!T;R!T:&4@5DE%+CPO=&0^#0H@/"]T M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QI M/DEN=&5R97-T($EN8V]M92!296-O9VYI=&EO;CPO:3X\+W`^#0H@/'`@2!H87,@=&AE(&%B:6QI M='D@8G5T(&YO="!T:&4@:6YT96YT('1O(&AO;&0@;6]R=&=A9V4-"B!L;V%N M2!H M87,@8F]T:"!T:&4@86)I;&ET>2!A;F0@:6YT96YT('1O(&AO;&0@;6]R=&=A M9V4@;&]A;G,-"B!H96QD(&EN(&$@5DE%(&9OF5D(&]V97(@=&AE(&5S=&EM871E9"!R96UA:6YI;F<@ M;&EF92!O9B!T:&4@;6]R=&=A9V4@;&]A;G,-"B!U6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5&5#H@."4[($U!4D=) M3BU43U`Z(#$X<'0G/@T*(#QB/CQI/D1E#(P,40[(&]R#0H@)B-X,C`Q0SM)4DQ##(P,40[*2X@5&AE#(P,4,[ M3&5V96P-"B`S)B-X,C`Q1#L@9F%I#(P,4,[3&5V96PF(WA! M,#LQ)B-X,C`Q1#L@;W(@)B-X,C`Q0SM,979E;"8C>$$P.S(F(W@R,#%$.R!F M86ER('9A;'5E#0H@9FEN86YC:6%L('-T871E;65N="!I=&5M28C M>#(P,3D[&5S(&%N9"!I;G-U2!H87,@96YG86=E9"!01E-)('1O M('!R;W9I9&4@=&AE2!O;@T*('1H92!R96UA:6YI;F<@;W5T6UE;G1S(&UA9&4@8GD@ M=&AE#0H@;6]R=&=A9V]R"!A;F0-"B!I;G-U6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q M,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!#;VUP86YY(')E8V]G;FEZ M97,@35-22!T&5R8VES92!O9B!S=6-H(&IU M9&=M96YT#0H@8V%N('-I9VYI9FEC86YT;'D@869F96-T('1H92!#;VUP86YY M)B-X,C`Q.3MS(&5A2!A8V-O=6YTF%T M:6]N(&UE=&AO9"X@3W)I9VEN871E9"!-4U)S(&)A8VME9"!B>2!L;V%N2!A<'!L>6EN9R!T:&4-"B!R M871I;R!O9B!T:&4@;F5T($U34B!C87-H(&9L;W=S('!R;VIE8W1E9"!F;W(@ M=&AE(&-U6UE;G0@ M:6YP=71S(&%P<&QI8V%B;&4@870@=&AA="!T:6UE+CPO<#X-"B`\<"!S='EL M93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3)P=#L@ M5$585"U)3D1%3E0Z(#@E)SX-"B!4:&4@0V]M<&%N>2!P97)I;V1I8V%L;'D@ M87-S97-S97,@35-20T*(')E;&%T960@=F%L=6%T:6]N(&%L;&]W86YC92DN($EF M($U34G,@87)E(&EM<&%IF5S('1H92!I;F-R96%S92!I;B!F86ER('9A;'5E M(&EN(&-U2!S=')A=&EF:65S(&ET&5D+7)A=&4@;W(@861J=7-T86)L92UR871E*2!A;F0@;F]T92!I M;G1E&5D+7)A=&4@;6]R=&=A9V4@;&]A;G,@87)E M('-T&ES=&EN M9R!C87)R>6EN9R!V86QU90T*(&9O6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T M.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!-86YA9V5R('!E2!R979I97=S('1H92!V87)I;W5S(&EM<&%I2!I;B!T:&4@9F]R97-E96%B M;&4@9G5T=7)E+"!A#0H@=W)I=&4M9&]W;B!O9B!T:&4@8V]S="!O9B!T:&4@ M35-26QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($%M M;W)T:7IA=&EO;B!A;F0@:6UP86ER;65N="!O9B!-4U)S(&%R92!I;F-L=61E M9"!I;B!C=7)R96YT('!E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U! M4D=)3BU43U`Z(#$X<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=- M05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#@E.R!-05)'24XM M5$]0.B`P<'0G/@T*(#QI/DU34G,@06-C;W5N=&5D(&9OF5D(&EN(&-U&-E'0^/&1I=CX-"B`\ M<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#@E.R!-05)'24XM5$]0.B`Q.'!T)SX-"B`\8CX\:3Y%>&-E6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X M)2<^#0H@5&AE($-O;7!A;GD@:&%S(&%C<75IF5D(&EN(&-UF5S($534R!A2!I;G!U=',@=7-E9"!I;B!T:&4@97-T:6UA=&EO;B!O9B!T:&4@ M9F%I6UE;G0@'!E8W1E9"!Y:65L9"!F M'!E8W1E9"!I M;G1E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QB/CQI/E)E86P@17-T M871E($%C<75I#(P,4,[3&5V96PF(WA!,#LS)B-X,C`Q1#L@9F%IF5D('1O(#QI/DEN=&5R97-T M(&5X<&5N6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM3$5& M5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QB/CQI/D%SF%T:6]N+"!T:&4- M"B!C97)T:69I8V%T97,@:7-S=65D('1O(&YO;F%F9FEL:6%T97,@8GD@=&AE M(%9)12!A6UE;G1S(&]F('1H90T*(&UOF5S M(&%S#(P,40[(&9A:7(@=F%L M=64-"B!F:6YA;F-I86P@2!F;W(@3&]S6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U3 M25I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)' M24XM3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QB/CQI/DQI86)I M;&ET>2!F;W(@3&]S2!O0T*(&AA6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U! M4D=)3BU43U`Z(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\<"!S='EL93TS1"=- M05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E. M1$5.5#H@."4G/@T*(%1H92!#;VUP86YY(')E8V]R9',@82!P2!F;W(@2!C:&%N9V4@ M;W9E2!T;R!D871E(')E<')E M&EM=6T@97AP;W-U2!P M;W-S:6)L92!L;W-S97,@:6X@28C>#(P M,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@56YD M97)W28C>#(P,3D[ M'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#@E.R!-05)'24XM5$]0 M.B`Q.'!T)SX-"B`\8CX\:3Y,;V%N(%-E2!A;6]R=&EZ97,@=&AE(&9A:7(@=F%L=64@;V8@ M<')E=FEO=7-L>2!G'!E;G-E(&]V97(@=&AE('9E2!D:79I9&5N9',@:6X@ M=&AE(&9O6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U! M4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1'1O<"!W:61T:#TS1#0E(&%L:6=N/3-$;&5F=#XF(W@R,#(R.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#$E/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^1F%I6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52 M+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D M:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D M('=I9'1H/3-$."4^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I M9'1H/3-$-"4@86QI9VX],T1L969T/B8C>#(P,C([/"]T9#X-"B`\=&0@=F%L M:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$=&]P(&%L:6=N/3-$;&5F=#Y&86ER('9A;'5E(&]F(')E2!T:&4@86UO=6YT M(&]F(&5X<&5C=&5D('-H87)E:&]L9&5R#0H@9&ES=')I8G5T:6]N#(P M,3D[2!D M971E$$P.SPO<#X-"B`\=&%B;&4@2!F:7AE9`T*(&%T('1H92!F86ER('9A;'5E(&]F('1H92!A=V%R M9"!D871E(&9O6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X- M"B`\='(^#0H@/'1D('=I9'1H/3-$."4^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$=&]P('=I9'1H/3-$-"4@86QI9VX],T1L969T/B8C>#(P,C([/"]T M9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$,24^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y#;VUP96YS871I;VX@ M8V]S="!F;W(@'0^/&1I=CX- M"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#@E.R!-05)'24XM5$]0.B`P<'0G/@T*(#QB/CQI/DEN8V]M92!487AE M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`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`F(WA! M,#MP97)C96YT#0H@;&EK96QI:&]O9"!O9B!B96EN9R!R96%L:7IE9"!U<&]N M('-E='1L96UE;G0N(%1H92!#;VUP86YY('=I;&P-"B!C;&%S2!A;GD@ M<&5N86QT:65S(&%N9"!I;G1E2!F961E'0^/&1I=CX-"B`\<"!S='EL93TS1"=- M05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4+4E. M1$5.5#H@."4G/@T*(%1H92!#;VUP86YY(&=R86YT2P@ M)B-X,C`Q0SMD:79I9&5N9',F(W@R,#%$.RD@87)E(&-L87-S:69I960@87,- M"B`F(W@R,#%#.W!A#(P,40[(&%N M9"!A6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U3 M25I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)' M24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($1I;'5T960@96%R M;FEN9W,@<&5R('-H87)E(&ES(&1E=&5R;6EN960@8GD@9&EV:61I;F<@;F5T M(&EN8V]M90T*(&%T=')I8G5T86)L92!T;R!D:6QU=&5D('-H87)E:&]L9&5R M&5S+"!O M;B!T:&4-"B!#;VUP86YY)B-X,C`Q.3MS(&5X8VAA;F=E86)L92!S96YI;W(@ M;F]T97,@*'1H90T*("8C>#(P,4,[3F]T97,F(W@R,#%$.RDL(&)Y('1H92!W M96EG:'1E9"UA=F5R86=E(&-O;6UO;B!S:&%R97,-"B!O=71S=&%N9&EN9RP@ M87-S=6UI;F<@86QL('!O=&5N=&EA;&QY(&1I;'5T:79E('-E8W5R:71I97,@ M=V5R90T*(&ES2!R96-O&-L=61E9"!F'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P M<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4+4E.1$5.5#H@-"4G/@T*(%1H M92!#;VUP86YY)B-X,C`Q.3MS(&-O;G-O;&ED871E9"!F:6YA;F-I86P@2!B92!O;B!A(')E8W5R2!A;F0@=VAE=&AE6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@5&AE($UA;F%G97(@:61E;G1I M9FEE9"!A;&P@;V8@:71S(&YO;BUC87-H(&9I;F%N8VEA;"!A28C>#(P,3D[2!M;W)T9V%G92!L;V%N2!)'0^ M/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+51/4#H@,3AP="<^#0H@/&(^4F5C96YT;'D@27-S=65D($%C8V]U;G1I M;F<@4')O;F]U;F-E;65N=',\+V(^/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4 M.B`X)2<^#0H@26X@2F%N=6%R>2!O9B`R,#$T+"!T:&4@1D%30B!I#(P,4,[05-5)B-X M,C`Q1#LI($YO+B`R,#$T+3`T+"8C>$$P.SQI/E)E8V5I=F%B;&5S.B!4#(P,40[ M*2!T;R!T:&4@/&D^5')O=6)L960-"B!$96)T(%)EF5D#0H@:6X@=&AE(')E8V5I=F%B;&4@86YD(')E8V]G;FEZ M960@87,@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q M,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($%352`R,#$T+3`T(&%L'!E8W1E9"!T;R!H M879E(&$@;6%T97)I86P@969F96-T(&]N('1H92!#;VUP86YY)B-X,C`Q.3MS M#0H@8V]N6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($%352`R,#$T M+3`Y('-P96-I9FEEF5D(&5I=&AE6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($%352`R,#$T M+3`Y(&ES(&5F9F5C=&EV92!F;W(@86QL('EE87(M96YD(&%N9"!I;G1E2!I$$P.V$@=')A;G-F97(@;V8@82!F:6YA M;F-I86P@87-S970@86-C;W5N=&5D(&9O<@T*(&%S(&$@2!T28C>#(P,3D[#(P,40[*2!T;R!T:&4@/&D^1V]I;F<-"B!# M;VYC97)N/"]I/B!S=6)T;W!I8R!O9B!T:&4@/&D^4')E6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T* M($%352`R,#$T+3$U(')E<75I$$P.SPO M<#X-"B`\=&%B;&4@2!T;PT*(&-O;G1I;G5E(&%S(&$@9V]I;F<@8V]N8V5R;B`H8F5F M;W)E(&-O;G-I9&5R871I;VX@;V8-"B!M86YA9V5M96YT)B-X,C`Q.3MS('!L M86YS*3PO=&0^#0H@/"]T6QE/3-$)TU! M4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`V<'0[($U!4D=)3BU43U`Z M(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W M:61T:#TS1#4E(&%L:6=N/3-$;&5F=#YB+CPO=&0^#0H@/'1D('9A;&EG;CTS M1'1O<"!A;&EG;CTS1&QE9G0^36%N86=E;65N="8C>#(P,3D[2!T;R!M965T(&ET6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`V<'0[($U!4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[ M/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#4E(&%L:6=N M/3-$;&5F=#YC+CPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE M9G0^36%N86=E;65N="8C>#(P,3D[2!T M;R!C;VYT:6YU92!A2!T;R!C;VYT:6YU92!A0T*('-H;W5L9"!D:7-C;&]S92!I M;F9O6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S M92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P M,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$."4^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P('=I9'1H/3-$-24@86QI9VX],T1L M969T/F$N/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P(&%L:6=N/3-$;&5F=#Y0 M2!T;PT*(&-O;G1I;G5E(&%S(&$@9V]I;F<@8V]N8V5R;CPO=&0^#0H@ M/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#9P>"<^#0H@)B-X M03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#4E(&%L M:6=N/3-$;&5F=#YB+CPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS M1&QE9G0^36%N86=E;65N="8C>#(P,3D[2!T M;R!M965T(&ET6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`V<'0[($U!4D=)3BU43U`Z(#!P="<^#0H@)B-X03`[/"]P/@T*(#QT86)L M92!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#4E(&%L:6=N/3-$;&5F=#YC+CPO M=&0^#0H@/'1D('9A;&EG;CTS1'1O<"!A;&EG;CTS1&QE9G0^36%N86=E;65N M="8C>#(P,3D[28C>#(P,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T* M($%352`R,#$T+3$U(&ES(&5F9F5C=&EV92!F;W(@=&AE(&%N;G5A;"!P97)I M;V0@96YD:6YG(&%F=&5R#0H@1&5C96UB97(F(WA!,#LQ-2P@,C`Q-BP@86YD M(&9O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q M,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^ M/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!!('-U8G-T86YT M:6%L('!O2!T:&4@0V]M<&%N>2!I;B!P6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T* M("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,S`Y+#$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C(Y-SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XU-C`L-30Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#,P.2PX.#<\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C4T,RPP-C,\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($9O M;&QO=VEN9R!I6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I M;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P M,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$ M-B!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,3,X+#$S,3PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(Q."PQ,C@\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%)%3SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P."PS,#(\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XX+#

6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%1O=&%L(&AO;&1I;F=S(&]F(&UO$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@28C M>#(P,3D[6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM M5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E M;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($YE="!G86EN(&]N(&EN=F5S=&UE;G1S/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C@P,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,#$Q/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%-T871E M;65N=',@;V8@8V%S:"!F;&]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%-A;&5S(&]F(%)%3SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XU+#,V-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!O9B!T:&4@8F%S92!M M86YA9V5M96YT(&%N9"!P97)F;W)M86YC90T*(&EN8V5N=&EV92!F965S(')E M8V]R9&5D(&)Y('1H92!#;VUP86YY.CPO<#X-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3)P=#L@34%21TE.+51/4#H@ M,'!T)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52 M+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D M:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R M/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N M=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS M<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S*3PO M8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*(%!E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$Q+#"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R+#0S-CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\2!O9B!M;W)T M9V%G92!L;V%N('-E0T*(%!,4SH\+W`^ M#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($UO6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(P-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C(P-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$V+#0U.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-"PQ M,C@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($%C=&EV:71Y+6)A$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Q+#@Q-#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XT+#(W-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M"<^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C,X+#4V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR."PR-S(\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($U34G,Z/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%C=&EV M:71Y+6)A$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C,P-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P+#4W.3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@3PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3AP=#L@5$585"U)3D1% M3E0Z(#@E)SX-"B!&;VQL;W=I;F<@:7,@82!S=6UM87)Y(&]F(&-O2!B971W965N#0H@=&AE($-O;7!A M;GD@86YD(%!,4SH\+W`^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`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`R."PS-S4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(L-3`U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`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`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($%T('!E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($UO'0^/&1I M=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!&;VQL;W=I;F<@:7,@ M82!S=6UM87)Y(&]F(&EN=F5S=&UE;G0@86-T:79I='D@8F5T=V5E;B!T:&4@ M0V]M<&%N>0T*(&%N9"!00TTZ/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G M/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M,#DQ/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,7!T)SX-"B`\=&0^/"]T9#X-"B`\=&0@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-#(S/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE&-E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#PO=&%B;&4^#0H@/"]D:78^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`P<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@5&AE($-O;7!A M;GD@'!E;G-E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U3 M25I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\ M=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C0L,3@S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO'!E;G-E28C>#(P M,3D[$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW M.3(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C6QE/3-$)T9/3E0M4TE:13H@,7!X)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ(#)P=#L@ M0D]21$52+4)/5%1/33H@(S`P,#`P,"`Q<'@@6UE;G1S(&9O2!O9B!!;6]U;G1S($1U M92!T;R!!9F9I;&EA=&5S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#X\9&EV/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($%M;W5N=',@ M9'5E('1O(%!#32!A;F0@:71S(&%F9FEL:6%T97,@87)E('-U;6UA6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@ M1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO M<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/D1E8V5M8F5R)B-X03`[,S$L/&)R("\^#0H@,C`Q-#PO8CX\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%5N$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L.#,V/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%-E$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-O;G1I;F=E;G0@=6YD97)W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M+#$S-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!O9B!"87-I8R!A;F0@1&EL=71E9"!%87)N:6YG$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L&-E<'0@<&5R M('-H87)E(&%M;W5N=',I/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($YE="!I;F-O;64\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P M,30[$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH,2PW-3$\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@Q+#0S,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D+6%V M97)A9V4@$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8S+#0R-CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XT,RPU-3,\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,N,3,\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C,N,30\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($YE="!I;F-O;64\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`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`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C0S+#4U,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@L-#$X/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C4L-C0W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%-H87)E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C(Y.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS M-S4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1I;'5T960@=V5I9VAT M960M879E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C8Y+#0T.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT,RPX-S8\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4 M+4E.1$5.5#H@."4G/@T*(%1H92!F;VQL;W=I;F<@=&%B;&4@65A6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X- M"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`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`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(#,P+3@Y(&1A M>7,@9&5L:6YQ=65N=#PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,3`L M,3$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0U+#`R,3PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/CDQ,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT3PO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$S+#$W,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XU+#0S-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XT-S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,S@V/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@Q M+#4S,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=) M3BU"3U143TTZ(#)P=#L@0D]21$52+4)/5%1/33H@(S`P,#`P,"`Q<'@@'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!O9B!/9F9S971T:6YG(&]F($1E6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0G/@T* M(#QI/D]F9G-E='1I;F<@;V8@1&5R:79A=&EV92!!6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*($9O;&QO=VEN9R!I6QE/3-$)T)/ M4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@8V]L$$P M.SPO=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1E M6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XS-S0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W M,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($9O$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+##(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L,C(Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XU,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XQ-BPS.#4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`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`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$Y,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU-C8\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`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`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C,L,S$Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,BPR.#0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@R+#(X-#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XH,3(L.3@V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,3(L M.3@V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!T M)SX-"B`\=&0^/"]T9#X-"B`\=&0@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$X+#0U,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,3(L.3@V M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XU+#0V-CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4L-C$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-3$P/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(P+#DV,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T#L@34%21TE. M+51/4#H@,3AP>"<^#0H@)B-X03`[/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO M<#X-"B`-"B`-"B`\+V1I=CX\2!#;W5N M=&5R<&%R='D\+VD^/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@ M5&AE(&9O;&QO=VEN9R!T86)L92!S=6UM87)I>F5S(&)Y('-I9VYI9FEC86YT M(&-O=6YT97)P87)T>2!T:&4-"B!A;6]U;G0@;V8@9&5R:79A=&EV92!A6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!- M05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+`T*(#(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!C;VQS<&%N/3-$,CXF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0V(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1&-E;G1E$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1&-E;G1E$$P.W!R97-E;G1E9#QB$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.V%S$$P.W!R M97-E;G1E9#QB$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C M;VQS<&%N/3-$,S`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S M*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU+#8W.#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(L-3$P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C,L,#,T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XS+#`S-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU M-C8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4V M-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XW,S@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$L,#(T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XR.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`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`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XT,S(\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C0S,CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P-#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C4T-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-S@\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($1E=71S8VAE($)A;FL\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ,C0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$R-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,S,\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,S,\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8Q,SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(U,SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y-CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XQ,S@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR-S,\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XR-S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($]T:&5R/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XX-S`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XX,S`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$Q+#$P-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF M(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O M;G0@$$P.R8C>$$P.SPO9F]N M=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS M1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$$P.R8C>$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S M='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F;VYT/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/ M3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XW+#DW-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/"]T86)L93X-"B`\+V1I=CX\6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M5$]0.B`P<'0G/@T*(#QI/D]F9G-E='1I;F<@;V8@1&5R:79A=&EV92!,:6%B M:6QI=&EE6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L;&]W:6YG(&ES(&$@2!O9B!N970@9&5R:79A=&EV92!L:6%B:6QI=&EE2X\+W`^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG M;CTS1&-E;G1E$$P.S,Q+"`R,#$T/"]B/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@$$P M.V%M;W5N=',\8G(@+SX-"B!O9F9S970\8G(@+SX-"B!I;B!T:&4\8G(@+SX- M"B!C;VYS;VQI9&%T960\8G(@+SX-"B!B86QA;F-E/&)R("\^#0H@$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E M;G1E$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E M;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.V]F9G-E=#QB$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C,T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW+#0R,#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($9O$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV+#8T.3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#(Y-3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$L,CDU/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE2!F=71U$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0W.#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C0W.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M-"PW-#@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XH."PP,34\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($EN=&5R97-T(')A=&4@;&]C:R!C;VUM:71M96YT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#(V,3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@T+#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,#,Y+#8P-3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(L,#,Y+#8P-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M"<^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@T+#$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@3PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/&1I=CX-"B`\<"!S='EL93TS1"=- M05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T)SX-"B`\:3Y$ M97)I=F%T:79E($QI86)I;&ET:65S+"!&:6YA;F-I86P@3&EA8FEL:71I97,@ M86YD($-O;&QA=&5R86P-"B!(96QD(&)Y($-O=6YT97)P87)T>3PO:3X\+W`^ M#0H@/'`@2!A;6]U;G0@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B M;&4@6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.S,Q+`T*(#(P,3,\+V(^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,CXF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0V(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1&-E;G1E$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($EN=&5R97-T(')A=&4@;&]C:R!C;VUM:71M96YT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$W/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ+#(V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M,C$L.3$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q M,C$L.3$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@S,"PR,C8\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,V.3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XS-CD\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$S,BPU,C4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XW.3$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@W.3$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$X M.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XY-#4L,#$U M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Y-#0L.#4V M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$U.3PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XY-C8L,34U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@Y-C8L,34U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-3(S M+#4T-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XU,CDL,30T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@U,CDL,30T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M-#`X+#0U,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$Q,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(P."PU,C`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M.#4V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#@U-CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT,S$\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0S,3PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`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`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XR+#`T,2PU-C8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R+#`S.2PV,#4\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M+#DV,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`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`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q-"!A;&EG;CTS1&-E M;G1E$$P.S,Q+"`R,#$T/"]B/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/DQE=F5L)B-X03`[,3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L M,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T2`M M+3X-"B`\='(@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%S$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%-H;W)T+71E$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C,P-RPS-C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8S-RPW,C(\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV,S6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XR+#$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($5X8V5S$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.3$L,38V M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($EN=&5R97-T(')A=&4@;&]C:R!C;VUM:71M96YT$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XU+#8W.#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XU+#8W.#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-S0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-S0\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($9O$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+##(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L-S6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XU,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XS+#,Q.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($YE='1I;F<@*#$I/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0L,C`Q/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C4L-C$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Q M+#$P-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4W+#,U.#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XU-RPS-3@\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$L-#$$P.R8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE2!A=`T* M(&9A:7(@=F%L=64\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(')A M=&4@;&]C:R!C;VUM:71M96YT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XQ-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT-S@\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($9O$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XS-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,T/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV+#8T M.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0W.#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XV+#8X,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XQ-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW+#$W.#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@T+#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#EE;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L M(&1E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C0W.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV+#8X M,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XR+#0S,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M M+2!%;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU! M4D=)3BU"3U143TTZ(#)P=#L@0D]21$52+4)/5%1/33H@#L@34%21TE.+51/4#H@,3)P M>"<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO M=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$ M,30@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#PA+2T@16YD(%1A8FQE($AE860@+2T^/"$M+2!"96=I;B!486)L92!";V1Y M("TM/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/CDR+#,Y.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$Y-RPT,#$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0U."PQ,S<\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT-3@L,3,W/"]T9#X-"B`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`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(Q."PQ,C@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ,S@L-S(S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$S."PW,C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-3$P M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-3$P/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W,CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W,CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$L,C(Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($9O6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%!U="!O<'1I;VYS(&]N(&EN=&5R97-T(')A=&4@9G5T M=7)E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-3$P/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(P+#DV,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@Q,BPY.#8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR-BPT-3(\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XY,BPS.3@\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$L,3DW+#8T,CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE2!A=`T* M(&9A:7(@=F%L=64\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(')A M=&4@;&]C:R!C;VUM:71M96YT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ+#(V,3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XQ+#(V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($9O$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XQ+#(Y-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,CDU/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XX+##(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@X+#`Q-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#=E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&1E#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@L-S$U/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L,C8Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M.38Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-S0L,3,P/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ+#(V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@0F]D>2`M M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#)P=#L@ M0D]21$52+4)/5%1/33H@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@5TA)5$4M4U!! M0T4Z(&YO"<^#0H@5&AE(&9O;&QO=VEN9R!I#L@0T],3U(Z(')G M8B@P+#`L,"D[($9/3E0Z(#$R<'0@)U1I;65S($YE=R!2;VUA;B<[($U!4D=) M3BU43U`Z(#!P=#L@3$545$52+5-004-)3D#L@+7=E8FMI="UT97AT+7-T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ("=4:6UE"<@8V5L;'-P M86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@86QI9VX] M,T1C96YT97(@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$-#8E M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^ M#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@ M/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W M:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^ M#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@ M/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W M:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D M/CPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R M9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/DUO$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L M$$P.SPO=&0^#0H@ M/"]T$$P.S,Q+"`R M,#$S/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,#$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(V+#0U,CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ("=4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ("=4:6UE#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8U-2PW M,3@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6UE;G1S M(&%N9"!S86QE$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U M-S(L-3@V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-BPT,3,\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@S.2PR-3<\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,RPR M.3(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S+#(Y,CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW+#,T,CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C4V+#,V-SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C4V+#(V.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT MF%T:6]N(&]F(&EN=&5R97-T/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L.#`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8V+#@U,#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT-RPV.3,\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ("=4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XS-"PW.#4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,V M+#8P,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-SDL.#DV M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q+#`Q,CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q M-BPV-#@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$U,2PR,C$\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(Q-"PV.#$\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R."PV M-C(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$W+#,R-CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XH,38L-C0X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.#6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4 M:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ("=4:6UE$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@S-#0L-S,S/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@S-#0L-S,S/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Y+#@P,CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P M.SPO=&0^#0H@/"]T#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-CDL,C@Q/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@V.2PU M,#,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G M8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M$$P.S,Q+"`R,#$T/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(L,3DY+#4X,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4W+#,U.#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE M/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ(#)P=#L@5TA)5$4M4U!!0T4Z(&YO#L@0T],3U(Z(')G M8B@P+#`L,"D[($9/3E0Z(&UE9&EU;2\X<'0@)U1I;65S($YE=R!2;VUA;B<[ M($U!4D=)3BU43U`Z(#!P=#L@3$545$52+5-004-)3D'0M$$P.SPO<#X-"B`\=&%B;&4@#L@3$545$52+5-004-)3D#L@+7=E8FMI="UT97AT+7-T"<^#0H@)B-X03`[/"]P/@T* M(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@5TA)5$4M4U!!0T4Z M(&YO'0M$$P.SPO<#X-"B`\=&%B;&4@#L@3$545$52+5-004-)3D#L@+7=E8FMI="UT97AT+7-T$$P.S,Q+"`R M,#$S/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@)U1I;65S($YE=R!2;VUA;B$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G M8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(')O=W-P86X],T0S(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/DUO$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(')O=W-P M86X],T0S(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DYE="!I;G1E M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(')O M=W-P86X],T0S(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DUO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H M,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(')O=W-P86X],T0S M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/E1O=&%L/"]B/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!R;W=S<&%N/3-$,SXF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@)U1I;65S($YE=R!2;VUA;B$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`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`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,C$P+#$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$L,#8S+#$V,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M,BPP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,SDL,#(X/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ("=4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4 M:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XH,C4U+#(Q,#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4 M:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ("=4:6UE$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$L,S0X/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XQ+#,T.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ("=4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT,RPT.#$\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C0S+#0X,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(S+#`W,3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,RPP-S$\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XT-"PP,3@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#,P-3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$U,RPV,SD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$T,2PQ-#0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF M(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y M-RPV-3<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#6QE/3-$)T9/ M3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$Q+#6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF M(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L M-#(S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O M;G0@$$P.SPO9F]N=#X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL M93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/&9O;G0@$$P.SPO9F]N=#X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X- M"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-S6QE/3-$)T9/3E0M4TE: M13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X M03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/&9O;G0@$$P.SPO9F]N=#X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA! M,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-S#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@ M.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@Y+#0U,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO9F]N=#X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z M(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF M;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W-2PP-S$\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF M(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@W-2PP-S$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(L,#6QE/3-$)T9/3E0M4TE:13H@.'!T M)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/&9O;G0@$$P.SPO9F]N=#X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(Q."PQ,C@\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4 M+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\ M+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#(T.3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XR-BPT-3(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X M03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA! M,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,S(L M,S,Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O M;G0@$$P.SPO9F]N=#X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-S(U/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$$P.SPO9F]N=#X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-#(S/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$L,C0Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/&9O;G0@$$P.SPO9F]N M=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8Q-CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ-#4L-3DV/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P>#L@5TA)5$4M4U!!0T4Z(&YO'0M$$P.SPO<#X-"B`\ M=&%B;&4@#L@3$54 M5$52+5-004-)3D#L@+7=E8FMI M="UT97AT+7-T$$P.S,Q+"`R,#$R/"]B/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@)U1I M;65S($YE=R!2;VUA;B$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T M$$P.S,Q+"`R,#$Q M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8Y-BPR-C8\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$R.2PS,3`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`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(P/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4T,BPW.3$\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6UE;G1S/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@Q-"PR.3(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R,2PX M.#@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XH,C`V+#`U-SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XR,3(L-34U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$F%T:6]N M(&]F(&EN=&5R97-T/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ("=4:6UE6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ("=4:6UE#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XS-C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(T+#@W.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-S`X/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XR-"PQ-S`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDL M,CDS/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@T-3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Q-#0\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ("=4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XY+#(Y,SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C@T-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF M(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH.#4R/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$P,BPY,S8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO9F]N M=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@ M.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[ M/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O M;G0@$$P.SPO9F]N=#X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF M;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS M1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R M,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA! M,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q,#DL M-#0P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=& M3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XH-RPT-S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF M;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS M1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-) M6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL M93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.R8C>$$P.SPO9F]N=#X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z M(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO9F]N=#X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@Q.3@L.#0X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$L,3@Y+#DW,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA! M,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@ M$$P.SPO9F]N=#X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-) M6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO9F]N M=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,S0V/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$L,C$P+#"<^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L M,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP M+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ("=4:6UE$$P.SPO9F]N=#X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-) M6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\ M+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.2PT-SD\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS M1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@5TA)5$4M4U!!0T4Z(&YO$$P.SPO<#X- M"B`\=&%B;&4@#L@ M3$545$52+5-004-)3D#L@+7=E M8FMI="UT97AT+7-T$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/E-E8W5R:71I97,F(WA!,#MS;VQD)B-X03`[=6YD97(\8G(@+SX-"B!A9W)E M96UE;G1S('1O/&)R("\^#0H@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.R8C>$$P.SPO=&0^ M#0H@/"]T$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@X-C6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T$$P.S,Q+"`R,#$R/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X M03`[/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H M,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\8G(@8VQA2!O9B!-;W)T9V%G92!,;V%N6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`P<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L;&]W:6YG M(&%R92!T:&4@9F%I2!O9B!M;W)T9V%G92!L;V%N6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@ M6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q M,"!A;&EG;CTS1&-E;G1E$$P.S,Q+"`R,#$T/"]B M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$ M8V5N=&5R/CQB/D9A:7(@=F%L=64\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/E!R:6YC:7!A;#QB$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D1I9F9E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C M96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-U$$P.V1A>7,@9&5L:6YQ=65N=#PO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XV,S$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(#DP(&]R(&UO6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,#0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U,3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN(&9O$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U,3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8Q,"PV,C<\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($UO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($-U$$P.V1A>7,@9&5L:6YQ=65N=#PO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$L,3DQ+#8S-3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XQ+#0U,BPX.#4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE7,@ M9&5L:6YQ=65N="`H,2D\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W,3$L,C8X/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C(L-S(V+#DU,CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XS+#8Y.2PT-S`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M$$P.SPO M=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M3PO8CX\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`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`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($YO="!I;B!F M;W)E8VQO$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$V M.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-C(\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$V.3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XQ-C(\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C0U."PQ,S<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-U$$P.V1A>7,@9&5L:6YQ=65N=#PO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M,36QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M7,@9&5L:6YQ=65N="`H,2D\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/CDP.2PT.#0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U.#0L,34Y/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT"<^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-C0W+#4R-SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XR+#8X-"PP-#<\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q+#,W,2PW-S<\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\<"!S M='EL93TS1"=-05)'24XM0D]45$]-.B`R<'0[($)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!X('-O;&ED.R!-05)'24XM5$]0.B`P<'0[($Q)3D4M2$5)1TA4 M.B`X<'0[(%=)1%1(.B`Q,"4G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@7,@87)E#0H@<&QA M8V5D(&]N(&YO;F%C8W)U86P@'0^/&1I=CX-"B`\<"!S='EL93TS1"=- M05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E. M1$5.5#H@."4G/@T*($9O;&QO=VEN9R!A2!C;VYS;VQI9&%T960@6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0Q."!A;&EG;CTS1&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ M(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N M=&5R/CQB/DYE="!G86EN/"]B/CQB$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,3@@86QI M9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%-H;W)T+71E$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$P+#0Q-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P+##(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XQ,#`L,C$S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#@T.#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XR-#(L-#0Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE&-E#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@R,"PX,S0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.W9A;'5E/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ,#`L,C$S/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR M+#(P-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,Q."PV,#0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@X+#0U.3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Y+#`W-CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^ M#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XH-C$W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!T)SX-"B`\=&0^ M/"]T9#X-"B`\=&0@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R M/CQB/DYE="!G86EN(&]N/&)R("\^#0H@)B-X03`[)B-X03`[)B-X03`[)B-X M03`[;6]R=&=A9V4F(WA!,#LF(WA!,#LF(WA!,#LF(WA!,#L\8G(@+SX-"B!L M;V%N$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DYE=#QB$$P.R8C>$$P.R8C>$$P.R8C>$$P.VEN=&5R97-T)B-X03`[)B-X03`[)B-X M03`[)B-X03`[/&)R("\^#0H@:6YC;VUE/"]B/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@6QE/3-$)T9/3E0M4TE:13H@.'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%S$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`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`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0V/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@S+#DT-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,RPY,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.V%T(&9A:7(@=F%L=64\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,S`L-CDV/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,S`L-CDV/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$Y,2PS-38\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.3$L-3@X M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-S(U/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Q+##(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$Q+#$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XR+#0R,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C(L-#(S/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8Q-CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XV,38\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,S`L-CDV M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$W M,RPT-S8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(L,3@W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(L,3@W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P>#L@1D].5"U325I% M.B`Q<'@[($U!4D=)3BU43U`Z(#$R<'@G/@T*("8C>$$P.SPO<#X-"B`\=&%B M;&4@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.V]N/&)R("\^#0H@)B-X03`[)B-X03`[)B-X03`[ M)B-X03`[;6]R=&=A9V4F(WA!,#LF(WA!,#LF(WA!,#LF(WA!,#L\8G(@+SX- M"B!L;V%N$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DYE=#QB M$$P.R8C>$$P.R8C>$$P.R8C>$$P.VEN=&5R97-T)B-X03`[ M)B-X03`[)B-X03`[)B-X03`[/&)R("\^#0H@:6YC;VUE/"]B/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($%S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`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`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$T,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#DR M-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L,#8W/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.V%T(&9A:7(@=F%L=64\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ.#@L,#4U/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$X."PP-34\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XY+#8X-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/CDL-C@W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE&-E$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@X-3(\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@X-3(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE/3-$)T9/3E0M4TE: M13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XQ.#@L,#4U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$T,CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T M>6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,#@L,C(W/"]T9#X-"B`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`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%S6QE/3-$)T9/3E0M4TE:13H@ M.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F M;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT M/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA! M,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/&9O;G0@ M$$P.R8C>$$P.SPO9F]N=#X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\9F]N="!S='EL93TS1"=& M3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F;VYT/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@ M.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.R!"3U)$15(M0T],3$%04T4Z(&-O;&QA<'-E M)R!C96QL6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q-"!A;&EG M;CTS1&-E;G1E$$P.S,Q+"`R,#$T/"]B/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R M/CQB/DQE=F5L)B-X03`[,3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%)E86P@97-T871E(&%S$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDQ+#DY,#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE: M13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/&9O;G0@$$P.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[ M/"]F;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE M/3-$)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XR-#DL,3DS/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM M5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$ M)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0Q-"!A;&EG;CTS1&-E;G1E$$P.S,Q+"`R,#$S/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DQE=F5L)B-X03`[,3PO8CX\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@8V]L$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%)E86P@97-T M871E(&%S$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(%)E86P@97-T871E(&%S$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UOF5D(&-O#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$X-"PP-C<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M"<^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT6QE/3-$)T9/3E0M4TE:13H@ M.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/&9O;G0@$$P M.R8C>$$P.SPO9F]N=#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M9F]N="!S='EL93TS1"=&3TY4+5-)6D4Z(#AP="<^)B-X03`[)B-X03`[/"]F M;VYT/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@.'!T)SXF(WA!,#LF(WA!,#L\+V9O;G0^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XR-30L.#

6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/"]T2!O9B!4;W1A;"!'86ENF5D(&]N($%SF5D#0H@9'5R:6YG('1H92!Y96%R M(&]N(&%S65A6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!- M05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0V(&%L:6=N/3-$8V5N=&5R/@T*(#QB/EEE87(F(WA!,#ME;F1E M9"8C>$$P.T1E8V5M8F5R)B-X03`[,S$L/"]B/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\+V(^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3,\ M+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$-B!A;&EG M;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH.#8\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@U+#$S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,S`L,#,T/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\2!);G!U=',@57-E9"!I;B!686QU M871I;VX@;V8@36]R=&=A9V4@3&]A;G,@86YD($UO6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0[ M(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L;&]W:6YG(&ES(&$@<75A;G1I=&%T M:79E('-U;6UA6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C M96YT97(^/&(^1&5C96UB97(F(WA!,#LS,2PF(WA!,#LR,#$T/"]B/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X M03`[,S$L)B-X03`[,C`Q,SPO8CX\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.S4N,R4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N M=&5R/C(N-24F(WA!,#LF(W@R,#$S.R8C>$$P.S0N,R4\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%!R97!A>6UE;G0@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.S8N-24\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$8V5N=&5R/C`N,"4F(WA!,#LF(W@R,#$S.R8C>$$P.S,N.24\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L('!R97!A>6UE;G0@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.S(W+CDE/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D M(&%V97)A9V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1&-E;G1E6QE/3-$)T9/3E0M M4TE:13H@,7!T)SX-"B`\=&0^/"]T9#X-"B`\=&0@8V]L$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1C96YT97(^#0H@)B-X,C`Q-#LF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/@T*(#DN-24F(WA! M,#LF(W@R,#$S.R8C>$$P.S$S+C4E/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1C96YT97(^,3$N.24\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^,RXS)28C>$$P.R8C M>#(P,3,[)B-X03`[-"XR)3PO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V M97)A9V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1C96YT97(^#0H@)B-X,C`Q-#LF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/C,N."4\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1C96YT97(^#0H@)B-X,C`Q-#LF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/C$N,24F(WA!,#LF(W@R,#$S.R8C M>$$P.S(N.24\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P.R8C>#(P,3,[)B-X03`[,C6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)TU!4D=)3BU"3U143TTZ(#)P=#L@0D]21$52+4)/5%1/33H@(S`P,#`P M,"`Q<'@@#(P,4,[ M0U!2)B-X,C`Q1#LI+CPO=&0^#0H@/"]T2!);G!U=',@57-E9"!I;B!$971E M'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]- M.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E.1$5.5#H@."4G/@T* M($9O;&QO=VEN9R!A2!I;G!U=',@=7-E9"!I;B!D971E6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"3U)$ M15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9#L@5TE$5$@Z(#,W+C`U<'0G M/@T*(#QB/DME>2!I;G!U=',\+V(^/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X03`[,S$L)B-X03`[ M,C`Q-#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`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`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($QI M9F4@*&EN('EE87)S*3PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P.S6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E M6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1C96YT97(^#0H@-RXV)28C>$$P.R8C>#(P,3,[)B-X03`[-S0N M-B4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/@T*(#$$P.S0X+C8E/"]T9#X-"B`\+W1R/@T*(#QT M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1&-E;G1E"!S;VQI9#L@34%21TE.+51/4#H@,'!T.R!,24Y%+4A% M24=(5#H@.'!T.R!724142#H@,3`E)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P M86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R M/3-$,#X-"B`\='(^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#0E(&%L M:6=N/3-$;&5F=#XH,2D\+W1D/@T*(#QT9"!V86QI9VX],T1T;W`@86QI9VX] M,T1L969T/E!R:6-I;F<@#(P,3D[2!A<'!L:65S(&$-"B!P M#(P,40[*2!C=7)V92!F;W(@<'5R<&]S97,@;V8@9&ES8V]U;G1I;F<@8V%S M:`T*(&9L;W=S(')E;&%T:6YG('1O($534RX\+W1D/@T*(#PO='(^#0H@/"]T M86)L93X-"B`\=&%B;&4@6QE/3-$)TU!4D=)3BU"3U14 M3TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G M/@T*($9O;&QO=VEN9R!I2!U;F]B6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C M;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T M:#TS1#$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^ M/&(^1&5C96UB97(F(WA!,#LS,2PF(WA!,#LR,#$T/"]B/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X03`[,S$L M)B-X03`[,C`Q,SPO8CX\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1&-E;G1E$$P.R8C>#(P,3,[)B-X03`[.3@N,"4\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/@T*(#8T+C@E)B-X M03`[)B-X,C`Q,SLF(WA!,#LY."XP)3PO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A9V4\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P.S4N,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1C96YT97(^,2XT)B-X03`[)B-X,C`Q,SLF(WA!,#LU+C$\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E2!! M6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)' M24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1C96YT97(^/&(^06UOF5D)B-X03`[8V]S=#PO M8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1C96YT97(^/&(^06UOF5D(&-O$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^/&(^1F%I6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`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`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE6EN9R!M;W)T9V%G92!L;V%N$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.S$W+C4E/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@ M."XU)28C>$$P.R8C>#(P,3,[)B-X03`[,30N,R4\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A M9V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1C96YT97(^."XV)3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1C96YT97(^."XR)3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W65A M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>#(P,3,[)B-X03`[-RXS/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^ M#0H@,2XV)B-X03`[)B-X,C`Q,SLF(WA!,#LW+C,\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.S6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D M(&%V97)A9V4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1C96YT97(^-BXT/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^-RXQ/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT M97(^-BXT/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1C96YT97(^-BXY/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1C96YT97(^-BXT/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^-BXQ/"]T M9#X-"B`\+W1R/@T*(#QT6UE;G0@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.S4V+C0E/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1C96YT97(^#0H@."XP)28C>$$P.R8C>#(P,3,[)B-X M03`[-#(N-R4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<"!A;&EG;CTS1&-E;G1E$$P.S(W+C`E M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1C96YT97(^#0H@-BXW)28C>$$P.R8C>#(P,3,[)B-X03`[-#4N,"4\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E M;G1E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A9V4\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^.2XV M)3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^,3`N,"4\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E M;G1E$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1C96YT97(^,3(N-R4\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C M96YT97(^#0H@)#4Y)B-X03`[)B-X,C`Q,SLF(WA!,#LD,30P/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^ M#0H@)#4Y)B-X03`[)B-X,C`Q,SLF(WA!,#LD,30P/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@)#8X M)B-X03`[)B-X,C`Q,SLF(WA!,#LD,30P/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@)#8X)B-X03`[ M)B-X,C`Q,SLF(WA!,#LD-C@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.R0Q-#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1&-E;G1E$$P M.R0Q-#`\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)TU!4D=) M3BU"3U143TTZ(#)P=#L@0D]21$52+4)/5%1/33H@(S`P,#`P,"`Q<'@@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L M;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R M9&5R/3-$,#X-"B`\='(^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#4E M(&%L:6=N/3-$;&5F=#XH,BD\+W1D/@T*(#QT9"!V86QI9VX],T1T;W`@86QI M9VX],T1L969T/E!R97!A>6UE;G0@2!!'0^/&1I=CX-"B`\<"!S='EL93TS1"=- M05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E. M1$5.5#H@."4G/@T*($9O;&QO=VEN9R!I2!I;G!U=',@=7-E9"!I;B!T:&4-"B!V86QU871I;VX@;V8@ M35-26QE/3-$)TU! M4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0 M.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6EN9R8C>$$P.W9A M;'5E+"8C>$$P.W5N<&%I9"8C>$$P.W!R:6YC:7!A;"8C>$$P.V)A;&%N8V4F M(WA!,#MA;F0F(WA!,#ME9F9E8W0F(WA!,#MO;B8C>$$P.V9A:7(F(WA!,#MV M86QU928C>$$P.V%M;W5N=',F(WA!,#MI;CQB$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)#,P,"PT,C(\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E M;G1E$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1C96YT97(^)#(V-"PQ,C`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(#QB/DME>2!I;G!U=',Z M/"]B/CPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*(%5N<&%I9"!P$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT M97(^)#8L,C6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D+6%V97)A9V4@86YN M=6%L('-E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^,C8\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D M+6%V97)A9V4@;F]T92!I;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1C96YT97(^#0H@-BXS)28C>$$P.R8C>#(P,3,[)B-X03`[,3$$P.S$W+C4E/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT M97(^#0H@-RXS)28C>$$P.R8C>#(P,3,[)B-X03`[,34N,R4\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P M.R8C>#(P,3,[)B-X03`[-RXR/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@,2XX)B-X03`[)B-X,C`Q M,SLF(WA!,#LW+C(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1&-E;G1E$$P M.S6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%)A;F=E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.S0W+CDE/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@."XP)28C>$$P.R8C>#(P M,3,[)B-X03`[,SDN-B4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P M.S(P+C`E/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1C96YT97(^,3$N-"4\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C M96YT97(^."XY)3PO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($5F9F5C="!O;B!F86ER('9A;'5E(&]F(&$Z/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)"@V M+#$V-BD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1C96YT97(^)"@R,RPU,S(I/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)"@U+#,Y-"D\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($%N;G5A;"!P97(M;&]A;B!C;W-T(&]F('-E M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R0Q,S0\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1&-E;G1E$$P.R0Q,S0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E M$$P.R0Q-#`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E$$P.R0Q-#`\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($5F9F5C="!O;B!F86ER('9A;'5E(&]F(&$Z/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1C96YT97(^)"@Q+#@P-RD\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1&-E;G1E M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(#$P)2!A9'9E"!S;VQI9#L@34%21TE.+51/4#H@ M,'!T.R!,24Y%+4A%24=(5#H@.'!T.R!724142#H@,3`E)SX-"B`F(WA!,#L\ M+W`^#0H@/'1A8FQE('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL M87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS M1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('9A;&EG;CTS1'1O<"!W M:61T:#TS1#4E(&%L:6=N/3-$;&5F=#XH,2D\+W1D/@T*(#QT9"!V86QI9VX] M,T1T;W`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`\='(^#0H@/'1D M('9A;&EG;CTS1'1O<"!W:61T:#TS1#4E(&%L:6=N/3-$;&5F=#XH,RD\+W1D M/@T*(#QT9"!V86QI9VX],T1T;W`@86QI9VX],T1L969T/E!R97!A>6UE;G0@ M'1087)T7V4P,C%E9&,Q7S1B,V1?-#4X,5]A M,3`P7V$R93)B-C`W931A9`T*0V]N=&5N="U,;V-A=&EO;CH@9FEL93HO+R]# M.B]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860O5V]R:W-H M965T'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M5$]0.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L;&]W:6YG(&ES(&$@ M2!O9B!T:&4@9&ES=')I8G5T:6]N(&]F('1H92!#;VUP86YY)B-X M,C`Q.3MS#0H@;6]R=&=A9V4@;&]A;G,@86-Q=6ER960@9F]R('-A;&4@870@ M9F%I$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D9A M:7(\8G(@+SX-"B!V86QU93PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ,S@L,SDP/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$S-2PP,#@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C,U+#`U,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M4UA8R!,;V%N(%-E$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(P.2PS,C4\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`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`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T* M(#PO=&%B;&4^#0H@/"]D:78^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P M-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%? M-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R M'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P M<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+51/4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!4 M:&4@0V]M<&%N>2!H860@=&AE(&9O;&QO=VEN9R!D97)I=F%T:79E(&%S6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM M5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS M1&-E;G1E$$P.S,Q+"`R,#$S/"]B/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(&-O;'-P86X],T0V(&%L:6=N/3-$8V5N=&5R/CQB/D9A:7(@=F%L=64\ M+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0V(&%L:6=N/3-$8V5N=&5R/CQB/D9A:7(@=F%L=64\+V(^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!"3U)$15(M0D]45$]-.B!R9V(H,"PP M+#`I(#%P="!S;VQI9#L@5TE$5$@Z(#,X+C9P="<^#0H@/&(^26YS=')U;65N M=#PO8CX\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G M8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/D1E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R M9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/D1E$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D1E6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XV.34L-#@X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU M+#8W.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M,C8Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M-C`Q+#(X,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU M,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV+#8T.3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+#4X."PP,C<\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$L,CDU/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,3`P+#

$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+#$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XR+#$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($U" M4R!P=70@;W!T:6]N$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C,T,"PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W,CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($5U$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(%1R96%S=7)Y(&9U='5R97,@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$P-2PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L,S$Y/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%!U="!O<'1I;VYS(&]N(&EN=&5R97-T(')A=&4@ M9G5T=7)E$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(W-2PP M,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C4V-CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%1O=&%L(&1E$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($YE='1I;F<\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-#,P/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L.38Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($UA6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE M/@T*(#PO9&EV/CQS<&%N/CPO2!O9B!!8W1I=FET>2!I;B!. M;W1I;VYA;"!!;6]U;G0@;V8@1&5R:79A=&EV92!#;VYTF5S M('1H92!N;W1I;VYA;"!A;6]U;G0@86-T:79I='D@9F]R#0H@9&5R:79A=&EV M92!C;VYT28C>#(P,3D[ M6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M M(&-O;'-P86X],T0Q-"!A;&EG;CTS1&-E;G1E$$P M.R8C>$$P.R8C>$$P.R8C>$$P.V)E9VEN;FEN9R8C>$$P.R8C>$$P.R8C>$$P M.R8C>$$P.SPO8CX\8G(@+SX-"B`-"B`\8CYO9B!P97)I;V0\+V(^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/@T*(#QB/B8C>$$P M.R8C>$$P.R8C>$$P.R8C>$$P.T%D9&ET:6]N$$P.R8C>$$P.R8C>$$P M.R8C>$$P.SPO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.R8C>$$P.R8C>$$P.SPO8CX\8G(@+SX-"B`-"B`\ M8CYE>'!I$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L M,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.R8C>$$P.R8C>$$P.V]F)B-X03`[ M<&5R:6]D)B-X03`[)B-X03`[)B-X03`[)B-X03`[/"]B/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%EE87(@96YD960@1&5C96UB97(F(WA!,#LS,2P@,C`Q-#PO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+#4X."PP,C<\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-#$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(L-S@Q+#`V-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XS,RPT,3@L.#,X/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/B@S-2PP.3DL,C`T/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ+#$P,"PW,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($U"4R!P=70@;W!T:6]N$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C4U+#`P,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XR+#`X-RPU,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$Q,"PP,#`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XX+#$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@T+#,X-2PP,#`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XX-2PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1R96%S=7)Y(&9U='5R92!P=7)C M:&%S92!C;VYT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C0S.2PR,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-A;&P@;W!T M:6]N(&]N(&EN=&5R97-T(')A=&4@9G5T=7)E$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@R+#4P,"PP,#`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$L,#,P+#`P,#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$L-C@W+#4P,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XH,2PT-C4L,#`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XR-S4L,#`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M+2!%;F0@ M5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P>#L@1D].5"U325I%.B`Q<'@[($U!4D=)3BU43U`Z(#$R<'@G M/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$ M)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!"3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9#L@5TE$5$@Z M(#8U+C0U<'0G/@T*(#QB/E!E$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(')O=W-P86X],T0R(&-O;'-P86X],T0R(&%L M:6=N/3-$8V5N=&5R/@T*(#QB/B8C>$$P.R8C>$$P.R8C>$$P.R8C>$$P.T1I M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T M=&]M(')O=W-P86X],T0R(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/D)A;&%N8V4L/"]B/CQB$$P.R8C>$$P M.R8C>$$P.R8C>$$P.SPO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T2`M+3X-"B`\='(@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%EE87(@96YD960@1&5C96UB97(F(WA!,#LS,2P@,C`Q,SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT+#(V-BPY.#,\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-S,L,SDX+#4Y M.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(L,C`V+#4S.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XU-BPQ.3$L.#(T/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`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`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I M9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(L,S$P+#`P,#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XH,BPR,#`L,#`P/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XQ,3`L,#`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS M1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C8V,"PP,#`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%1R96%S=7)Y(&9U='5R92!S86QE(&-O;G1R86-T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO2!F=71U M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XH-#(L-3`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(V,"PP M,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4R+#4P,#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H,"PP M+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q-"!A M;&EG;CTS1&-E;G1E$$P.R8C>$$P.R8C>$$P.R8C M>$$P.T1I'!I$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G M8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,30@86QI9VX],T1C96YT97(^/&(^ M*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.S,Q+"`R,#$R/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,Y."PT,#`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XH,S4L-#@U+#8S,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(X M+#`P,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#4X M-2PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@Y-2PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0@0FQO8VL@6T%B M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]- M.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4+4E.1$5.5#H@."4G/@T* M($9O;&QO=VEN9R!I28C>#(P,3D[6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P M=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P M.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0V M(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M8F5R)B-X03`[,S$L(#(P,30\+V(^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0V(&%L:6=N/3-$8V5N=&5R/CQB/D1E8V5M M8F5R)B-X03`[,S$L(#(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!"3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9#L@5TE$5$@Z M(#,T+C0U<'0G/@T*(#QB/DQO86X@='EP93PO8CX\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!C;VQS<&%N/3-$,30@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A M;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L,C0V+#4X-3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%!E6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT-#DL-#DV M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,Q,"PV,#<\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,40[*2]H>6)R:60\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,C$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$V,BPS,CD\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,3,L.3DY M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,R,RPS-3`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,34L-S`R/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C(Q,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ,SD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE M/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C8V-"PR-C8\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO M=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($9I>&5D(&EN=&5R97-T(')A=&4@:G5M M8F\@;&]A;G,@:&5L9"!I;B!A(%9)13PO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4R M-RPS-CD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C,L.#4W+#"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/CDX.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#PO=&%B;&4^#0H@/"]D:78^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/&1I=CX- M"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/ M4#H@,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!&;VQL;W=I;F<@:7,@82!S M=6UM87)Y(&]F(&-E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#AP=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4)/5%1/33H@ M6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%!E2!#86QI9F]R;FEA(')E86P@ M97-T871E/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C M96YT97(^,C(E/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1&-E;G1E M6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.UEO M6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0G M(&%L:6=N/3-$8V5N=&5R/D9L;W)I9&$\+W`^#0H@/'`@7!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T M<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@ M8VAA'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4+4E.1$5. M5#H@."4G/@T*($9O;&QO=VEN9R!I28C>#(P,3D[6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL M87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS M1#DR)2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#AP=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@0D]21$52+4)/5%1/33H@(S`P,#`P,"`Q<'0@$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`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`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%!E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.2PR.3(\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y+#4Q,#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`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`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M+#0X-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#0U M-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C8S+#@X-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\'0^/&1I=CX-"B`\<"!S='EL93TS1"=- M05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3)P=#L@5$585"U) M3D1%3E0Z(#@E)SX-"B!&;VQL;W=I;F<@:7,@82!S=6UM87)Y(&]F(&-E6QE M/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)' M24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L M$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#Y.97<@2F5R6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#Y787-H:6YG=&]N/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QA;F0\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/"]T7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0^/&1I=CX-"B`\<"!S M='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@-G!T M.R!415A4+4E.1$5.5#H@."4G/@T*($9O;&QO=VEN9R!I6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L M;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG M;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^ M/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C@X+#`W.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+#`T.3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XX,CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT.#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-C0L.30U/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$X-2PP-C$\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$R+#6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-#4L-#$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C0L,#`R/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,38L.30R/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,RPT.3@\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$V+#0T,#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT"<^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@S,2PY-S@\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@Q,RPT-S$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U,#(\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@Q,C`L.3(U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,3(V+#0Y.3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S M."PY-#(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@X+#`W.#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!T M)SX-"B`\=&0^/"]T9#X-"B`\=&0@8V]L$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$W+#0U,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@2!W:&]S92!S=&]C:R!I$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT M4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O M;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q M7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'0@0FQO8VL@ M6T%B'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$2!I;B!214\@ M=6YD97(@9F]R=V%R9`T*('!U6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T M.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q,"!A M;&EG;CTS1&-E;G1E$$P.SPO=&0^ M#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(R M+#DW.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%1R86YS9F5R$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1R86YS M9F5R$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,3(L-S,W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,3$W/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C$L.#$Y/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q,3(\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@T-#D\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,P-CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XY,CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XR+#,Q.3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@T-S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R,#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%!R;V-E961S(&9R;VT@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Y+#DQ,CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDL,3,X/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M7!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T M<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@ M8VAA'0@ M0FQO8VL@6T%B'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`V<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@1F]L;&]W:6YG(&ES(&$@2!O9B!-4U)S(&-A$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q M+#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT6QE/3-$ M)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M)SX-"B`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`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW-#D\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%D9&ET:6]N$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M+#0Q.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(S M+#`W,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#4P M.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L-3(X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-H M86YG92!I;B!F86ER('9A;'5E.CPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($]T M:&5R(&-H86YG97,@:6X@9F%I$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W,C(\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@Q-#0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M6QE M/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@X-3(\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*(%-A;&5S/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A M;&%N8V4@870@96YD(&]F('!E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(V+#0U,CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@"!S;VQI9#L@34%21TE.+51/4#H@,'!T.R!,24Y% M+4A%24=(5#H@.'!T.R!724142#H@,3`E)SX-"B`F(WA!,#L\+W`^#0H@/'1A M8FQE('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L M;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R M9&5R/3-$,#X-"B`\='(^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#0E M(&%L:6=N/3-$;&5F=#XH,2D\+W1D/@T*(#QT9"!V86QI9VX],T1T;W`@86QI M9VX],T1L969T/E!R:6YC:7!A;&QY(')E9FQE8W1S(&-H86YG97,@:6X-"B!P M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L M;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R M9&5R/3-$,#X-"B`\='(^#0H@/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#0E M(&%L:6=N/3-$;&5F=#XH,BD\+W1D/@T*(#QT9"!V86QI9VX],T1T;W`@86QI M9VX],T1L969T/E)E<')E'!E8W1E9"!C87-H(&9L;W=S+CPO=&0^#0H@/"]T2!O9B!-4U)S($-AF5D($-O$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($%M;W)T:7IE9"!#;W-T.CPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($U34G,@$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-3DL.38Q M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$S,RPQ-3D\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%!U$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-3PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QTF%T:6]N M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,C@Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q.3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M(%)E=F5R$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U M+#$S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`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`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5. M5#H@."4G/@T*(%1H92!F;VQL;W=I;F<@=&%B;&4@28C>#(P,3D[6EN9R!T:&4@9F]L;&]W:6YG(&5S=&EM871E('=I;&P@ M8VAA;F=E(&%S(&UA2!D971E6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U3 M25I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\ M=&%B;&4@$$P.TU34CQB$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(#(P,34\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4 M:6UE6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\ M'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQAF5D(&)E;&]W.CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]4 M5$]-.B`P<'0[($9/3E0M4TE:13H@,3)P=#L@34%21TE.+51/4#H@,'!T)SX- M"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\ M+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P M,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$ M,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($U3 M4B!R96-A<'1U$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-AF5D(&-O$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,S$L.3$Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,C8L,C0Q M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-2PT-C`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U M+#$S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/B@Q-BPV-#@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C8Q-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XH.#4R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Q+#4R-SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,2PY.#@\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(L,3(S/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W-30\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($%V97)A9V4@$$P.R8C>$$P.SPO M=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@"!S M;VQI9#L@34%21TE.+51/4#H@,'!T.R!,24Y%+4A%24=(5#H@.'!T.R!72414 M2#H@,3`E)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]2 M1$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP M861D:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@ M/'1D('9A;&EG;CTS1'1O<"!W:61T:#TS1#0E(&%L:6=N/3-$;&5F=#XH,2D\ M+W1D/@T*(#QT9"!V86QI9VX],T1T;W`@86QI9VX],T1L969T/DEN8VQU9&5S M(&-O;G1R86-T=6%L;'D@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T M-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R6QE/3-$)T9/ M3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E6QE/3-$ M)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\ M+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3,\ M+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3(\ M+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,3`@86QI M9VX],T1C96YT97(^/&(^*&1O;&QA6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D+6%V97)A9V4@:6YT M97)E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XR+C$R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XE)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+C0S/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XR+C6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($UA>&EM=6T@9&%I;'D@86UO=6YT(&]U='-T M86YD:6YG/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L,C`S+#DX.3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($%T('EE87(@96YD.CPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D+6%V97)A9V4@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XR+C,R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+C(Y/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XS+C`R/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT3H\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L-#8W+#$S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XV.34L,#`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$U,"PP,#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#,T-RPS-C`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$L-C$W+#$S.#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C,L,C`Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT+#0V.#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4 M:6UE$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($UO$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDT M.2PP-C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%)E86P@97-T871E M(&%C<75I$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P M+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$L.30T+#DW,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T)/4D1% M4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/"$M+2!%;F0@5&%B;&4@0F]D>2`M+3X\+W1A8FQE/@T*(#QP('-T M>6QE/3-$)TU!4D=)3BU"3U143TTZ(#)P=#L@0D]21$52+4)/5%1/33H@&-L=61EF%T:6]N(&]F#0H@8V]M;6ET;65N M="!F965S(&%N9"!I$$P.VUI;&QI;VXL(&%N9"`D-2XU)B-X03`[;6EL;&EO M;B!F;W(@=&AE('EE87)S(&5N9&5D#0H@1&5C96UB97(F(WA!,#LS,2P@,C`Q M-"PF(WA!,#LR,#$S+"!A;F0@,C`Q,BP@2!O9B!- M871U6QE/3-$ M)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T.R!415A4 M+4E.1$5.5#H@."4G/@T*($9O;&QO=VEN9R!I6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P M86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#8X)2!A;&EG;CTS M1&-E;G1E2!A="!$96-E;6)E$$P.S,Q+"`R,#$T/"]B/CPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M8V]L7,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.V1A M>7,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU,#@L,#@S/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($]V97(@,3@P(&1A>7,@=&\@,2!Y96%R/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO65A6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*(%=E:6=H=&5D(&%V97)A9V4@;6%T=7)I='D@*&EN(&UO M;G1H3PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P M<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+51/4#H@,3AP=#L@5$585"U)3D1%3E0Z(#@E)SX-"B`\ M:3Y396-U6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL M87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS M1#$$P.V%T)B-X03`[$$P.R8C M>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^ M/&(^36%T=7)I='D\+V(^/"]T9#X-"B`\+W1R/@T*(#QT$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($-R961I="!3=6ES6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1C96YT97(^1F5B$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1&-E;G1E28C>$$P.S$L)B-X03`[,C`Q-3PO=&0^#0H@/"]T M2!O9B!!6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P M<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@5&AE(&%M;W5N="!A="!R:7-K("AT M:&4@9F%I28C>#(P,3D[F5D(&)Y(&-O=6YT97)P M87)T>2!B96QO=R!A6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM M3$5&5#H@."4[($U!4D=)3BU43U`Z(#$X<'0G/@T*(#QI/DUO6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B M;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#AP=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52 M+4)/5%1/33H@(S`P,#`P,"`Q<'0@3PO8CX\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!C;VQS<&%N/3-$,B!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1C96YT97(^#0H@)B-X,C`Q-#LF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$8V5N=&5R/E-E<'1E M;6)E$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6%L($)A;FL@;V8@4V-O=&QA;F0@1W)O=7`\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO3PO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XY+#7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0@0FQO8VL@6T%B'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E M6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!R9V(H,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/EEE87(@96YD:6YG/&)R("\^ M#0H@1&5C96UB97(F(WA!,#LS,2PF(WA!,#LR,#$T/"]B/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"$M+2!% M;F0@5&%B;&4@2&5A9"`M+3X\(2TM($)E9VEN(%1A8FQE($)O9'D@+2T^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%V97)A9V4@8F%L86YC93PO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT-"PW-S`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&EN=&5R97-T(&5X<&5N$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A;&%N8V4\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4 M:6UE$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+C0R/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.SPO<#X-"B`\=&%B;&4@'1087)T7V4P,C%E9&,Q7S1B M,V1?-#4X,5]A,3`P7V$R93)B-C`W931A9`T*0V]N=&5N="U,;V-A=&EO;CH@ M9FEL93HO+R]#.B]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T M860O5V]R:W-H965T'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA2!O M9B!&:6YA;F-I86P@26YF;W)M871I;VX@4F5L871I;F<@=&\@07-S970M0F%C M:V5D(%-E8W5R960@1FEN86YC:6YG(&]F('1H92!6244\+W1D/@T*("`@("`@ M("`\=&0@8VQA$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C,N.#(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,N M-CD\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%T('EE M87(@96YD.CPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`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`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XS+C4P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS M+C4P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XE)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XP+C`P/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#PO=&%B;&4^#0H@/"]D:78^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P M,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO M93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA M6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.R!-05)'24XM5$]0.B`P<'0[(%1%6%0M24Y$14Y4.B`X)2<^#0H@ M1F]L;&]W:6YG(&ES(&9I;F%N8VEA;"!I;F9O6QE/3-$)TU!4D=)3BU"3U143TTZ M(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C M>$$P.SPO<#X-"B`\=&%B;&4@6QE/3-$ M)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$ M8F]T=&]M(&-O;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1U65A$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`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`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($%T('EE87(@96YD.CPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(U,"PP,#`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`P,#`P,"`Q<'@@65A$$P.S,Q+"`R,#$T(&%N9"!$96-E M;6)E$$P.S,Q+"`R,#$S+`T*(')E2X\+W1D/@T*(#PO M='(^#0H@/"]T86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA M6QE/3-$)TU!4D=) M3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`V<'0[(%1%6%0M24Y$14Y4 M.B`X)2<^#0H@1F]L;&]W:6YG(&ES(&$@2!O9B!F:6YA;F-I86P@ M:6YF;W)M871I;VX@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*(%=E:6=H=&5D+6%V97)A9V4@8F%L86YC M93PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`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`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C(L,SDV/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,C8L-3@P/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($9A:7(@=F%L=64@ M;V8@=6YD97)L>6EN9R!L;V%N$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(R-BPX,S,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2=S($QI M86)I;&ET>2!F;W(@3&]S'0^/&1I M=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+51/4#H@-G!T.R!415A4+4E.1$5.5#H@."4G/@T*($9O;&QO=VEN9R!I6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X- M"B`\=&%B;&4@6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O M;'-P86X],T0Q,"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@ M8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO65A$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C0L-#0Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XR,#4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%!R;W9I$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($QO M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)A;&%N8V4L(&5N9"!O M9B!Y96%R/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$T+#(T,CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`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`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q M,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/&1I=CX-"B`\<"!S='EL93TS1"=- M05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4+4E. M1$5.5#H@."4G/@T*(%1H92!F;VQL;W=I;F<@=&%B;&4@28C>#(P,3D[6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G M/@T*("8C>$$P.SPO<#X-"B`\=&%B;&4@$$P.R8C>$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G8B@P+#`L,"D@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]- M.B`Q<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@34%21TE.+51/4#H@,'!T.R!4 M15A4+4E.1$5.5#H@+3%E;2<^#0H@36]R=&=A9V4@;&]A;G,@86-Q=6ER960@ M9F]R('-A;&4@870@9F%I6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO M=&0^#0H@/"]T7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA2!O9B!.970@1V%I;B!O;B!-;W)T9V%G92!,;V%N'0^ M/&1I=CX-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+51/4#H@-G!T.R!415A4+4E.1$5.5#H@."4G/@T*($YE="!G86EN(&]N M(&UO6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!R9V(H M,"PP+#`I(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q M,"!A;&EG;CTS1&-E;G1E$$P.SPO M=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(')G M8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L M$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(')G8B@P+#`L,"D@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`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`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R,2PS,S,\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`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`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($AE9&=I M;F<@9&5R:79A=&EV97,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,3$L-3$X/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XY+#4U,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XR+#DU,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(')G8B@P+#`L,"D@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B!R9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/B@S+#(X,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B!R M9V(H,"PP+#`I(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(')G8B@P+#`L,"D@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T M('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE/3-$)T9/3E0M M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@8V]L$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(&EN M8V]M93H\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4T,CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%G96YC>2!D96)T('-E8W5R M:71I97,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(R,CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,S+#6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($UO$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,C(L-C(P M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@Q+#(W-3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT.2PT-C(\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($UO M$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L-3@T/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L-C4Y/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDY-CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$S+#(Y,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XQ+#`Y,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C0X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C(P.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XQ,C8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$R,BPX-C(\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($EN=&5R97-T(&5X<&5N6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/CDQ,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($)O$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@ M5$585"U)3D1%3E0Z("TQ96TG/@T*($%S$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8L-#DP/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L-C$R/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($5X8VAA;F=E M86)L92!S96YI;W(@;F]T97,\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-"PS-3@\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F M(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,3,\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($]T:&5R/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,Q+#8T,CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^ M#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U M.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O M'0O:'1M M;#L@8VAAF5D(&)E;&]W.CPO<#X-"B`\<"!S='EL93TS1"=-05)'24XM0D]4 M5$]-.B`P<'0[($9/3E0M4TE:13H@,3)P=#L@34%21TE.+51/4#H@,'!T)SX- M"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\ M+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P M,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@ M=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB M/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$ M,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@Q+#,T-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8Q,CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@V+#@P,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%G M96YC>2!D96)T('-E8W5R:71Y/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+##(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M&-E#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C(R-RPT.#@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^ M#0H@/"]T86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!O9B!297-T6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q,G!T M.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!T86)L92!B96QO=R!S=6UM87)I M>F5S(')E2!A;F0-"B!C;VUP M96YS871I;VX@97AP96YS93H\+W`^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#=E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($]U M='-T86YD:6YG(&%T(&)E9VEN;FEN9R!O9B!Y96%R/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#EE M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($=R86YT960\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XS,#`L,3,Q/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(U-2PT-#4\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R M-3,L-3`Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,38Q+#8W M.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M*28C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#EE;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-A M;F-E;&5D/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-BPQ.#$\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-"PU,30\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#=E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($]U='-T86YD:6YG(&%T(&5N9"!O9B!Y96%R/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#=E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($]U='-T M86YD:6YG(&%T(&)E9VEN;FEN9R!O9B!Y96%R/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y M+CDU/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-2XY,CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#EE;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($=R86YT960\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(S+CDQ/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ."XY,3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`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`P/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ.2XY-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-O M;7!E;G-A=&EO;B!E>'!E;G-E(')E8V]R9&5D(&1U65A$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8L M-S8S+#`P,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C8L,3$$P.SPO<#X-"B`\=&%B M;&4@0T*(&)E(&%D:G5S=&5D(&EN(&%C8V]R M9&%N8V4@=VET:"!T:&4@97%U:71Y(&EN8V5N=&EV92!P;&%N(&)A'1087)T M7V4P,C%E9&,Q7S1B,V1?-#4X,5]A,3`P7V$R93)B-C`W931A9`T*0V]N=&5N M="U,;V-A=&EO;CH@9FEL93HO+R]#.B]E,#(Q961C,5\T8C-D7S0U.#%?83$P M,%]A,F4R8C8P-V4T860O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'!E;G-E6QE/3-$9F]N="US:7IE.C$R<'0[;6%R9VEN+71O<#HP<'0[;6%R9VEN+6)O M='1O;3HP<'0^#0H@)B-X03`[/"]P/@T*(#QT86)L92!C96QL3I4 M:6UEF4Z.'!T)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)V)O$$P.S,Q+#PO8CX\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M3I4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,B!A;&EG;CTS1&-E;G1E6QE/3-$)V)O$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C M;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S M*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT6QE/3-$)VUA$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)VUA$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T'0M:6YD96YT.BTQ+C`P96T[(&9O;G0M M3I4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H M=#XR+#8S.#PO=&0^#0H@/'1D(&YO=W)A<#TS1&YO=W)A<"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT M+#4X-#PO=&0^#0H@/'1D(&YO=W)A<#TS1&YO=W)A<"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XW-3(\ M+W1D/@T*(#QT9"!N;W=R87`],T1N;W=R87`@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/"]TF4Z,3!P="<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=M87)G:6XM;&5F=#HQ+C`P M96T[('1E>'0M:6YD96YT.BTQ+C`P96T[(&9O;G0M3I4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDX.3PO=&0^#0H@/'1D(&YO=W)A M<#TS1&YO=W)A<"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XX.3`\+W1D/@T*(#QT9"!N;W=R87`],T1N M;W=R87`@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CL@9F]N="US:7IE.C$P<'0G/@T*(#QT9"!V86QI9VX] M,T1T;W`^#0H@/'`@F4Z,3!P=#L@9F]N="UF86UI;'DZ M5&EM97,@3F5W(%)O;6%N)SX-"B!496-H;F]L;V=Y/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XW,#$\+W1D/@T*(#QT9"!N;W=R87`],T1N;W=R87`@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/"]T'0M:6YD96YT.BTQ+C`P96T[(&9O;G0M3I4:6UEF%T:6]N/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!N;W=R87`],T1N;W=R87`@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D(&YO=W)A<#TS1&YO=W)A<"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D(&YO=W)A<#TS1&YO=W)A<"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)VUA M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR M+#0V,SPO=&0^#0H@/'1D(&YO=W)A<#TS1&YO=W)A<"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#4X,CPO M=&0^#0H@/'1D(&YO=W)A<#TS1&YO=W)A<"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"=B;W)D97(M=&]P.C$N,#!P>"!S;VQI M9"`C,#`P,#`P)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)V)O$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)V)O$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@"!S;VQI9"`C,#`P,#`P)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT3I4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"=B;W)D97(M=&]P.C,N,#!P>"!D;W5B M;&4@(S`P,#`P,"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"=B;W)D97(M=&]P.C,N,#!P>"!D;W5B M;&4@(S`P,#`P,"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)V)O6QE M/3-$)V)O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T M-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R&5S("A486)L97,I/&)R/CPO"!#:&%R86-T97)I>F%T:6]N(&]F($1I&EM871E M('1A>"!C:&%R86-T97)I>F%T:6]N(&]F('1H92!#;VUP86YY)B-X,C`Q.3MS M#0H@9&ES=')I8G5T:6]N6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P M(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E$$P.S,Q+#PO8CX\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX] M,T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$ M8V5N=&5R/CQB/DQO;F<@=&5R;3QB6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(#(P,30\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XX M-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XP/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C@S/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XP/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)28C>$$P M.SPO=&0^#0H@/"]T2!O M9B!#;VUP86YY)W,@26YC;VUE(%1A>"!%>'!E;G-E("A"96YE9FET*3PO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/&1I=CX-"B`\<"!S='EL93TS M1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!415A4 M+4E.1$5.5#H@."4G/@T*(%1H92!F;VQL;W=I;F<@=&%B;&4@9&5T86EL28C>#(P,3D[6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]2 M1$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP M861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI M9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R M/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N M=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$ M8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C M;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A;F1S M*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`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`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XQ+#8X-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q,BPR-#8\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C8L-#0V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($1E9F5R'!E;G-E.CPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS M1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,Q+#(V M-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C4L.34T/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P+#@V M,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-2PU,S8\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C(V+#8Y,3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XT,BPQ,C<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT&5S/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q-2PP.#`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0X+#4W,SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT"<^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\'0^/&1I=CX-"B`\ M<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@ M,3)P=#L@5$585"U)3D1%3E0Z(#@E)SX-"B!4:&4@9F]L;&]W:6YG('1A8FQE M(&ES(&$@6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#$P,"4@86QI9VX],T1C96YT97(@8F]R9&5R/3-$,#X-"B`\ M='(^#0H@/'1D('=I9'1H/3-$-C8E/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^ M#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E M/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO M=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^ M#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E M/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO M=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.S,Q+#PO8CX\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N M=&5R/CQB/D%M;W5N=#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O M;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED M)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^ M#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,C(@ M86QI9VX],T1C96YT97(^/&(^*&1O;&QA6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C,U+C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-2XP/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XE)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH-C,L-38T/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R M:6=H=#XH,CDN-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*24F(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R-"PY-#,\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q,RXT/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)28C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%-T871E(&EN8V]M92!T87AE M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/B@S+#,X,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L-#$Y/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$N,3PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)28C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH,S(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C`N,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C`N,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)28C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XP+C`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XP+C`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C`N,#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)28C M>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT&5S/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@Q-2PP.#`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@X+C0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C8N-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0X+#4W,SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XR-BXP/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XE)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L M93X-"B`\+V1I=CX\28C>#(P,3D[&5S(&%R92!A6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P M86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS M1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P M86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^ M*&EN#0H@=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U+#4Q,CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*($UO$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR-RPY.38\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0Y+#0R,#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`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`],T1N;W=R87`^*28C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L-#4T/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@S+#0V,3PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG M;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L("AB96YE M9FET*2!P$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D]. M5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!- M05)'24XM5$]0.B`Q,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!C;VUP M;VYE;G1S(&]F(&EN8V]M92!T87AE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@ M8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/D1E M8V5M8F5R)B-X03`[,S$L)B-X03`[,C`Q-#PO8CX\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@.'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(%1A>&5S(&-U2!R96-E:79A8FQE/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-#(X M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XX+#0T-CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT&5S('!A M>6%B;&4\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-3(L.#0U M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-C@L,S@Q/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT"<^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN8V]M92!T87AE6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\"!!6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`Q M,G!T.R!415A4+4E.1$5.5#H@."4G/@T*(%1H92!T87@@969F96-T$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE. M+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1E9F5R$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%)%3R!V86QU871I;VX@;&]S$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C4L-S0X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,X+#$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#$Q,CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XU+#,R.#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($=R;W-S(&1E9F5R"!A6QE/3-$)T9/3E0M M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT"!L:6%B:6QI=&EE6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Q,3@L,C0P/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$2!/<&5R871I;F<@4V5G;65N=#PO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/&1I=CX-"B`\<"!S='EL M93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,'!T.R!4 M15A4+4E.1$5.5#H@."4G/@T*($9I;F%N8VEA;"!H:6=H;&EG:'1S(&)Y(&]P M97)A=&EN9R!S96=M96YT(&%R92!S=6UM87)I>F5D(&)E;&]W.CPO<#X-"B`\ M<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3)P M=#L@34%21TE.+51/4#H@,'!T)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I M;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#DR)2!A;&EG;CTS1&-E M;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B M;W1T;VT@8V]L$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/DEN=F5S=&UE;G0\8G(@+SX-"B!A8W1I M=FET:65S/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L M$$P.SPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z M(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($YE="!I;G9E$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!C;VQS M<&%N/3-$-3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A M;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XS-2PV-#<\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($YE="!G86EN(&]N(&EN=F5S=&UE M;G1S/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,#$L.#`Y M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$U,"PW,30\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ-S(L,S0X/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R,RPV-3<\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C,U-BPW-#$\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T M$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*($5X<&5N6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C M;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XT,2PP,#$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$R-"PP-#@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-S6QE/3-$)T9/3E0M4TE:13H@,7!X M)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C0L.3`T+#(Y-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT M"<^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L M92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O M=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!T)SX-"B`\=&0^/"]T M9#X-"B`\=&0@8V]L$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DEN M=F5S=&UE;G0\8G(@+SX-"B!A8W1I=FET:65S/"]B/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!C;VQS<&%N/3-$,30@86QI9VX],T1C96YT97(^/&(^*&EN#0H@ M=&AO=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@8V]L6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/CDX+#8V.3PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(P M-RPW-3@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N M;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,#6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS,RPW,C<\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@U+#,P,#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^*28C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@R-BPX,#@\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@T,RPW,30\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C4L,S`P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/B@V-2PR,C(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M6QE M/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8L.3$Y M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4P+##(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C4W+#8T,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,R M+##(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C,R+#$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/B@Y+#`U-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@ M86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XX+#8V,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XT,#4L-3$X/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE'!E;G-E$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8Y+#8Y.3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XS+#(X-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^*#$I)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ M-3$L-3,U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C@V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS M."PT.#<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XS.2PS-#@\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C$P."PQ.#8\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"!I;F-O;64\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$6QE/3-$)T9/3E0M M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%1O=&%L(&%S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L.#,X+#@R.#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)TU!4D=)3BU"3U143TTZ(#)P=#L@ M0D]21$52+4)/5%1/33H@(S`P,#`P,"`Q<'@@28C>$$P.S$L(#(P,3,N M/"]T9#X-"B`\+W1R/@T*(#PO=&%B;&4^#0H@/'`@#L@34%21TE.+51/4#H@,3)P M>"<^#0H@)B-X03`[/"]P/@T*(#QT86)L92!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!"3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9#L@5TE$5$@Z M(#$P-G!T)SX-"B`\8CY996%R(&5N9&5D($1E8V5M8F5R)B-X03`[,S$L(#(P M,3(\+V(^/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/D-O6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T M;VT@8V]L$$P.V]T:&5R/"]B M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-#6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$P,RPV-#D\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*($EN=&5R97-T(&EN8V]M93PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`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`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,C`L-#0Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XI)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XX.#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH,S$L-C0R/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT"<^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($YE="!L M;V%N('-E#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@W M-30\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D M('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[ M($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ,BPQ-3<\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L,C4S/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(Q+#4P,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(R+#"<^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M"<^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"!I;F-O;64\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.#8L.#(R/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*(%1O=&%L(&%S#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR M+#4U.2PV-C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R M8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D M8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R2!297-U;'1S("A486)L97,I/&)R/CPO2!&:6YA;F-I86P@26YF;W)M871I;VX@1&ES8VQO2!&:6YA;F-I86P@1&%T83PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@-G!T.R!415A4+4E.1$5. M5#H@."4G/@T*($9O;&QO=VEN9R!I6QE/3-$)T9/3E0M4TE: M13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0S,"!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L M:6=N/3-$8F]T=&]M(&-O;'-P86X],T0Q-"!A;&EG;CTS1&-E;G1E$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/DIU;F4F(WA!,#LS,#PO8CX\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q/"]B/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N M/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N=&5R/CQB/DIU;F4F M(WA!,#LS,#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.S,Q/"]B/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@ M.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@8V]L&-E<'0@<&5R('-H87)E(&1A=&$I/"]B/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*($YE="!I;G9E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$P-BPU,S`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`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,Y+#$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T* M($5A$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS M1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%- M24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C`N-CD\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C`N.3,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C`N-3`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C`N-CD\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!A;&EG;CTS1')I9VAT/C`N-3<\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C`N.#8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C`N.3`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%2 M1TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($-A6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG M;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/CDR+#,Y.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C0U+#`R-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M86QI9VX],T1R:6=H=#XS,#$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C(V-RPX.#4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.3@L,3$P M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Y-RPT,#$\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`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`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L-C`V+#DP-CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XS+#$U-BPP-#$\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C,L,S4P+#8S,CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XR+#@V,BPQ,C8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE&-E M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$Y,2PQ-C8\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ.3`L,C0T/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$U,2PP,3D\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%)E86PF(WA!,#ME$$P M.VEN#0H@$$P.V]F)B-X03`[;&]A;G,H,BD\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@86QI9VX],T1R:6=H=#XS,#,L,C(X/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(W-2PQ.#4\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S M='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR.3`L-3$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(V.2PV-S4\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-#(L-S(U M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$V-RPQ-C$\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^ M#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^ M#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z M(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0L.#8Y+#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0L,C0Y+#(S,3PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$ M15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%S$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L M.#@W+#$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-38U M+#@Y-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!T)SX- M"B`\=&0^/"]T9#X-"B`\=&0@8V]L#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR,38L-C$T/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C(R-BPU.#`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^ M#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q% M1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($%S$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$W,"PR,#$\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R M:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C M>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL M93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE&-H86YG96%B;&4@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C(U,"PP,#`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T M>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$U.2PX,S@\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/C$S.2PR-C`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,L M,CDR+#4X-3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#8X-"PR-34\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C(L-S4T+#0V-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR M+#$Y.2PR,#,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE: M13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-3@X+#`T,3PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XQ+#4W-RPQ-C`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-#8W+#$Q-#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#0Y-"PW-C4\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L M:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$L,C(R+#0R.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P M,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z M(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`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`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO M=&0^#0H@/"]T$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G M/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B M;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@"!S;VQI M9#L@34%21TE.+51/4#H@,'!T.R!,24Y%+4A%24=(5#H@.'!T.R!724142#H@ M,3`E)SX-"B`F(WA!,#L\+W`^#0H@/'1A8FQE('-T>6QE/3-$)T9/3E0M4TE: M13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52 M+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D M:6YG/3-$,"!W:61T:#TS1#$P,"4@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D M('9A;&EG;CTS1'1O<"!W:61T:#TS1#4E(&%L:6=N/3-$;&5F=#XH,2D\+W1D M/@T*(#QT9"!V86QI9VX],T1T;W`@86QI9VX],T1L969T/DEN8VQU9&5S(&UO MF5D M(&-O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E M;&QP861D:6YG/3-$,"!W:61T:#TS1#@T)2!A;&EG;CTS1&-E;G1E6QE/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P="!S M;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$8V5N M=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P(#%P M="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N/3-$ M8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P,#`P M(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L:6=N M/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO=7-A M;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8W+#,W-#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9 M.B!4:6UE$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N M/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT2!V87)I86)L M92!I;G1E$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI M9VX],T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`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

6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$U+#,T-SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/CDL-#0X/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XV+#8S,SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,X/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR-#D\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO M=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%)E8V5I<'0@;V8@15-3('!U#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XD/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P,30[)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS M1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$Q M-SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A M;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/ M3E0M1D%-24Q9.B!4:6UE$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T*(#QT M$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG M/@T*(%!U#(P,30[ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B0\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS M.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1I M=FED96YD$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XD/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$#(P,30[)B-X03`[)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA2!/;FQY($1I'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M2!);F9O'0^/&1I=CX-"B`\<"!S='EL93TS1"=-05)' M24XM0D]45$]-.B`P<'0[($9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+51/4#H@,3AP="<@86QI9VX],T1C M96YT97(^/&(^4$5.3EE-04,@34]25$=!1T4@24Y615-4345.5"!44E535#PO M8CX\+W`^#0H@/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D]21$52+4-/3$Q! M4%-%.B!C;VQL87!S92<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,"!W:61T:#TS1#$P,"4@86QI9VX],T1C96YT97(@8F]R9&5R/3-$,#X-"B`\ M='(^#0H@/'1D('=I9'1H/3-$.#(E/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^ M#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E M/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@ M/"]T$$P.R8C>$$P M.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V86QI M9VX],T1B;W1T;VT@8V]L$$P.R8C>$$P.SPO=&0^#0H@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!T('-O;&ED)R!V M86QI9VX],T1B;W1T;VT@8V]L$$P.W1H;W5S86YD$$P.SPO=&0^#0H@/"]T M$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1'1O<#X\+W1D M/@T*(#QT9"!V86QI9VX],T1T;W`^/"]T9#X-"B`\=&0@=F%L:6=N/3-$=&]P M/CPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%-H;W)T+71E$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L,S0P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@ M/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#8S-RPY,C<\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C(V,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R M87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ-CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C4R,3PO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X M03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@ M,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C M,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P M.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#-E;3L@5$58 M5"U)3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&%S$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$L-3(Y+#`Y,#PO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[ M)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X M(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D M;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P M,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ M(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1% M3E0Z("TQ96TG/@T*($1I=FED96YD6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($1U92!T;R!A9F9I;&EA=&5S/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*(%!A>6%B;&5S('1O('-U8G-I9&EA$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C,S.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XS-S@\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#%E M;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*($EN8V]M92!T87AE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C8W/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT M9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/ M4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T M9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P M,3D[(&5Q=6ET>3PO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B0\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XQ+#8S.2PR,38\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$L-3(Y+#`Y,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T* M(#QT"<^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,W!X(&1O=6)L92<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T M86)L93X-"B`\<"!S='EL93TS1"=-05)'24XM0D]45$]-.B`P<'@[($9/3E0M M4TE:13H@,7!X.R!-05)'24XM5$]0.B`Q.'!X)SX-"B`F(WA!,#L\+W`^#0H@ M/'`@6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D]21$52+4-/3$Q!4%-%.B!C;VQL87!S92<@8V5L;'-P86-I M;F<],T0P(&-E;&QP861D:6YG/3-$,"!W:61T:#TS1#$P,"4@86QI9VX],T1C M96YT97(@8F]R9&5R/3-$,#X-"B`\='(^#0H@/'1D('=I9'1H/3-$-S8E/CPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@ M/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!W:61T:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D M/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!W:61T M:#TS1#(E/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO=&0^#0H@/'1D/CPO M=&0^#0H@/"]T$$P M.R8C>$$P.SPO=&0^#0H@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P M,#`P,#`@,7!T('-O;&ED)R!V86QI9VX],T1B;W1T;VT@8V]L$$P M.S,Q+#PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT6QE M/3-$)T9/3E0M4TE:13H@.'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@8V]L$$P.SPO=&0^#0H@/"]T6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@34%21TE.+4Q%1E0Z(#%E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*(#QB M/DEN8V]M93PO8CX\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\+W1R/@T* M(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS M1')I9VAT/C$T."PU,C`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`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@ M/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z M("TQ96TG/@T*($EN=&5R8V]M<&%N>3PO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C$U/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A M<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C(P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(L M,C4V/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A M<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@ M8F=C;VQO$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C0\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A M;&EG;CTS1')I9VAT/C$L,C4P/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C@S,SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T*("8C>#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R M('-T>6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T* M(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U) M3D1%3E0Z("TQ96TG/@T*(%1O=&%L(&EN8V]M93PO<#X-"B`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C$W-2PT-C$\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@ M/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M$$P M.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`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`],T1N;W=R87`@86QI9VX] M,T1R:6=H=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<"!A;&EG;CTS1')I9VAT/@T* M("8C>#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$L,S(Q/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$ M)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1% M4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU4 M3U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\ M=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"=" M3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO M=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@34%21TE.+4Q%1E0Z(#5E;3L@5$585"U)3D1%3E0Z("TQ M96TG/@T*(%1O=&%L(&5X<&5N$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$ M$$P.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0 M.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D M/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H M=#X-"B`F(W@R,#$T.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M+W1R/@T*(#QT"<^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X M03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO M='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\ M<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE M2!I;B!U;F1I$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT M/C$W-2PP-C,\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(X+#@T-3PO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T M9#X-"B`\+W1R/@T*(#QT"<^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T* M(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF M(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP M('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA! M,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D M/@T*(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O M<#X-"B`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`\<"!S='EL93TS1"="3U)$15(M M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C M>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X- M"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\ M<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P>"!D;W5B;&4G/B8C M>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@ M#L@34%21TE.+51/4#H@,3AP>"<^#0H@)B-X03`[/"]P/@T* M(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I%.B`Q M,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!-05)'24XM5$]0 M.B`P<'0G(&%L:6=N/3-$8V5N=&5R/CQB/E!%3DY934%#($U/4E1'04=%($E. M5D535$U%3E0@5%)54U0\+V(^/"]P/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU" M3U143TTZ(#!P=#L@1D].5"U325I%.B`Q,'!T.R!&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.R!-05)'24XM5$]0.B`P<'0G(&%L:6=N/3-$8V5N=&5R M/CQB/D-/3D1%3E-%1"!35$%414U%3E13($]&($-!4T@@1DQ/5U,\+V(^/"]P M/@T*(#QP('-T>6QE/3-$)TU!4D=)3BU"3U143TTZ(#!P=#L@1D].5"U325I% M.B`Q,G!T.R!-05)'24XM5$]0.B`P<'0G/@T*("8C>$$P.SPO<#X-"B`\=&%B M;&4@6QE/3-$)T9/3E0M4TE:13H@.'!T M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N)SX-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B`C,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X] M,T0R(&%L:6=N/3-$8V5N=&5R/CQB/C(P,30\+V(^/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C M,#`P,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R M(&%L:6=N/3-$8V5N=&5R/CQB/C(P,3,\+V(^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B`C,#`P M,#`P(#%P="!S;VQI9"<@=F%L:6=N/3-$8F]T=&]M(&-O;'-P86X],T0R(&%L M:6=N/3-$8V5N=&5R/CQB/C(P,3(\+V(^/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!C;VQS<&%N/3-$,3`@86QI9VX],T1C96YT97(^/&(^*&EN#0H@=&AO M=7-A;F1S*3PO8CX\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T M9#X-"B`\+W1R/@T*(#QT6QE/3-$)T9/3E0M4TE:13H@,3!P M=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO0T*(&]P97)A=&EN9R!A8W1I=FET:65S.CPO<#X-"B`\+W1D/@T* M(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X- M"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4 M:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/C$P-SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI M9VX],T1R:6=H=#XH,38\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W M$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C,X+#DW M-CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^ M)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX] M,T1R:6=H=#XH,3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO6%B;&4@86YD(&%C8W)U960@;&EA8FEL:71I97,\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH.#,W/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XI)B-X03`[/"]T M9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XH,BPU.#(\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C4R-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!A;&EG;CTS1')I9VAT/B@V-3(\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@Q+#$V.3PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.R8C M>$$P.SPO=&0^#0H@/"]T6QE/3-$)T9/ M3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M34%21TE.+4Q%1E0Z(#-E;3L@5$585"U)3D1%3E0Z("TQ96TG/@T*("A$96-R M96%S92D@:6YC$$P.R8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH-#`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG M;CTS1')I9VAT/C,Q-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XH M,BPT-S(\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;B<^#0H@ M/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-)6D4Z(#$P M<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C4Y/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO M=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^ M#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C8W/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF M(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C$T-2PU-3`\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M(&%L:6=N/3-$6QE/3-$ M)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;B<^#0H@/'1D('9A;&EG;CTS1'1O<#X-"B`\<"!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0[($9/3E0M1D%-24Q9.B!4:6UE$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/C@S-#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N M;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT M9"!V86QI9VX],T1B;W1T;VT@86QI9VX],T1R:6=H=#XR+#`U.3PO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X M03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@86QI9VX],T1R:6=H=#XX+#$T.#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT"<^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[ M)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE/3-$ M)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^#0H@ M/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P M/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS M1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[/"]P/@T* M(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#PO='(^#0H@/'1R('-T>6QE M/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;B<@8F=C;VQO$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/B@V-3$$P.SPO M=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I9VAT/C(V,2PU M.34\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D M/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!A;&EG;CTS1')I M9VAT/B@Q+#`W,#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R87`] M,T1N;W=R87`^*28C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;2!A;&EG;CTS1')I9VAT/B@Y-"PX,C(\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT@;F]W6QE/3-$)T9/3E0M4TE:13H@,7!X)SX-"B`\=&0@=F%L M:6=N/3-$8F]T=&]M/CPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3XF(WA! M,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO M<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^#0H@/'`@$$P.SPO<#X- M"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T M>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\ M+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M/@T*(#QP('-T>6QE M/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED)SXF(WA!,#L\+W`^ M#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S M='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`[ M/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL M93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^)B-X03`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`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M(&%L:6=N/3-$"<^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$ M8F]T=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X M('-O;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\ M=&0@=F%L:6=N/3-$8F]T=&]M/B8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P M>"!S;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S M;VQI9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T* M(#PO='(^#0H@/'1R('-T>6QE/3-$)T9/3E0M4TE:13H@,3!P=#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;B<@8F=C;VQO#(P,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@ M=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X-"B`\=&0@=F%L:6=N M/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D M('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@ M;F]W$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;2!N;W=R87`],T1N;W=R87`@86QI9VX],T1R:6=H=#X-"B`F(W@R,#$T M.R8C>$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;2!N;W=R M87`],T1N;W=R87`^)B-X03`[)B-X03`[/"]T9#X-"B`\+W1R/@T*(#QT#(P,30[)B-X03`[)B-X03`[ M/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF M(WA!,#LF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^/"]T9#X- M"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO=W)A<#TS1&YO=W)A<#XF(WA!,#L\ M+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P.R8C>$$P M.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O M;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI M9"<^)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D('9A;&EG;CTS1&)O='1O;3X- M"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9"<^ M)B-X03`[/"]P/@T*(#PO=&0^#0H@/'1D/B8C>$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3XF(WA!,#L\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT^#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT^ M#0H@/'`@$$P.SPO<#X-"B`\+W1D/@T*(#QT9#XF(WA!,#L\+W1D/@T*(#QT9"!V M86QI9VX],T1B;W1T;VT^)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T M=&]M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O M;&ED)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M M/@T*(#QP('-T>6QE/3-$)T)/4D1%4BU43U`Z(",P,#`P,#`@,7!X('-O;&ED M)SXF(WA!,#L\+W`^#0H@/"]T9#X-"B`\=&0^)B-X03`[/"]T9#X-"B`\+W1R M/@T*(#QT$$P.R8C>$$P.SPO=&0^#0H@ M/'1D('9A;&EG;CTS1&)O='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T M;VT@;F]W$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS1&)O M='1O;3X\+W1D/@T*(#QT9"!V86QI9VX],T1B;W1T;VT@;F]W$$P M.R8C>$$P.SPO=&0^#0H@/"]T$$P.R8C>$$P.SPO=&0^#0H@/'1D('9A;&EG;CTS M1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P(#-P M>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX],T1B M;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A;&EG M;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P,#`P M(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI9VX] M,T1B;W1T;VT^#0H@/'`@$$P.SPO=&0^#0H@/'1D('9A M;&EG;CTS1&)O='1O;3X-"B`\<"!S='EL93TS1"="3U)$15(M5$]0.B`C,#`P M,#`P(#-P>"!D;W5B;&4G/B8C>$$P.SPO<#X-"B`\+W1D/@T*(#QT9"!V86QI M9VX],T1B;W1T;VT^#0H@/'`@#(P,30[(&1I=FED96YD#(P M,30[)B-X03`[)B-X03`[/"]T9#X-"B`\=&0@=F%L:6=N/3-$8F]T=&]M(&YO M=W)A<#TS1&YO=W)A<#XF(WA!,#LF(WA!,#L\+W1D/@T*(#PO='(^#0H@/"]T M86)L93X-"B`\+V1I=CX\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQAF%T:6]N(&%N9"!"87-I3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%? M83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@ M8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$6UE;G1S(&]F(&UO6UE;G1S(&]F(&)O7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA7,\ M'0^36]R92!T:&%N(#0N-24\&5D+7)A M=&4@;6]R=&=A9V4@;&]A;G,L($UA>&EM=6T\+W1D/@T*("`@("`@("`\=&0@ M8VQA'0^5&AE($-O;7!A;GD@:&%S(&ED96YT:69I960@ M='=O(&-L87-S97,@;V8@35-22!M;W)T9V%G92!L;V%N&5D+7)A=&4@;6]R=&=A9V4@;&]A;G,\+W1D/@T*("`@("`@ M("`\=&0@8VQA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q M,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$2!A;F0@:7,@97%U M86P@=&\@*&$I(#$P)2`@;V8@=&AE(&%M;W5N="!B>2!W:&EC:"!N970@:6YC M;VUE(&9O&-E961S("AI*2!A;B`X)2!R971U2!P;'5S('1H92!H:6=H('=A=&5R;6%R:RP@=7`@=&\@*&EI M*2!A(#$R)2!R971U3L@<&QU'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^5&AE("!T97)M:6YA=&EO;B!F964@:7,@ M97%U86P@=&\@=&AR964@=&EM97,@=&AE('-U;2!O9B`H82D@=&AE(&%V97)A M9V4@86YN=6%L(&)A2`@4$9322P@:6X@96%C:"!C87-E(&1U&EM=6T@6TUE;6)E2=S(&-O;6UO;B!S:&%R97,\+W1D/@T*("`@("`@("`\=&0@8VQA2!;365M8F5R73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$2!;365M8F5R72!\($UA>&EM=6T@6TUE M;6)E2!L:6UI=#PO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S2!;365M8F5R73PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!;365M8F5R72!\($UI M;FEM=6T@6TUE;6)E2!L:6UI=#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M&-E961S(#$P)2!; M365M8F5R72!\($UA>&EM=6T@6TUE;6)E&-E961S(#$U)2!;365M8F5R73PO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3PO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$&-E961S(#(P)2!;365M8F5R73PO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM M/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T M860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S M9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R2!O9B!- M86YA9V5M96YT($9E92!%>'!E;G-E(&%N9"!296QA=&5D($QI86)I;&ET>2`H M1&5T86EL*2`H55-$("0I/&)R/DEN(%1H;W5S86YD'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA'!I'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&5D+5)A=&4@36]R M=&=A9V4@3&]A;G,@6TUE;6)E'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$&EM=6T@6TUE M;6)E7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!4'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!03%,\+W1D/@T*("`@("`@("`\ M=&0@8VQA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M2!03%,\+W1D/@T* M("`@("`@("`\=&0@8VQA2!4'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!03%,\+W1D/@T*("`@("`@("`\=&0@8VQA2UB87-E9"!;365M8F5R73PO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$2!03%,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$2!03%,\ M+W1D/@T*("`@("`@("`\=&0@8VQA'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^1F5B(#$L#0H)"3(P,3<\2!D871E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#Y&96(@,2P-"@D),C`Q-SQS<&%N/CPO'0^ M,3@M;6]N=&@\2!D871E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$=&5X=#Y&96(@,2P-"@D),C`Q-SQS<&%N/CPO'0^,3@M;6]N=&@\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2`H1&5T86EL*2`H55-$("0I/&)R/DEN(%1H M;W5S86YD2!4'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R M8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D M8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA&-EF5D/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD M(#D\7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S6UE;G1S(&]F(&-O;G1I;F=E;G0@=6YD97)W'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^070@82!R871E M(&]F("0R,"!O9B`@<&%Y;65N=',@9F]R(&5V97)Y("0Q,#`@;V8@<&5R9F]R M;6%N8V4@:6YC96YT:79E(&9E97,@96%R;F5D(&)Y(%!#32X\6%B;&4\+W1D/@T*("`@("`@("`\=&0@ M8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&EM=6T@ M6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R M8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D M8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R2!O9B!!;6]U;G1S($1U92!T;R!!9F9I;&EA=&5S("A$971A:6PI("A54T0@ M)"D\8G(^26X@5&AO=7-A;F1S+"!U;FQE'!E;G-E3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T M8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E M-&%D+U=O'0O:'1M;#L@8VAA2!O9B!"87-I8R!A;F0@1&EL=71E9"!%87)N:6YG'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!O9B!#87-H M($9L;W=S(&)E='=E96X@0V]M<&%N>2!A;F0@5')A;G-F97)E97,@:6X@5')A M;G-F97)S($%C8V]U;G1E9"!F;W(@4V%L97,@*$1E=&%I;"D@*%531"`D*3QB M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!O9B!/9F9S971T:6YG(&]F($1E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$F5D(&%SF5D(&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$F5D(&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U M.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O M'0O:'1M M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!"86YK+"!.+D$N(%M-96UB97)=/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$=&5X=#X\'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C M,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V M,#=E-&%D+U=O'0O:'1M;#L@8VAAF5D(&QI86)I;&ET:65S/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD(#(L-S4W+#4T-#QS<&%N/CPO M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!S;VQD('5N9&5R(&%G'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A2!O9B!$97)I M=F%T:79E($QI86)I;&ET:65S+"!&:6YA;F-I86P@3&EA8FEL:71I97,@86YD M($-O;&QA=&5R86P@2&5L9"!B>2!#;W5N=&5R<&%R='D@*$1E=&%I;"D@*%53 M1"`D*3QB'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!O9B!&:6YA;F-I86P@4W1A=&5M96YT($ET96US($UE87-U'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$2!A="!F86ER('9A M;'5E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XP/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!F M=71U'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$2!A="!F86ER('9A;'5E/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$;G5M<#XP/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!O9B!#:&%N9V5S(&EN($ET96US($UE87-U'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$2!S;VQD('5N9&5R(&%G'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%SF5D(&1U65A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G1S(&%N9"!S86QE'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G1S(&%N9"!S86QE'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G1S/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#X\6UE;G1S(&%N9"!S86QE'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G1S(&%N9"!S86QE'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%SF5D(&1U'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q M961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C M871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E M,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!O9B!-;W)T9V%G92!,;V%N7,@9&5L:6YQ=65N=#PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$7,@9&5L:6YQ=65N=#PO M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$2!D87ES(&]R(&QE7,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$7,@9&5L:6YQ=65N=#PO M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA2!O9B!#:&%N M9V5S(&EN($9A:7(@5F%L=64@26YC;'5D960@:6X@0W5R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&-E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D M7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I M;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D M+U=O7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%SF5D(&-O'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$F5D(&-O'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:'1M;#L@8VAA2!);G!U=',@57-E9"!I;B!686QU871I M;VX@;V8@36]R=&=A9V4@3&]A;G,@86YD($UO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G0@ M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$"!C:&%N9V4\+W1D/@T*("`@("`@("`\=&0@8VQA M6UE;G0@6UE;G0@'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S6UE;G0@&EM=6T@6TUE;6)E&EM=6T@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$"!C:&%N9V4\+W1D M/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6EN9R!M;W)T9V%G92!L;V%N'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$65A'0^,3`@;6]N=&AS(#(T(&1A M>7,\'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G0@ M65A7,\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$6UE;G0@'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6EN9R!M;W)T9V%G92!L;V%N'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^-2!Y96%R'0^-B!Y96%R6UE;G0@'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T M-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A2!O9B!+97D@56YO8G-E&EM=6T@6TUE;6)E M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D M7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I M;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D M+U=O7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$F5D/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M M<#XT-RPV.3,\F5D(&-OF5D(&-O'0^,2!Y96%R(#$@;6]N=&@@ M-B!D87ES/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^,2!Y96%R(#,@;6]N=&AS(#$X(&1A>7,\7,\65A7,\7,\7,\F5D(&-OF5D(&-O'0^-R!Y M96%R'0^-R!Y96%R'0^ M-R!Y96%RF5D(&-OF5D(&-O'0^ M-R!Y96%R'0^-R!Y96%R'0^-R!Y96%R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$65A65A65AF5D(&-OF5D(&-O'0^-R!Y96%R65A7,\6UE;G0@3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%? M83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA2!O9B!+97D@07-S=6UP=&EO;G,@57-E9"!I;B!686QU871I;VX@;V8@35-2 MF5D M(&-O'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$F5D($-O'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$F5D($-O'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^,2!Y96%R(#D@;6]N=&AS(#$X(&1A M>7,\F5D(&-O6UE;G0@'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$65A'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$65A65A MF5D(&-O6UE M;G0@F5D(&-O'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^-R!Y96%R'0^-R!Y96%R'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$F5D(&-O'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$65A65AF5D(&-O M6UE;G0@'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M7,\7,\'1087)T7V4P M,C%E9&,Q7S1B,V1?-#4X,5]A,3`P7V$R93)B-C`W931A9`T*0V]N=&5N="U, M;V-A=&EO;CH@9FEL93HO+R]#.B]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A M,F4R8C8P-V4T860O5V]R:W-H965T'0O:'1M;#L@8VAA'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$4UA8R!,;V%N(%-E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B M;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E M,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!? M83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q M961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C M871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E M,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA M'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'!I'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!&=71U'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!I'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA2!O9B!$:7-T2=S($UO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$2!W:&]S92!S=&]C:R!I&5D(&EN=&5R97-T(')A=&4@:G5M8F\@;&]A;G,@:&5L9"!I M;B!A(%9)12!;365M8F5R73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$6)R:60@6TUE;6)E3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P M-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%? M-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M2UV86QU92!I;B!E>&-E'0^3F5W(%EO2!&;&]R:61A/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^3F5W(%EO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$3X-"CPO:'1M M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P M,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO M93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H M87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U% M5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O M:'1M;#L@8VAA3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U M.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O M7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA2!O M9B!$:7-T2=S($UO&5D(%M-96UB97)=/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\6)R:60@6TUE;6)E3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T M-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A2!O9B!#97)T86EN($-O;F-E;G1R871I M;VYS(&]F($-R961I="!2:7-K(&EN(%!O'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^3F5W($IE2!787-H:6YG=&]N($YE=R!9;W)K($UA'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@ M(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C M,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V M,#=E-&%D+U=O7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T M8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E M-&%D+U=O7!E.B!T M97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE M860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT M96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'0O:'1M M;#L@8VAA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T M8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E M-&%D+U=O7!E.B!T M97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE M860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT M96YT/3-$)W1E>'0O:'1M;#L@8VAAF5D($-O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C M,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V M,#=E-&%D+U=O7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q M,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2P@0V]M;6ET=&5D/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XV-3(L,S8P/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S2P@56YC;VUM:71T M960\+W1D/@T*("`@("`@("`\=&0@8VQA'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQAF%T:6]N(&]F(&-O;6UI=&UE;G0@9F5E'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$65A7,\ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$2!O9B!R97!U'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$7,@=&\@,3@P(&1A>7,@ M6TUE;6)E'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M65A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$2!O9B!R97!U'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!M871U3PO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^1F5B(#$L#0H)"3(P,34\2!M871U3PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M4V5P(#'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!O9B!-;W)T9V%G92!,;V%N(%!A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$&EM=6T@9&%I;'D@ M86UO=6YT(&]U='-T86YD:6YG/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XQ,38L,S8S/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0O:'1M;#L@8VAAF%T:6]N M(&]F(&-O;6UI=&UE;G0@9F5E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XD(#(V-CQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!A="!&86ER(%9A;'5E("T@4W5M;6%R>2!O9B!&:6YA;F-I M86P@26YF;W)M871I;VX@4F5L871I;F<@=&\@07-S970M0F%C:V5D(%-E8W5R M960@1FEN86YC:6YG(&]F(%9A2`H1&5T M86EL*2`H55-$("0I/&)R/DEN(%1H;W5S86YD'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$65A'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA M&-H86YG96%B;&4@4V5N:6]R($YO=&5S("T@061D:71I;VYA;"!) M;F9O&-H86YG96%B;&4@'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&-H86YG960@<&5R(&YO=&5S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XS,RXU,30Y/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T M-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X- M"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A M,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R M,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA&-H86YG96%B;&4@4V5N:6]R($YO=&5S("T@4W5M;6%R>2!O9B!& M:6YA;F-I86P@26YF;W)M871I;VX@4F5L871I;F<@=&\@3F]T97,@*%!A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q M,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!O M9B!&:6YA;F-I86P@26YF;W)M871I;VX@4F5L871I;F<@=&\@0F]R'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%? M83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA2!F;W(@3&]S2=S($QI86)I;&ET>2!F;W(@3&]S3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q M,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P M-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%? M-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!U;F1E2!;3&EN92!)=&5M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!U;F1E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$&EM=6T@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$6%B;&4@:6X@82`Q,BUM;VYT M:"!P97)I;V0\+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S2!D871E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#X\2!;3&EN92!)=&5M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P M-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%? M-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M2!O9B!.970@1V%I;B!O;B!-;W)T9V%G92!,;V%N'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0O:'1M;#L@8VAA M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$&-E'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R2!D96)T('-E8W5R:71Y/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$;G5M<#XP/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S&-E3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E M,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!? M83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'!E8W1E9"!T M;R!V97-T/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XR."!M;VYT M:',\65A2=S('-H87)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!3:&%R92UB87-E9"!087EM96YT($%W M87)D(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^-"!Y96%R'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$65A65AF5D M(&-O;7!E;G-A=&EO;B!C;W-T/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XD(#'0O:'1M;#L@8VAA'!E;G-E(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E;G-E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E;G-E(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E;G-E'!E M;G-E(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'!E;G-E'!E;G-E(%M, M:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'!E;G-E3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D M7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I M;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D M+U=O7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA"!#:&%R86-T97)I>F%T:6]N(&]F($1I'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R&5S("T@4W5M;6%R>2!O9B!#;VUP86YY)W,@26YC;VUE M(%1A>"!%>'!E;G-E("A"96YE9FET*2`H1&5T86EL*2`H55-$("0I/&)R/DEN M(%1H;W5S86YD'!E;G-E/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$;G5M/B@Q-2PU,S8I/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S&5S/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$;G5M/B0@*#$U+#`X,"D\3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q M,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA"!$ M:7-C;&]S=7)E(%M!8G-T"!R871E+"!!;6]U;G0\+W1D/@T*("`@("`@("`\ M=&0@8VQA&5S+"!N970@;V8@9F5D97)A;"!B96YE9FET M+"!!;6]U;G0\+W1D/@T*("`@("`@("`\=&0@8VQA"!E>'!E;G-E(&%T('-T871U=&]R>2!T M87@@&%B;&4@4D5) M5"!I;F-O;64L(%)A=&4\+W1D/@T*("`@("`@("`\=&0@8VQA&5S+"!N M970@;V8@9F5D97)A;"!B96YE9FET+"!2871E/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$;G5M/B@Q+CDP)2D\3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U M.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O M7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA2!F;W(@;&]S'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R&5S("T@0V]M<&]N96YT"!$:7-C;&]S M=7)E(%M!8G-T3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT M4&%R=%]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O M;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q M7V$Q,#!?83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA"!!'0O:'1M M;#L@8VAA"!$:7-C M;&]S=7)E(%M!8G-T65A'0^,C`S-#QS<&%N/CPO'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'1087)T7V4P,C%E9&,Q7S1B M,V1?-#4X,5]A,3`P7V$R93)B-C`W931A9`T*0V]N=&5N="U,;V-A=&EO;CH@ M9FEL93HO+R]#.B]E,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T M860O5V]R:W-H965T'0O:'1M;#L@8VAA2!/<&5R871I;F<@ M4V5G;65N="`H1&5T86EL*2`H55-$("0I/&)R/DEN(%1H;W5S86YD'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S2!0 M96YN>4UA8R!&:6YA;F-I86P@4V5R=FEC97,L($EN8RX\+W1D/@T*("`@("`@ M("`\=&0@8VQA'!E;G-E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S&5S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#X\'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'!E;G-E'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'!E;G-E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S&5S/"]T9#X-"B`@("`@("`@/'1D(&-L M87-S/3-$=&5X=#X\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!&:6YA;F-I86P@ M1&%T82`H1&5T86EL*2`H55-$("0I/&)R/DEN(%1H;W5S86YD2!&:6YA;F-I M86P@26YF;W)M871I;VX@1&ES8VQO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&-H86YG96%B M;&4@'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^ M#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q M961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C M871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E M,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%B;&4\+W1D/@T*("`@ M("`@("`\=&0@8VQA'0O:'1M;#L@8VAA2!.970@5V]R=&@@ M+2!!9&1I=&EO;F%L($EN9F]R;6%T:6]N("A$971A:6PI("A54T0@)"D\8G(^ M26X@36EL;&EO;G,L('5N;&5S2!#87!I=&%L(%)E<75I'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0O:'1M M;#L@8VAA'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!);F9O'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$6%B;&4@86YD(&%C8W)U960@ M;&EA8FEL:71I97,\+W1D/@T*("`@("`@("`\=&0@8VQA&5S('!A>6%B;&4\+W1D/@T*("`@("`@ M("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$6%B;&4@86YD(&%C8W)U960@;&EA8FEL:71I97,\+W1D/@T* M("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$&5S('!A>6%B M;&4\+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B M;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E M,#(Q961C,5\T8C-D7S0U.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!? M83)E,F(V,#=E-&%D+U=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S2!I;B!U;F1I'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S2!I;G1E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'!E;G-E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S&5S(&%N9"!E<75I='D@:6X@=6YD:7-T2!I;B!U;F1I'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]E,#(Q961C,5\T8C-D7S0U M.#%?83$P,%]A,F4R8C8P-V4T860-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO93`R,65D8S%?-&(S9%\T-3@Q7V$Q,#!?83)E,F(V,#=E-&%D+U=O M7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$6%B;&4@86YD(&%C8W)U960@;&EA8FEL:71I97,\+W1D/@T* M("`@("`@("`\=&0@8VQA2!O<&5R871I M;F<@86-T:79I=&EE6UE;G0@;V8@8V]M;6]N('-H87)E('5N9&5R=W)I=&EN9R!A;F0@ M;V9F97)I;F<@8V]S=',\+W1D/@T*("`@("`@("`\=&0@8VQA6UE;G0@;V8@9&EV:61E;F1S/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M/B@Q-S0L-#,S*3QS<&%N/CPO M2!F:6YA;F-I M;F<@86-T:79I=&EE'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S7!E.B!T M97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\>&UL('AM;&YS.F\] M,T0B=7)N.G-C:&5M87,M;6EC'1087)T7V4P,C%E9&,Q7S1B,V1?-#4X,5]A,3`P7V$R ..93)B-C`W931A9"TM#0H` ` end XML 76 R136.htm IDEA: XBRL DOCUMENT v2.4.1.9
Exchangeable Senior Notes - Additional Information (Detail) (Exchange Senior Notes due May 1, 2020 [Member], USD $)
12 Months Ended
Dec. 31, 2014
Debt Instrument [Line Items]  
Issuance of debt through private offering $ 250,000,000us-gaap_LongTermDebt
Percentage of interest on debt 5.375%us-gaap_DebtInstrumentInterestRateStatedPercentage
Number of shares exchanged per notes 33.6699pmt_NumberOfSharesExchanged
Principal amount of the notes $ 1,000pmt_ExchangeableSeniorNotesPerNotePrincipalAmount
Increased in cash dividend $ 0.57pmt_IncreaseInQuarterlyCashDividendInCommonStock
Maturity date of debt instrument May 01, 2020
Initial exchangeable rate [Member]  
Debt Instrument [Line Items]  
Number of shares exchanged per notes 33.5149pmt_NumberOfSharesExchanged
/ us-gaap_DebtInstrumentAxis
= pmt_ExchangeableSeniorNotesDueTwoThousandAndTwentyMember
/ us-gaap_VariableRateAxis
= pmt_InitialExchangeableRateMember

XML 77 R43.htm IDEA: XBRL DOCUMENT v2.4.1.9
Recently Issued Accounting Pronouncements
12 Months Ended
Dec. 31, 2014
Accounting Changes and Error Corrections [Abstract]  
Recently Issued Accounting Pronouncements

Note 36—Recently Issued Accounting Pronouncements

In January of 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-04, Receivables: Troubled Debt Restructuring by Creditors Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (“ASU 2014-04”) to the Troubled Debt Restructuring subtopic of the Receivables topic of the ASC.

ASU 2014-04 clarifies when a creditor should be considered to have received physical possession of residential real estate collateralizing a mortgage loan and the mortgage loan derecognized in the receivable and recognized as real estate property. ASU 2014-04 specifies that an in substance repossession occurs when either the creditor has obtained the legal title to the property after a foreclosure or the borrower has transferred all interest in the property to the creditor through a deed in lieu of foreclosure or similar legal agreement so that at that time the asset should be reclassified from Mortgage loans at fair value to Real estate acquired in settlement of loans.

ASU 2014-04 also provides that a disclosure of the amount of Real estate acquired in settlement of loans and the recorded investment in Mortgage loans at fair value that are in the process of foreclosure must be included in both interim and annual financial statements.

 

ASU 2014-04 is effective for all year-end and interim periods beginning after December 15, 2014. The adoption of ASU 2014-04 is not expected to have a material effect on the Company’s consolidated financial statements.

In May of 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) to the Revenue from Contracts with Customers topic of the ASC. ASU 2014-09 was issued to standardize revenue recognition between public and private companies as well as across industries in an effort to more closely align GAAP revenue recognition with international standards to provide a more comparable revenue number for the users of the financial statements.

ASU 2014-09 specifies that for all contracts, revenue should be recognized when or as the entity satisfies a performance obligation. Revenue is recognized either over a period or at one point in time in accordance with how the control of the service or good is transferred.

ASU 2014-09 is effective for all year-end and interim periods beginning after December 15, 2016 and early application is not permitted. The Company is evaluating the adoption of ASU 2014-09 and the effect that ASU 2014-09 will have on its consolidated financial statements.

In June of 2014, FASB issued ASU No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”) to the Transfers and Servicing topic of the ASC. The amendments in ASU 2014-11 require two accounting changes. First, the amendments in ASU 2014-11 change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. Second, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.

ASU 2014-11 requires disclosures for certain transactions comprising (1) a transfer of a financial asset accounted for as a sale and (2) an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. ASU 2014-11 also specifies certain disclosure requirements for those transactions outstanding at the reporting date and for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions, the transferor is required to make certain disclosures by type of transaction.

ASU 2014-11 is effective for the annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of ASU 2014-11 is not expected to have a material effect on the Company’s consolidated financial statements.

In August of 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) to the Going Concern subtopic of the Presentation of Financial Statements topic of the ASC. ASU 2014-15 requires that when management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt.

ASU 2014-15 requires that if conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should include a statement in the notes to its financial statements that enables users of the financial statements to understand all of the following:

 

  a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

 

  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

 

  c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the notes to its financial statements indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). The entity should disclose information that enables users of the financial statements to understand all of the following:

 

  a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

 

  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

 

  c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the Company’s consolidated financial statements.

XML 78 R29.htm IDEA: XBRL DOCUMENT v2.4.1.9
Liability for Losses Under Representations and Warranties
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Liability for Losses Under Representations and Warranties

Note 22—Liability for Losses Under Representations and Warranties

Following is a summary of the Company’s liability for losses under representations and warranties:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance, beginning of year

   $ 10,110       $ 4,441       $ 205   

Provision for losses

     4,255         5,669         4,236   

Losses charged

     (123      —           —     
  

 

 

    

 

 

    

 

 

 

Balance, end of year

$ 14,242    $ 10,110    $ 4,441   
  

 

 

    

 

 

    

 

 

 

Unpaid principal balance of mortgage loans subject to representations and warranties at period end

$ 34,673,414    $ 25,652,972    $ 12,168,454   
  

 

 

    

 

 

    

 

 

 
XML 79 R28.htm IDEA: XBRL DOCUMENT v2.4.1.9
Borrowings under Forward Purchase Agreements
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Borrowings under Forward Purchase Agreements

Note 21—Borrowings under Forward Purchase Agreements

Following is a summary of financial information relating to borrowings under forward purchase agreements:

 

     Year ended December 31,  
     2014     2013     2012  
     (dollars in thousands)  

During the year:

      

Weighted-average effective interest rate

     2.84     2.94     4.01

Weighted-average balance

   $ 82,056      $ 124,394      $ 58,719   

Interest expense

   $ 2,364      $ 3,707      $ 2,396   

Maximum daily amount outstanding

   $ 226,848      $ 244,047      $ 152,428   

At year end:

      

Balance

   $ —        $ 226,580      $ —     

Interest rate

     0.00     3.02     0.00

Fair value of underlying loans and REO

   $ —        $ 226,833      $ —     
XML 80 R100.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Mortgage Loans on Real Estate [Line Items]    
Initial interest rates More than 4.5%  
Interest rate 4.50%pmt_MortgageServicingRightsFairValueOptionThresholdLoanInterestRate  
Mortgage loans description Note interest rate pools of 50 basis points  
Basis point for mortgage loan 0.50%pmt_BasisPointForMortgageLoan  
Fair value of notes $ 239.0us-gaap_NotesReceivableFairValueDisclosure $ 238.4us-gaap_NotesReceivableFairValueDisclosure
Minimum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Fixed-rate mortgage loans 3.00%pmt_FixedRateMortgageLoans
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
 
Maximum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Fixed-rate mortgage loans 4.50%pmt_FixedRateMortgageLoans
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
 
XML 81 R56.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans Under Forward Purchase Agreements at Fair Value (Tables) (Forward Purchasers [Member])
12 Months Ended
Dec. 31, 2014
Forward Purchasers [Member]
 
Summary of Distribution of Company's Mortgage Loans under Forward Purchase Agreements at Fair Value

Following is a summary of the distribution of the Company’s mortgage loans under forward purchase agreements at fair value:

 

     December 31, 2014      December 31, 2013  

Loan type

   Fair
value
     Unpaid
principal
balance
     Fair
value
     Unpaid
principal
balance
 
     (in thousands)  

Nonperforming loans

   $ —         $ —         $ 177,841       $ 268,600   

Performing loans:

           

Fixed

     —           —           19,292         29,496   

ARM/hybrid

     —           —           19,510         31,933   

Interest rate step-up

     —           —           1,485         2,455   
  

 

 

    

 

 

    

 

 

    

 

 

 
  —        —        40,287      63,884   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ —      $ —      $ 218,128    $ 332,484   
  

 

 

    

 

 

    

 

 

    

 

 

 
Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value

Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans under forward purchase agreements at fair value:

 

     December 31,      December 31,  
     2014      2013  

Portion of mortgage loans originated between 2005 and 2007

             —           72

Percentage of mortgage loans secured by California real estate

     —           25

Additional states contributing 5% or more of mortgage loans

        New Jersey   
        Washington   
        New York   
        Maryland   
XML 82 R44.htm IDEA: XBRL DOCUMENT v2.4.1.9
Parent Company Information
12 Months Ended
Dec. 31, 2014
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
Parent Company Information

Note 37—Parent Company Information

The Company’s debt financing agreements require PMT and certain of its subsidiaries to comply with financial covenants that include a minimum tangible net worth for the Company of $860 million; a minimum tangible net worth for the Company’s subsidiaries including the Operating Partnership of $700 million (net worth was $1.6 billion, which includes PMH and PMC); a minimum tangible net worth for PMH of $250 million (net worth was $836 million); and a minimum tangible net worth for PMC of $150 million (net worth was $332 million). The Company’s subsidiaries are limited from transferring funds to the Parent by these minimum tangible net worth requirements.

PENNYMAC MORTGAGE INVESTMENT TRUST

CONDENSED BALANCE SHEETS

 

     December 31,  
     2014      2013  
     (in thousands)  
Assets      

Short-term investment

   $ 506       $ 1,340   

Investments in subsidiaries

     1,637,927         1,527,213   

Receivables from subsidiaries

     261         16   

Other assets

     522         521   
  

 

 

    

 

 

 

Total assets

$ 1,639,216    $ 1,529,090   
  

 

 

    

 

 

 
Liabilities

Dividends payable

$ 45,482    $ 41,570   

Accounts payable and accrued liabilities

  2,988      3,825   

Due to affiliates

  1,548      1,788   

Payables to subsidiaries

  338      378   

Income taxes payable

  126      67   
  

 

 

    

 

 

 

Total liabilities

  50,482      47,628   
  

 

 

    

 

 

 
Shareholders’ equity   1,588,734      1,481,462   
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

$ 1,639,216    $ 1,529,090   
  

 

 

    

 

 

 

 

PENNYMAC MORTGAGE INVESTMENT TRUST

CONDENSED STATEMENTS OF INCOME

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Income

        

Dividends from subsidiaries

   $ 174,192       $ 148,520       $ 107,135   

Interest

        

Intercompany

     15         20         2,256   

Other

     4         4         61   

Debt guarantee fees receivable from PennyMac Corp., LLC

     1,250         833         —     
  

 

 

    

 

 

    

 

 

 

Total income

  175,461      149,377      109,452   
  

 

 

    

 

 

    

 

 

 

Expenses

Intercompany interest

  26      39      167   

Other

  —        —        1,321   
  

 

 

    

 

 

    

 

 

 

Total expenses

  26      39      1,488   
  

 

 

    

 

 

    

 

 

 

Income before provision for income taxes and equity in undistributed earnings in subsidiaries

  175,435      149,338      107,964   

Provision for income taxes

  372      86      —     
  

 

 

    

 

 

    

 

 

 

Income before equity in undistributed earnings of subsidiaries

  175,063      149,252      107,964   

Equity in undistributed earnings of subsidiaries

  23,288      49,940      28,845   
  

 

 

    

 

 

    

 

 

 

Net income

$ 198,351    $ 199,192    $ 136,809   
  

 

 

    

 

 

    

 

 

 

 

PENNYMAC MORTGAGE INVESTMENT TRUST

CONDENSED STATEMENTS OF CASH FLOWS

 

     Year ended December 31,  
     2014     2013     2012  
     (in thousands)  

Cash flows from operating activities:

      

Net income

   $ 198,351      $ 199,192      $ 136,809   

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

      

Equity in undistributed earnings of subsidiaries

     (23,288     (49,940     (28,845

Decrease (increase) in receivables from subsidiaries

     107        (16     38,976   

(Increase) decrease in other assets

     (1     (316     943   

(Decrease) increase in accounts payable and accrued liabilities

     (837     (2,582     524   

(Decrease) increase in due to affiliates

     (652     (1,169     16   

(Decrease) increase payable to subsidiaries

     (40     314        (2,472

Increase in income taxes payable

     59        67        —     
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

  173,699      145,550      145,951   

Cash flows from investing activities:

Increase in investment in subsidiaries

  (89,618   (249,315   (666,101

Net decrease in short-term investments

  834      2,059      8,148   
  

 

 

   

 

 

   

 

 

 

Net cash used by investing activities

  (88,784   (247,256   (657,953

Cash flows from financing activities:

Proceeds from issuance of common shares

  90,588      261,595      608,184   

Payment of common share underwriting and offering costs

  (1,070   (12,321   (1,360

Payment of dividends

  (174,433   (147,568   (94,822
  

 

 

   

 

 

   

 

 

 

Net cash (used) provided by financing activities

  (84,915   101,706      512,002   
  

 

 

   

 

 

   

 

 

 

Net change in cash

  —        —        —     

Cash at beginning of period

  —        —        —     
  

 

 

   

 

 

   

 

 

 

Cash at end of period

$ —      $ —      $ —     
  

 

 

   

 

 

   

 

 

 

Non-cash financing activity — dividends payable

$ 45,894    $ 41,570    $ —     
XML 83 R30.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments and Contingencies
12 Months Ended
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 23—Commitments and Contingencies

Litigation

From time to time, the Company may be involved in various proceedings, claims and legal actions arising in the ordinary course of business. As of December 31, 2014, the Company was not involved in any such proceedings, claims or legal actions that in the Manager’s view would reasonably be likely to have a material adverse effect on the Company.

Mortgage Loan Commitments

The following table summarizes the Company’s outstanding contractual loan commitments:

 

     December 31, 2014  
     (in thousands)  

Commitments to purchase mortgage loans:

  

Mortgage loans acquired for sale at fair value

   $ 695,488   

Mortgage loans at fair value

   $ 310,160   
XML 84 R31.htm IDEA: XBRL DOCUMENT v2.4.1.9
Shareholders' Equity
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Shareholders' Equity

Note 24—Shareholders’ Equity

At December 31, 2014, the Company had approximately $106.9 million of common shares available for issuance under its ATM Equity Offering Sales AgreementSM. The Company sold a total of 3,817,611 of its common shares at a weighted average price of $23.73 per share, providing net proceeds to the Company of approximately $89.6 million, net of sales commissions of $970,000.

At December 31, 2013, the Company had approximately $197.5 million available for issuance under its ATM Equity Offering Sales AgreementSM. The Company did not sell any common shares under its ATM Equity OfferingSM Sales Agreement during year ended December 31, 2013.

On August 13, 2013, the Company issued and sold 11,300,000 common shares in an underwritten public offering and received $249.4 million of proceeds, after underwriting and estimated offering expenses. Proceeds from the issuance of these shares were used to fund the Company’s business and investment activities, including the acquisition of distressed mortgage loans and other investments; the funding of its correspondent production business, including the purchase of jumbo loans; the repayment of indebtedness; and for general corporate purposes.

As more fully described in Note 4—Transactions with Related Parties, on February 1, 2013, the Company entered into a Reimbursement Agreement, by and among the Company, the Operating Partnership and PCM. The Reimbursement Agreement provides that, to the extent the Company is required to pay PCM performance incentive fees under the management agreement, the Company will reimburse PCM for underwriting costs it paid on the offering date at a rate of $10 in reimbursement for every $100 of performance incentive fees earned. The reimbursement is subject to a maximum reimbursement in any particular 12-month period of $1.0 million, and the maximum amount that may be reimbursed under the agreement is $2.9 million. During the years ended December 31, 2014 and 2013, $651,000 and $944,000 was paid to PCM, respectively.

The Reimbursement Agreement also provides for the payment to the IPO underwriters of the amount that the Company agreed to pay to them at the time of the IPO if the Company satisfied certain performance measures over a specified period of time. As PCM earns performance incentive fees under the management agreement, the IPO underwriters will be paid at a rate of $20 of payments for every $100 of performance incentive fees earned by PCM. The payment to the underwriters is subject to a maximum reimbursement in any particular 12-month period of $2.0 million and the maximum amount that may be paid under the agreement is $5.9 million. During the year ended December 31, 2014 and 2013, $1.7 million and $1.9 million, respectively was paid to the underwriters. The Reimbursement Agreement expires on February 1, 2019.

XML 85 R8.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Basis of Presentation
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]  
Organization and Basis of Presentation

Note 1—Organization and Basis of Presentation

PennyMac Mortgage Investment Trust (“PMT” or the “Company”) was organized in Maryland on May 18, 2009, and commenced operations on August 4, 2009, when it completed its initial offerings of common shares of beneficial interest (“common shares”). The Company is a specialty finance company, which, through its subsidiaries (all of which are wholly-owned), invests primarily in residential mortgage loans and mortgage-related assets.

The Company operates in two segments: correspondent production and investment activities:

 

    The correspondent production segment represents the Company’s operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of mortgage-backed securities (“MBS”), using the services of PNMAC Capital Management (the “Manager or PCM”) and PennyMac Loan Services, LLC (“PLS” or the “Servicer”), both indirect subsidiaries of PennyMac Financial Services, Inc. (“PFSI”).

Most of the loans the Company has acquired in its correspondent production activities have been eligible for sale to government-sponsored entities such as the Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) or through government agencies such as the Government National Mortgage Association (“Ginnie Mae”). Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an “Agency” and, collectively, as the “Agencies.”

 

    The investment activities segment represents the Company’s investments in mortgage-related assets, which include distressed mortgage loans, real estate acquired in settlement of loans (“REO”), MBS, mortgage servicing rights (“MSRs”) and excess servicing spread (“ESS”). The Company seeks to maximize the value of its acquired distressed mortgage loans through proprietary loan modification programs, special servicing or other initiatives focused on keeping borrowers in their homes. Where this is not possible, such as in the case of many nonperforming mortgage loans, the Company seeks to effect property resolution in a timely, orderly and economically efficient manner, including through the use of resolution alternatives to foreclosure.

The Company believes that it qualifies, and has elected to be taxed, as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), beginning with its taxable period ended on December 31, 2009. To maintain its tax status as a REIT, the Company has to distribute at least 90% of its taxable income in the form of qualifying distributions to shareholders.

The Company conducts substantially all of its operations and makes substantially all of its investments through its subsidiary, PennyMac Operating Partnership, L.P. (the “Operating Partnership”), and the Operating Partnership’s subsidiaries. A wholly-owned subsidiary of the Company is the sole general partner, and the Company is the sole limited partner, of the Operating Partnership.

The accompanying consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (the “Codification”). Preparation of financial statements in compliance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results will likely differ from those estimates.

ZIP 86 0001193125-15-072564-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001193125-15-072564-xbrl.zip M4$L#!!0````(`$]C8D8\N;L)DDH$`*!I1P`0`!P`<&UT+3(P,30Q,C,Q+GAM M;%54"0`#19WT5$6=]%1U>`L``00E#@``!#D!``#L75ESV\AV?D]5_@.CAU12 M%4B]+RK;M[!QXLK85!`)2\A0@"X`VM+\^IP&N(`4)8);"[+C!]L2 MUN_KT^><[Z"7-W^[OQWUOL5YD63IVR-\C(YZ<3K(ADEZ_?9H7#A1,4B2HUY1 M1NDP&F5I_/;H(2Z._O;NG__IS;\X3N_\O!=D:1J/1O%#[_=!/(KSJ(Q[[U-S MQ2"&@X/Q;9R6_]&[BHIXV,O2WN_>^:\] M9+9/N+O]=N=]GKBF)!CUCATGHW3X6E/-'[EYW%4PNF](;S':8\@S!U$ M'*(^(WK*]"G%_],\.[M[R)/KF[+W;X-_AY,1=^`*VCL_/C]N`/O7WD66%G#V M[5V4/O3N=Q$>??XN'QY*;W5_FH!YRFQ=NC!CSSZ^,LOSZ!1]"3 M9,+.47WFJ3DZ>N;\49+^:>B;G6]^L7#^=UJ=C;76)]71Z:E)D3&"Y7,O4Y\Q MNW>1K+HSG(I/?O_PZ\7@)KZ-G&4$8"G7470WN_)K5%Q5UTT.P/68.0@[%$\O M&<;S!U5O5,2#X^OLVPD<6''ZW6VY\%YW<9H^W$8#)X^3LC(97# M75RL?*GJR(K'F#<9EHLO-L'/3^J#"ZJZR=$5L./[PD43(H5E]1'5J! M*4F_Q46Y^IKZV`I$13)X@KADL.(9:7P-W7[XI+GKDSP;Q2>3TV97C6]77S$L M\Q-C*2=P1IPG@]D%X!G67Y.ESM)UXS)_YM7@Z!'XD%ZO\B*CTZ+J:^?QUU[5 MI4_-7=\>%?L_-X9)K@4Y2725SXE6F6;CK\F*6UG9:]09:6\7UY;MXWSD:7 MGT*%.&/"<>"]D?-?X)+8Y<7GX!)=&OZ00NP2XMIK)I[M\LM%<-0;QH/D M-AJ!S3K\J)>`B23#2TZYT%)=$NPRQHEV_*#O.HSPP%&!IQT1,A_Y//0U(Y<8 M;OZ.:&3^O#G9$$S-`+!^Z@$E'Z(TNHY-7.S'\<5-E,NHT+*'0[!U7==A;$0EPS>YY(=O>-H^N?-R29X7YXA^%MC>CB&N&$(@PWM MS)![:T+`>9S<7HWS(KH:+=K@P_Z8T8SB>_-[BO%670MNT%>H'SA!X&*'(:F@ M:[G(T8**?C]P/1Y@TWWAKT;O:@.R/1V?XOR/.,I?)2M@+QAMP,H$ZPO:BA:2 ML>WN/U`>$J'R*U9,7[F==F*#5;HS+=L:2OV M/"_0(^S%)K'(SJN(34L,$4U5&U^S)4/2,"3V$;W#^T%<%!=WH,.'[ZNTOKHR M2O*_1Z-QO"$Q'(BA%3$24ZD,,91R-.]8C$-'TRV($8^)08HK7TO'PZ9C]7W/ M44SW'>R*0+E!0/I*FHY%3.*'V0(O:U#.Z?B0Y>4UT/=K%J6%.S_C`BC\D@*+ M[G4>5^06IG/>C?/!#7"^.4U8K::),X'NL<`:JS;)\6.:!/9=HGWL2"D#AX$9 M.I[V39H<:,&AWX)WNL3&?E##?FJ:MD1?TS>,D],P+<'$_.SV-DLORFSP9V5_ MQ=FXK$I227J].5.$+LB$HKICDX3W'_N/6`@E0XQZV/$]UW=8B*2CN>LY7LBY M)[W`53*\I)?JZ)UD',-S])N3=@`6Q9&?@36!C`!G'<17F_L12G$K$40?(61: M>ZY4?1!!'G*8IRAT#%=#BR.7>C2@TJ6FG2&JR:-W#0FT],J+>"K,"_ZBDY"( MZ>*$$%:EH'-LCU]_$=ZO2725C!(C^T#OO1:P1H1HQH/IUZLF/['BP9_QD/@R"V*N*Q_ MNHA!ZM?<;1WM[!"SV'L/@'J1UNKLCIH(7=T1ZE=N9'U9GF??P5<75=#J9_GW M*!]^FD2K60SK)D9>-?<&,!IB::FAX^'$6M+K:2]ZZ+:M8S%#OQ&8.0<7-V#^ MG^/\=O=DU@YD0,P@RV&S).PY!'.<#;=X5M[$FRM@*\T)^9720N$9N.777B=$ M.@E+SXQT]4L_EA,7CA/"[&H[)8$!)GZ7DC+("?%PGZ<&0;"O&E%C+3AN(ZXFJ'$.7TQ!BQ(?05*\E MI`%E*4P7:S3U_'^S:`>I7/7):I#<125TQ@5;;!S)TJ8RJ(J*W>21`8\")#YO MU$#M<[-?02\H.C!QLA+TA,\J-[:$O0UHM;"'&*3PRPI[*V`AXE+&*%7LA82] M%6N%=(E@K0FBKT?8VR#F=0A[*R9"5W<$6\+>"D9NLDR&F)Q_K>F6P+?"0K<$ MO@W(@%A20H5M@6^E.4$Z8:J)0/84O@U<]A6^E=8R'Q)`N*!.*7P;R(W"5X)@ MLE[#=DWA6S$,H_"5E/@5*'PK?!B%KPGEZPM"KU;A6^'1*'PNN-+BQU'X^N#$ MB9=2^#:@50J?:28%?UF%;P4L1%Q&&+B2)S]J'UCA6[%6H_"E>0OQ>A2^#6), M+\82FG^!EJXJ?2NF0E=W"%M*WPI&H_2)5HT/:1U3^E98$-5X'H348NC?7/'_ M%AM-`OT`8A]TBC^2>#3<&3+D%W$3ZV.H/)2!]H/`\;4"J))0Q\4N=K@';BZD M5(4NJP=2@I-'QXCJ&N6JUSU0^<)&.T(S*GB0]?*%%1M5U=<&SK6]\H4-7"8> M*SXO-*XK8IAD06@G&FXNV M-%ZZ>Z4,&PU=C391T[#8]5*&%=.GJSNXK5*&%8P=73#"$OIZE`EI#&GO0@G# M!G2#'#'&J>T:AI5V556["F*QAF$#EXE>&IEY8+9K&%9:#5=2GBG6I1J&#>2F MAB&0T.BU33"Q9!AF+6XS]['[,TPL$5+-,*%,K!_/\6IK&%9X9&;H.<*2\Q^G MAG'X<1_DI6H8-J#5-0REI@7E%ZMA6`%K:AB@AQ5^;MO]\$Z5G=^86 MQ<>LBA#Q<&E>Z2]PZS*`/K-MQH+-9H)/M=;E79Q?/MYJ@SS>&BOT,:)]ZK@R MI`YCF#K*)]AQ?;_O@W_4@OOU=D=FI#4YYK(AR#M`FO5F_#B^O=HX`WO<5NVV M06G?.J:,8/:OLZWD\R*[3 MY"^C9B8Y5.WAO&A4[=-LCQ"/(4+`6!RI)7.8*P.P)14XM,]YX'*"06;7%B06 MEK/<&>.242R+>IW=CDT`!_@&$IXKQ MB[RC:!Z>C"27(G:R0 M<_1.(_`\2_-O]@Q]D=@#Y-2[D.4B#/F-P(XG&9"%?>FX*$`.E@&!/RJ0OCNS M*'@)NPP@@0$H9`XOO0"+5TW]'0P<2'5 MR%ZN%CN->=UY&@Q9'`0^L(>JP4UQ^[?(A"23FA M]91V`\?33$.H12'1=-9Z!,W54"L@3=SKF_G9$N"FJF@74GR%<3\(E=-7%)H\ M('U'"Y]"U`B(YJ$4.IB;-"%:Z@8MN^)L2L5%=PM>%E+ZOTQ"4Y1>_!7N^#A. M=3*XFKWZIM-QMT;6Q?!2[7DHA*[V8%64'S3<,!-N^/)'I,,&F^[1;!;?.BC- MU-`LR?(7F)^+9THI1FVV$-Z>9U[QO)1B_EPL,TPX/FR.2BZK_5XTM9JC=HUH M8)E@<5"BJ\6=A!9D:1G)PQ"=5"6(TR#.DV]P^K?X8V8NBD:[*,HY7P)K),Q* MPE))6;E=*C'9BK]`21'X6#F2AZ[#0A$ZGH(?^XPJS?J*>Y)?TFI&UVQ'WSJ]R.XGN5C7Z7$BB&*5<40$G0KAF08L#[1RG&] M@#A,FD#@,>40+PP]RGS?E:PNH)AQLBMKBEWZ&+DAD\3>%]S9]![,CS7Y_T^X MFW_"?=Q8>_R$BR>)KQ!<8+M?V%=^PMWVL?7-SK[60=S]%B4CXZ3Z65XU>_+0S_V/NQA.A5CS=@VFR;C0^;F,A^L14-/[X<*>GK`'(\& M*."48I_S62?`!`(26DKCVX(ZY!"071AH-02D8L#,1*-LJ;-L,@;DR>]\>\\7 M]]8M=-7JC*)G42\">>3@RR0=P\GOTV_9Z-M,N'R&,%A\C?/Y_(YH5/>>3Z!6 MS%#-227G##1-&:5#N(5%CB36'@EUW^%42HHA7YX"SI+E*]\#7E=&H>=Q\O/^8 ME7_$92-,S.Y47[2UW7+L%A_2Z'1' M-G@4DMK&I[1V/OXE_$;[J%6MLDF$UGR#L/6$+_@ERX9PJ+P!$?,ARJ^3-``W M4R1E8;CV\NS/.`_B:`39']X;GV83>7OQRA?$Z_,`]C`O?!=0T%X8LLT0'I>^&Q9`3/]YS_CDQ$/QN-X.</OXD$\2A)_S$VY;A*7+AEF`[/OGZ*\R0; MGJ6577V(TNBZ6D)BFD/_M?'G8SNB"U=+I3"T6+'9&F-S^[Q:F;U/!]EM_#FZ MG_A&+T[CKTDY/0P'9IE3E5599`ER=V&V#W,4`X(8N$5'90T MG?\NL`X[5G\G+]%FK/XT^#/66&!BP\'ZOXPC?5V8A'HQOOK?>%!69;$GWZ"3%$YK'(S/)SQ;YN4% M9T_LPG&KV1-3,SW`M(DUP;#B?_J424KQ&A,!"`=:$M28>[)WX'-.:Z.>V/*B M)6>CH=%0*VM_\^CT,4GC\B&('HJS'*ZWR>D&(;8J>#L&D^3I2G13C56=%HAF0=X"XBJEJ?30CDMZG$%N* M9)A$^0/<;+:0%'C,NZRP&FPWX*>:.2DE74%0:V3-C';+I/CS39*7#Y^ST(S9 M>3"=UW3=^>TZZ;4$)'L=H@?L_)]^C*UM/8,JVJ[M=WY70?^ M`/QVGUQ3KI4'(/<)9M).>=$L+6UUR9CS>1/-+]V!=&'G2U.ISM4_;P,:Z7Q M=ET<289P7T%VX"OBL"`4CG*%[R`J"`E%2/Q0SF8P_[0$'WHB?C4ZMO(5RR/] M?BZ>#ST5GTX7@O]Y&28:R^TF#K=U%>RG=A6'7N2@GI)L7`566DMLP5OL=U+W M(\;VNT>Z:`:A8OMUZ!VUY MD!TV`R8XIX,-K$#/8][=+>\BYTNKR+^1@JD5I:)O6`R[L\AGJXY5WH='D7\TG3+`6[ MM.K)X99W^3_VKJRY;21)_Y=^+V_=QT9L1^"<<$2/[6U[=A\=&HFRN2N3"E+J M:?_[S2J0``D"Q$&B"M1VO[0M2Q3R0U:>E5]V2WG]%UK0N]@76F>]G9S>I4'< M:>E=V)[>Q8T1V\*7T(-$;A]UV[6U+KZ!ZLR648ZV14*R/>ZN98&,Y`0;@0AIMQW0B> M<4M@A$26"<03`JH"_X)R(46L(LQ`0\K[IT0P1H]+:3TE/-VA5-S9JGIND\Q1 M6RX;S*6%"-2'C8,HBN`3[,UM:9((<9Y29+(H0O"OG/.(`'ZT4!M9MB5'2CD_ MVJ0#(/W0)K'3E04>Z)*F(^WP1Z=4$/RR2TD\1L]&^):TBS@J6?_XL5XYWW5! MB,5&PG9.B(_!S*KBQ&=D@*L6/='S#LCYDP!=O+&H]>7[^O-B+!P M:H45)6'O,0M$Z_.W"OKI;O-Q\]E>]RQ&DS\M-NYG/>C3)0!8#_P.DT;9VT2Z M#;ZWL:HSX"Q:OC?"E%\ZOAGSO7F`G-L#:]NPW#O?6UG5*@/,3B*E[>+IJ?HF MFR0L'OZV66^'WDL[:Q4Z(JU,9/")&M)?#$$63V**M"WBI89(+#7E,M<67&,' MQBCF1NCCONA5!6^ZI->1+"5WF\U/.XKALG*?T.$X$2QF#,44QXAGD!8:D\>( M0AI#F(X@(4R^%D5@1CBC39\!&YZ#'4SP7K@A_**WS)4F/,^0B`48"($-V.&8((/SU#!B M<*+U5[=N^>CUMCYZ:XAT]?CZ.NK+N,U:1%L$V!+?+E\*/JK50S%`]VVQNK_Z MZ?QSN_SWU?+I/WZ!J&`Q6C[(-_ZM9G?O[YVYV6DJ"`%?@5_Q*9!@@W32RX:S2XWQ!]@U>T/7@^&E].[_YNRQ9>(Z9^ MOE2Y&XBT1CXY2*AK4C+[L-.._:FATG*&F#EZ>%@6]P<^W2T?WL-I?%X6=(1[ MWSP_.9F[AZY/Z-NZ93GQT-9?E=0OLXS[059A#!-UWUM[\BOWS7UX45MEY5(1 M,FSER\&QM:.=MR`IN$C."#:U%>I=DM3,\>OBRSIZ?'0=N=!Y7%_MM:Y,RQJ3 M>K=;Y,,(XI6U9]"J$#?(V`K5YA!A">&5ZX:)`R[ M=.`2P/IRQ5![98$*->G2@6O%T[,L,DM79(:,O9 M36KJ;5`6@:5)!-)1#D>19@J!18[@9!+.3$)31CD<15RC?&U\[M9@8WZFA14+ M\YC&K"VN\+-IXZ*TN"=3!2U:)Z>&=.2FC8(=Q'Y3OECL:E@>Q;:;EGEDX!RG M]OZDP@Q%B>4MSF*5&)YBKDBALMK4>AY-3WZVM'1`U;&#HOND%SQ253'/IV>- M(H4-`_7'PJ2($ZO^+,,H,7&2V,VG++&K1^#7R5J]_/IBMY9$"M\"?]A_;4<< M:C]Q\X>+Z%V6!D+NN!I_[O]I?N$::^L[7"#E696B93\FKC'HC.<(\N%E;#723E8?#_)>7_2Z?3[@W_>N M,Y"^*1,;B=*$P[DA7$!JQQG*4TTS.$MPJM*B*PU^JS;CW/#D@YC'W3WGJS)) M>=`2!JR+#$=/1KLBG`4C0PUC]7+]5.NQ3AR[ M[WM2/<,188?_M3!MG9N#AQ]4*2STSF'T83V#EF#_0%>?C4W&"SL(O@]>^\_] M^Z6R.3'LEJ:S)%0!Y1J"-E^X?[I;_@C2D.];`X^6=.((8(9!P-+1:1W M!(?V)ATBS&[L;&&RZB_@S+8/^JG#V/O!#`O)AL5Z%V\?/'$`,[W$9Z]/U[%I M?O9I2M+G#O8L[;=JJ>),!\-MKK7L_3;&K[4L$A9)U%]K+:]\S;T/-UW!]>-2 M:4EH[;:`S[66,\RC;;IDL%#G$FD?FSK]=$!M,9("($P-R*#/!,%U;0:@ESRG@]B5 M/X#`8U_GKYS&+-,^=3*6W2'%1%=H/=N$_IUNT2_7&2^UKZ6W?D)W`Y$[K57R M1R^]G8:0Q<=]/+L*19.:;1W$OK+_(1>OS+:CI=WPK#EVF0>///D28Q]"$G<9 MV/!C*0/O,+XH5.RYP]C52=T5:'QTK:7_)N/3K/09/(L=M/IMO=VZL M#(O$=KVK5IIUY-FM$@VO',]P^,9=+C22#BX,7V&1AX_#;9IO3C>9KY-7?W`- MRF_ENJ<"VQ@?2K&U`4CM1MY0Y>3!S#$HJ&FGILTSAC*\YPAKDD.[Q8KE$D*:JMBD^NT[/<: MSFN>J*_I#;.(W8?FVTZ,X=C#%O;/W^&'ORPV/]Z[&MR89;X^[L*#FE!F:H28 M#8]^,8V:C[<+1UUQ>*I,8<*Y9>8CM3-V1/(U/WYP&.AOW<57I[_Q>F6T4@WR,-&=^)Q+4`XR1 M.P=G>?W$AH[:>JI:\#%2QIXZ4;^I\EC]0O>]/D/L7'`5B1PETI8AB@_5A_7)XNGS&.J<^GRM!9,8YRJ)8PTF2 M<)(4!^L!:&6)2I26NWOIE.FZQ^^6Y&##YF)S;Q?:?ZLMO6];W?YQL_RV7%DV MA8O1>(8'Z>`*3'3">9JA*(WM58N4HCC5PD;K(LE)DL6&E?QD^!T5NP6:HV6J M<*D6.)_=9#\_XVK94BF5CNYZQ]S;4Y9S.[W?KSXO7EZ>"K@>+9@W!@MA;BVP M/K/4>Z",A_M_:_.4NRK/;I:IGDF6(W0^[XQFB<2,8J1Y8N=<)$-&*(G`ID0L M2G(>,UH6L\KEON/$JH#9,7WYRXY/#:F(.8NB.$.9S:!X;)OM%'Z1T30W&MQN MK+/"D,H]8<.Y)V\A_3[T.O]8/=\M'_S/=498ZT1$%'Q$+!%/P)'&DBI$#)=: MZ(ADF5O@KFWAG6FAU&Z31W]I*NGW=(([4@='*F@3Z_AGB94G0D6"D]Q(4&4P M`C'B$-UM(D=9_++?P ME<+.EQG3SN`?Q\_;SZ___)_%O;O#UXZWSXIPFK)(TA2E*L_AH"0*:1.E*#;< M))3@C.[S`S?E(04UNXM+`7!I"1W.QIC;YE_O\ZX4EG&64K!%6`E[H9M"_!1! M:,$@,8MY1G.*BY(.8Y1KWAQ1C!'R((RL32R6@S>K;^7AGG']F=JS*P4G5?PQ M2*)S>=EI-_T\U![1230A>9IIE$.8#=8-`C,C(?E@>4J-R)0T:52U+3]IE2%X%95+0YN/54Z[NJL\G^//C M^FFY]E#O5E*T"=X MDI?%PT$O_CCI\5G8ZB^[<$L+&@I;`P2J$*DNKC[\86WL#)M31%JF/:%8J>HG M#WWPAGO,->]MR*[G>VO=2SN$*>`CJV#WZD)7>)8-\O;G?W]? M;Q>.%N_]?F;HR[IP6U5E<7XVTW8Y=94$CQ?MP/_:L*XH#6Z+._]-@(%>W4VERU;-J'O3R+TU25+(?EO&I(?5BN%B\_T[N?8+?AYWT:H@'-2IMX,W902+NZW`>^ZO1" M0I"!3&/BR!84DS3&UDR#W2%PPCC#$5BAE*G(J9&P.5!UK:)+@@.;&VX=0G_9 M[!UF(BG%E5MNWH5@_R7[$YST]C.DPGCS$T=PK',3Y`098JG:AS\G4D!C,N@AJTV!S M4$9I>NJF9*KS&VX(0/[+KY)AS@8AV(7189Q=S53/OA;E+AI)ADKO\ MOEJ2]?'1Z=S33W=3&URT_Y""2*Q3#!H1&9W85CI%6FSN&"'EP M3V0B\:^`<+T<]&']\GX59O"Y/\*.%9"3RP'NDGX"@.>/KMV\Q!F_/KHMT':T M5_;>ZY\U!N79])4&C$GB(T[IR80_+)-OW17KAUVA;9_%!JP5]BP]T/):=%\9 M#@L13XM[0.\_7^\`Q(V%<_OZ]+(];M>&&=GJ7V'3I^'M8,&Z,9D9^\6``J0] M3%SC@[F+2V3L1BH,Y\D`0&R+42HB22<@)UPHY1VI$9N9P.A_@H]?VNS3WHD\ M4L:#?X%T[&#QFV_>\@$XUA:N!,*F.3$]^AGK;N^>YCP%1"LSWEL*;RQN<&*D MP4S_Z?[/]:15/5HC-1O`YN:I=>(9#GFB&0-;*/.JJ7M&KYH:>WO5=<]0\D%0 MG@.KG8EO]#7].A;P=T4)%_!W)32S7E\)J:C]NVUOC0O)#<_RA%.DW$AXDD,G3JMKHM\[# M,.&98(QSH?QA(=R9L.,&U'21<7H_&4'`*)(0IMO0"*8:@F/&J3\TI%,-]LNO MBM?6`357`Z,^(1!U+< M/11#@J[9+.H,C%V@79Z3;&T,K8;'9:Q!&QU;:UZWB80U3*!6LD;!W2JE1QKY MP-!WHCPU+*SWJR96VMW)JQ/FA\[.T@AXH M&T*K![X6JT/ST-&MQSBJ+&-WRA?DSFM@>$[;32.NP_IM2MI!.3YI\Z.^@W#6 M34D?<+S=IJ0/]/Z?-"5]0'DK34F'1=!N')E#4W(.,`1M2M8!\-^4)*XI&;BF M7H,A0`N.N'[DO(Y#$!A(FU4(I@T!NF[$M2#GI0U!8+#-Q]E8QP!M1^+:CG,Y M#][R/N(ZCA?I?S5A4=&6VEN_+Z^;E5U[\_'Q\1HER!#8$'%.)?H)'JA/&T25 MVN":48@G=D@QT@.L*QS;,F&`.W8&]U\*S:(WLVR%1L$"=VT8:]G M([;!9%>NSU%86:]W_W2W_''C_IZV&:H!@H=I8H=`ZSB-GF_S.LB!:ZLQ!.U: M!SE3PW9[>FE>A\!!-/?79M2T#J(=N(1EMLWJ$+C<4+,Z!#RWV*P64D_+B\>L MUE#!M<+]PKQ9-*T]P'(U4M+Y-J\]H/CV62L]`WIU%LN)B],6DJ`M7.8ZV?!$ M]=W4`5HV,P##6&M/VF;G_/1M:C#X[VJS672UCV$(T,YEL^AJSP"&.72UCV$( MT,YEL^AJSP"&P%WM8P0"=+79++K:>QB\)8C,=;6O$"CXZFT'0.B6>]LA%$J< M5:@Y=;A#H*,;T`G;YPYQI.3@B'R6W>X`T+VU;G<([;/5/UF?EYQ+TSL$();I MGTO*U2VUO4-8[]MM>P=`ZV;:WB&.'#_K`<,VOT.XQ4*VC&"'Y@J`Z7 M'=X<:@9TBD@1(?@$T#<31H,5/U@$<(/B]E8THH,^%R M.K;C+3'"O!U=NP"T7KJV!XU@9E;]J(UV*;VHG)'4$2T$&]' MV:9VHWO4*-;REMUH#;:IW:C:+3"@Y."RX\TKV]1NM$0-:RUO5]D$EH9I?VY4 MEVL/A;Y=9;LB:KV4K4)-FAN.V>JP3>U&S9YZ5K\A79O:B^Y!$_R6ZQYUU*9V MHC;><)2;MBKZ9G1M:B=:H<8/AE6NJ&S;3YN#U;`7P",HLS5NQMEAC?OY=;,X MQ*$!!L)B.+`4I3J/$<]TC'1*(Q3G>8()Y2IAQM8:Y5?;&7D'D6N3ZAR+T:(B MT6KU>O?T:;-XOOMI"]Z?GQ>+$"(3>,T\B3'2&6;PYK%`411)Q*AD1$FB)76+ M-:7K%H+(M.&U-PI3"?X>A-HLMB^_W[TL?EO?_V^R_O%CZ3HD?]_:/::O/Y[M M#;Y*6SX^_F/U?+=\B.^>[E;WEQR4L;!H(7,L$X/@B"G$J9+(<`4`,6DR$X&) MX>;K'A.R.PJ7RMD'L?+&3+Y8_/WUZ67Y_#1C?(C#AY,N?)JDZH/&I]>GI]T4 MTN^C%T'[`,+9"RUY%Q`U@5HMY>[$+3:VE6:/X,?'$L.KHS#`C_0VH.R77UM] M[UGINB`);E'[8["SJ.8E:G`B`[SFW-2^O_S':M]; MMA!*7P26TOQ).#5$J4$:$9,D51C,HLH-A.%*IBC""4-QAJG.9(.860\@.8$9& M!F(?0K);#R&GPJ<((<7MA)!3`>$LAM&=N<8\0L@:"M1HW>\O?TWW9QM(6BB\!)*B""1Y2TDN:"`) M*,B)CC_?951J=H'D"*'[JC_?!4VJ*8VXL,7_T;JD18)+V$DW]4CU>!ZY/'\]FB1%09K;44FF+H+6CF/C;.=&*<_]A/4.3V!\:?1::\<+[#HR\6#39 M8='>3F#D!<[0@9']2O7=^7JSMWW51][$&3[&L8=4-^`[*3%B7&#>%S=Z^[[3 M!TC"SHBV98*S=9T^D-'GD+F6Y_1AHWR`]7_L7=ERVTB6_1>_9TWNRT2,([#V M:&*ZY+#=W8\.6H1E1DND"J1R1'6X.LJ]NX,.WPR%``DZ46`_-#H=` M1A]"9D`1;`A])H_HLRN*8$/`^18BV!`B?(T1K#;2L$YQ,\.WG"%`.GA(K8]& M,P0H=6'$D.+6$#B]A;C5KG16S5:T^9I*^2MN#8JVS=I1)GA=>NK:X]86('OJ M!E+?GC@4ZQL$))M!,4/+'P=!1A]"9CAQ:Q!])H_HL^N)6X/`^0;BUB`B_#:\ MPYU9L[,S),%6%W+V:QHE).2B.\B'X!\V1MA7.PR_-R\(2,"&FIURDKL?_F$` M9/0A9(;D'P909M<_*18$QC?A%P80W3?A%TK-:+>S,_17UC`HVG;[`:;TS28- MFV/L6U"0PW<*0X`DW(F-H3F%(9#1AY`9D%,80IW)P^KLBGS#$&B^!=\PA`1? M8:^+P(K+;G%3@S><04"R'IP:6I=H$&3T(60&U/42!*RKU%':R$XG\0ZDH8:C MHP*`9#O9"1NM#(75UAC>7:`L" MN>@.\@%8XN8(^WHP>OB6.`1(0^N,#P)*UYWQW2?7@JBPZZ^X!H'Q#635@DCM M-4:L@F'6;:5Z^#M0@H`$=I*JP46L(9#1AY`94L0:`JQKU%&2*M6M;A?#UU$A M0'+MO'6+Z7JKHT(@HP\A,R0=%0*L-Y%5DXS*9O.G`?AJ956G:\A(?]TK1!T;X231L"JC>@:4/`V#]-V\Z9 M)URL#C]5%QVK0U`<4]KLS*OA69X`B$JF&/$DCU!$LAQQI2*=T#CBL?S"W(%3 MZG6![%CF89C$FW?OJ:@MNAZ.D,]$MB:8!B2;6[()MBFZ9HF!,_([8YP+%8YV MX?B=6WXWQY:W=L[O%R&>6&&73-=1O_GHMPZ]WG[[^ZQFQWI/.1>(BQ!-B]0&M.\`7P@9( MBHUBX>A6CFYVZA+_+?&XG7XL1@_9?`'^4@OZ!;$V4!JF&B[MPUHG(J(HS6,) M]*HAA-[X8! M`M@^"FXU7TZ+^5-7@X;SJ_-9^>>H'*\4YMK-KC[A0SF9WDV>1@^7!RK&,LY2 MFB&!E4`XR<2P)>B&#<--QL3`A361*A)(D8XE&.[5%RC'!$<6JB+$HR8[T04KF@ MDBO`<#].>P@-I8J5:3SMYJF%I%7%$,P;97JJB4-@`"R@C<%LR(JX.4Y>BI@N MUP]`O*+Y]>CAYJAYZ>$5:N!"ZAKUTE(-7X[7G(MLI#O2JW7#C2U>O,F#`G25(P.A0^"8&)C6A!CXL:)=TW/N%*$MTLM>.+ MB7!\PGKM7`<&Q#():<8AO?1^N%:\X75&+^^'6PU,;:ZGD_ M*Q2)H88.TOL15-..A9-7V@H;W->\["4P<0I+*%S#-D/462UP\])98NDU4B[$ MU:JL%B!ZJ:P5B*`;FX!8J['61=:GQ60V=9]D*ZK1O"HT1??P$??`S>GDV[>B M+,[`?UPJ2N5&9A?>C)O5EZG!)DVI1))S9OE/(4TC6VYFG#%,1:19E=DE^MW[ M;>^\`>6>ROZ%55==B6GQ,)G^\0S/P;VV1P"FN>`J$CE*7%62@.*+A(R1RO(H MYI%DB=1K`&T]U,L4'$.@?SS8O+K@Q8-L55VP/Y9BIZ+?F!7#&=LS`N;%BDQMQSC!6VQ4'G,8TQT^!I903Q MF!$4QR)%1H-(Q7:_8R)>MAW[M^<>'16L'R2[(!@ISXG1F"!*9((@2#$`AA0H MAA_#9W*:1E$#,!Q9803"M4QV*A#<"H3S(WLL#\UA\)('NO0%AR$/S<'PDH<5 M&/5=L\>$PEJ59/;X.)M^6LSN_NU>:KO0RQ_%&/SI_'GQ7!8W\_ES.SL*AD[9 M'GS)E(^O)E[!04QB\M0D*-)<@8@0#?^**O>=F.UK:3TT[AFG;HQD0$6XO&@K*9"M>V=>[ MN7KOQ^*N`-T$GS8(0&QN4"R;/^I)Z3P[&I!BXHY:5K';2=E0]]3CT=V_EX/X MH'@G4U"WP!8O=OD,>:F`4$BG.3E99Z).HK$F^O][,;+]=#9=]:_)XOL_IK.O MUDY5`O;TO)@#7\W@(Q\F(^OC?;3?4\(7Q*/YI`J4VR(HI5F-.S5"$"N.2:[! M.">:(IX"C#H"UP5"?DHSF=$D4S:RA9!&V=YV;O:G` M*6>F%65O&&E@:`B[.T6:5#R-E912!("ZL^Q7A9@D!DM7$M1*F7:90&(H3GF, MC$QLBCSG*,[2#`&R)(W@CS&?FAX.#4.+!)`G#*[9[,2D8&`4&#&& M-:S1>:*@ESG!7I+O9JH[)=_-T#&A-5ZV8?82!X6Y:+;LR!<'Y70"[K4T<"E$ MPP6>OC"XWD+[;;W&02G1,-;TQ4'V6"M48^6=DK^L#8`-6DY4]Q&':LR\2QP( M7J8P>RP,#H5N3:0Y11@Z6B<19I-`52JU@8QIO4%HO7SI]NO#Y-YYVG8#T^*Y MG-H%3-7:M4$@0H3;,:,/;E?PHS=T;3DDWP!*QJB33K'6E)@W>.RL0^(AT7"% M0@CFMO$X3%E7>TE"RHI\]U[5<\&^8M8RZ3]ZN)G.%^6S:]^]_7-:C%=EDOGJ M'U6M()J.=RL'#M"S-.H&A,I-4MJLQW86X_QH;,/]J2A_3&R-I5J!O7Y9>P,= MCLOVYH^/4+8-0\6)0U4OQ-TZ94;L;#VOI>KHXLE#RQ('9*LIZ!^-R;%].XPKM$TK["M*'Z$P9#-82(%RDZ=&-NT'>]%!WP'& MST7Y>..B!:>^!P$`!>^-,K-=)]I'38AM/@'IMH=_P%MAY-3E/2&[-`*R`3Y' MFX9]6_;773&??WHJB]%XS3Y#<]*VJWI>=%ULR"P@+'*KK'SF0=CN;&RU)D5A MI9JETYGB6AM&D$[C!/'82*3CU"!C8I*:Q`C*5-7MY"8PJM:_IC;6HOHRU;-\ M\?G&.EMC$>4RXHGBB(F4(,"%($!&(&"+%)L\9B3>P`(KL;&_Z!A9%^$+9L"A M;KBRUH+'%"Q2B*D6>PA7VE1^*\@XL#$"VO?[Y`_S[V^QA,KLM)_?@ MO"P*,-WI[!&,]^3N+"W%U3RW73^Y69E[@J>SB0M]?2-!9+E((X-49$UN3AF* M3Y$)+3+-*6MB[]_@WRBM(6A+:?8MUA8>21G2[,DA97)JU6'<]`QL0 M`UNFXXR*9A.O+]&>'?;Y/GL`WVV>_?'9VESF69*J M,-]RN^?NP\]$);'K9ZQ;_][U@NP$Z6LJ.G^@NU2>_X$2^S_N@2HL3GN<'9#+ M)&O6H^M++K-[ZQVY$&?"7Z9/(CEPT;5UCR)+L8H%8P@;":C$F4213!CB*<-Y MK$2LJRN5]=/*9RBVMBVG!43AX%W!T'T25/*(0;55[0WGO'Q'50GU:`Z M:`C69E*]W=FLOY6S^1FDHS%8F=[:T1L=K:\(J(#W`9LUV)USJC&1`Z90=2N=! MP3S+O?@+0NQ[RIL<=@_.`D/7/E0`Y29;7`5L?CM^$/RC#T+3G/AM.#U.S`\" MK>VQ8`^J.CKG?!Y'/H`%Z.:0\)ZNBS"A3P!=Q1L*9)\C`7BU:383ZLMIU9+3 MXU=`.X@$+NS'AIC=+ M:9U'6P9A#NE_-SVDO@Q".S],^Z4U9O-=![X:4U<-B6W7`?<@M&H!EJ^+RFJK M<1T&51TKV.:H>2E8L=P3>S75@B!L5I?*OMKX,@BJ5Y6!:[,'QV7H5303A(^"T7 M&5)0%82W;,Y1[Z[K&;H!I5KJ;NO#_!+)MY"FLSF$OKRGKM]TAN!#,`ZH,\W7 ML?$,P606GZ-*4%]7(7Q0$V&V*-,XATR@ZELV,G M*H3,N49C:@;K0H5@H:LJZ`;A*GZ0JX:9>A"8=\QISND\L,[]2ER)YD!Z,B#! MUY^`",&-TNLH12]-9P@>.WWK?K],9P@6NL;L0PC>:KD9N^,D1(LS2)Y)"("` MGGP&Z:)FK0TFGGZ5&&Z$W`(=KPC9N)TA^*R=,^-EY7.E0VZ?%_/%:#J>3.]OIV[%[35;$OF\2C MZL[[/+J'T`[4+WS`MV]%6;19^*PQEQ8B>#%N)D_48`.*4B+)P=SRW"BD:<00 MP8PSAJF(`")NT\#$5#<5=F['G4YMUYO`VX,2$<)4ED0H20`*'N48&4XQPB!I MJ0%'),F,W=-7@7+@L%7-*O"C+]L52M!4#Y/I'\_%=.%>>T%LTEQP%8D<)>Y@ M"U&YE:D8J2R/8AY)EDB]9AC.%=M)0S8F>O>FH%-+/]VAPF@Z_O!0C.]M5F1C M05;K^S;MX<(*:\IC@Q*5`RO)+$9QE"4H,R*Q2\!BH:-*!6'+2?"IVRKH%#+7 M>^:/2>7ODVFQ^)F.?LYOR_\MYO,/H_DBO2A.)XB-U/0 M_L52W0]6@5?#).>@]P1.FRVN`[QE)[\GPQVGNK6P#A9)[OP(SMN*;RM0]S^> M/EB,$S1A6X$^=C]NTSIO?<)U^"=K^,Y#M0>*QS["LO?G[Z/IFN6'`25WKAZE M:Z$^(P0>N.XJW.M@4+!MEQ MLB^?%A&,FV9WL+S<&7A(H3@RGUL'Y[SLOU(J8/HGT8 M:!^A.1'^FGM8P7T0%"F@R,5+_O^:0_P@>()Z0XP)*EJKMUX'^4%,!4@X`,^U M?[YD:,%^$(L",!)NF%R>.;OVJ#\(IM:+$5B291?P&PC[@\!J=\6"\\.Q!ZMV M%_H'B&N#Z$][P);!-[*SA[:O'DRT>'E%32/WT_(L5FOHE#:L65-$%,$GR)P@ M:0`_SE.*3!9%"'[+.8\(IYI6#2-VP3^5SH;O8T-_:OLXUZ1!Q%SG#0'&Z'0, M0%?M[,Q(_':NQ82$5W8+;Q^'6$+"&V[^<_)C,BZF8_#]?XZ^/A3)^J_VB!&"/:(89ELZYLE:4\IT:C*`:=R17`%L=<(QIG6*K-\`KX2?E\_I6(J#9,Y`2>&,TVWY;4IM:\PL^^YF=[-'HO/H[]:'/H+A@8A[]Y+ MM0O&#AF='9X/1Z:+P33A.X-=QR[.;SQ_>/"#I-SV/`B;0-E6"<19]^P:_=%'-<%29;8M5>IO,.FJV:;Y=?`=+V6Z,(!B9 M=M*(;O?^;OS].SIX(#2)_5*YCZ0;-V'D/)J;ZCTDKP?#Z[ M\'.+'`2!!'1**$K:%1"NJ=PS6=X@=/Q?EX\9G]A\7>X>= M\9V6W#V4O+X^/`Q'E;RZ+[Q.;7PL[@IP]<$5F^?E[''SH??_P5E78YV5/$#* MFMZ5?[[T/_M/H]J,,O90L"9M^0,(QH;U%.U(,U/K(M)^.G:$;_;X.)LZ7^K3 M]Q'HH9OY_/GD3`:OB-T@;NX^;).NF]_S5X3EF6(TBPA*M5&(Q_:T-Z41,CG# M+(X3S63\A7QARN[E$@0383;D;_^??H2^C9&MGA&IO8C<^/MW30;\.A[-BS&\ MYZF8SMW,:E26H^F]2R[$/]Z%V!#&PQ. M=LVPX!`N;_1M(GK@[Z\E],.HO"T_V0K-V"'RH2C=>P/P4QL`[*3P;YCLI;V. MI.!"^_OSX]>B#,0Z_K((S*.H@.\)*HL5&&=Z!M6'W7Y;LOF/T>3!VMM\5CH9 M[QWDQ$6EQO:?G`'T(]3WIXIU4"N<(^]/[6H-:UJ44&(YJ1.@:E4%WD>*B[$MZ'?TXA06X]SY?:#7/,Z!7C^\D\;:L$14#&7!L48/IBS6-C%(@)% M)(XT3F)!DWRIA90;`C>\9;DG+;X5\./QY]%?&R`YS1_R*7.E"<\S)&(!"D)@ M`WHX)LC@/#6,&(C0-#QE.V%A\.Z&MEH":AVELWO9YV%BYM::BSH_L,;+G539 M('C&"1`$8\M,695:&ZT7F+Y2S\#.^3D,+_O_D75ESVEC:_B]S?U)G7VZF2NM4JCIQ MOBS3-5==C"W'3!/P`$['__Y[SQ%(0@@0`AT)3]^T[6#,^^C=UUH3WC$:.F2N MRJ^&8(&V(N#2?@R3FD/7E<)=G"SWY.G8V6SQEQW831?+]S^>@;'LF]T]?L[N M%]_GMK12^#;Y7^XVOGP)8"''E$9IA)11'/%`Q<`Z.D8L%2(.!"4`49X`LG7. M^LWQBRD=14._GTPS?MH=QZDN"HLC0G7`(\3!FT=@6318TIC#`XQQ+!@CD1#%8<0F1=J:J-JN MT,E\DI>OTBSKUJ)T"=E@*S$/#,AQ;-<,*\Q0$.$(D214D>$QYHKD+*LYK2W\ M;/CD1S-+)4*?-E"3XM:Q#839[`_EB8&'%BV9\E&$4FC"*> M:L&BQ/V-S;;Z/LD^F!+);0M\L?U9\LO61C/[CLN?SJ-W41H0^?O$UDK7K]M_ M&I^[!@9#F+VZY#5HO>JV=P\ZE;A-,@37'==C*][3Z1PYO\NY+Y*@.@XP,&6(1AQ>1N*-<#Z74UO?P^G`:"\PR(@0:R(\$-VXE'S23*FF@,_NCN8,/EI-;]F*J#7WE9IT,K/K2* M;8133.B:YW*4C.,TPVN6[HB`;U8`?SHD4@3(CJ^`UQ8`M0E+D9`R-A&\AI(P M=]ALLS'&G-*C5.\2LI=R7T_G+_#B]_.?B]E/9[9_GZZ?OH*16>6VJ%!!.7L= MOK_@4V\0$]+$`"A,`5O@"+P[S#"2L5"QI$9#H%(XM8R#O-1/)5R5\A-.C.^6 MJ99.";(FH?/CS3Z[D&'U@DXK7:J M2==D9C?]&7LAHN;17GJ`!;3R=`WX_K1Y;E#`WVWA=?.[N:ES:D; M^AZOE=$^I@1':>M8+SMDCL&P"WQ>H/Z0K9\6#]T'D"]*^@<4)Y*G"L4A!NGC M(D4A34$$20K.E""2D:WT[8!UX*/7Z/OQ/%N\9IN&H*QY!**8&7'3#H!JWFQ2 M_'NT6%F?ZU_9NE*;*MXI_Z7Z'$I?".)+ID+L)`ZF$*?H"HQ#(73`'?F03>QN MN6V8]&V^^+?-0-KD^/OY,\1"]B]`?&1[#N!M/EO6AX#I._RE:6[:?9L/,!U" M4JGM!D,.-@3D7G/&$4T$94'"-0\BNTM>NO7[E$,L*76SKW(EXJ_DR*2+%Y\V MIJ4GXXJBM);DOHC&UG#YC9A:XB%M=F;OTMYQ*HZEI$:8=;->EU!*UPN&U8]] M3I9M"">S?=>$&^ZGE.[51UN1U-1_TW!/`#3ZUP=)K&F62B.VM M(#E!Q7CV,?KICFF9&+G6%L;N)@9^97QFPPTGR)I*O8C&7;C^L5@\@)RNGX+Y MPTX-;64]FW"Y^#-;QMEDEBU]BE_[4-_V:PNUVYA^!DT^3D+[:'G^V]\E4ZJ6 MO.]T_[G[5COC]5MF./D$B;!,3@ M6M3GW4X34V\5G&R=#SN)8K?QV,[,C5KPJ>OBV*YFBQ`\.7"J$@*$ZSA&1+"$ M)5P$\#[%$@IA:GOZCI-1KV"NUC>2)MEMCVS\X*>RB\_@9-@QW=\6JY4;O7]< M+%T0/[Z48[[&7IH3.<>#%)U?`47)W@$EW2\?HYPMR)I M+2E].:77*A8]@2LZ/M1L#=9HL]CK"9VC7',B:L=_[W)<(\$=+;\[?7__* M9C^S#X#!D]>=.^WDV*62"+U$^1V@M39?L2VOCR*X.:.@2YN7$K6@IQ;=^'>9 M1$/71&KB,&$H35.&N"8IB`96*+'E":9"D^JX\!&UH+4!\[9.THEJ=^6VU8VU MO1*:'^[BYISJ?EMZK[[WV?3Q?B!4DJS7![!?%*^/XY8)D MKQNVE`2"$A0'-D<,'QX%.K5?\5B9"-Q\DQ1B;.]2U7:3-WSZYG34WM6T\3TR MZ:I]THCF#-0>!74/;7OD+>^<#-;)_.'N\1,$08N'N[PI+!_#LA,-VR3P-?:O M]M%C[,(\KM5>8V1'(ELRQ96/!UX4#[K:\ M!SP`OKO'*I!I[B9\JC>TW2VGWZ=SNSCK8C2>X8.<6`X=Z8CS.$%!'-I^VIBB M,-8"@>\%F=WA;GRTJ%?'9]VI7F1\0P:JF<0 MZFGC]_,OV7H]RV%ZM"#>&!RDA.-BZBKW$^K;,C:!U692O1Y]%PL2?,X")9'$ MC&*D>62GF"5#1BB)0(L$+(A2'C):Y-&W1Q4ZDE4"LUGFZB^CL*\Z1\O]VA65F+-+Y=!#8*PKH\'G*"@".*S$V,N__[7[S0/D@B=A?Z-N?9CHY] MFHO<:,G[A4;[;91C=S98P'+C_IY#2M7$/P/G6^_(=>P"2)NU`+9/9KRKFE@> M%F]2>JT)*>DNEA2OG8G_R\9+\^]I-@2?MQ1J-U+(RLM.)TDHJ?W'R\1"D67E M3E?79_RR7$%4M/@Y7<%/:!XY@%DL8H M5FD*DA(II$T0H]!P$U&"$[H-"=SXKE2,$UY`Z!F7`[[#42=SU?SG?;:U8ADF M,05EA)6P@WH4'*@`?`L&L5C($YI2G*=QFER)+L15_,?:!HIBDGK^O1#J$6>; MJ959*0RM^)7G4'0L%-OOX#D.M4=T(DU(&B<:I>!?@U8#C\Q(B#I8&E,C$B5- M'!3KXPY&8^<2>$"Z*NGYW,'[YV0YS<T[";?JABF[Z7 MKG2=3NU\@J\?%[/IY2.MIS,X7"2I`'<.JZATQ^S&.3ZS5^UI%RY[U4#[&025B)13!0\_K78= M80V*@/%01E?.'>Y]Z,H3;K&B9JM#-K7=6ZM2`@-(;"2NG'^\-M$5_NCM4M<_ M\X'"N5M"=@]??EW8'XWS\J"B0HF`<91H`FX."20R0L"C"0768:*B.)!%M$GY M.VHVG#HZ^,I'6_0XO)\75T-??W]:K#*WPOK]=EC]ZR+W1Y4 M5?PI^Y3R'.\JG\-LNVHBFKU=Y:V`)^4>NXA*X> M5$*-I0]PM->KANWEW&8,&1%&7%G0SP'EM/O6Y!2/JA:'V]3BFJ@H:=_)0>_& MW8O9@^7SQB5<97WWXW2>K5_CR2MX2/#[/DW^&<5_V\JGA2F#Q:O3717QO0:? M01:S&!,&-EL?Q2&V#A&8`0):CS,<@%&(F0HV;"1W^I1.D5"Q@GQ-9^1L_^2_`)_>/7E>9E-*A,?X_-B[64!0X@L4Y;-G[S!7]FZL,-E MO8)4!CQ2'#$1@W[3FB`#Q@`136(,[@DCH9SF!0 MLC.@?^3C'Z%O6Y/XD>_`>(A?["QWWL4TR@EU<*T,,>8(S<=(:@C!1UU@L'N# MN5#[,7AC3>'@L@([CA9FCV!M]@]!C'(;@]A9K]&9MO.2M3E-6E=:H2CSF7J#G7!QCQE M&Z4SAGQ6@`EX3I*@4/$4<1(I"/A`JQ`54_A/QRH**MW>3&\OLEY,9!-6;L5_ M/5D&;U94'0'\Y\7*[X:<]@C9Y!9E4C0`U)JR:JM/QS[ZKT_3Y?KUZR*Q+NZK MC:IM3%V^W2CS"39B)IA4='1O]%\!XGJJXN-B_7X^S+*-]A!K-UM(].4(GR*_ M!X3'#Z_-(+#MU='^:&]=6]Q:L'_7;J*,IKYXQE@LWKD2TQOQU23NRG77/VRR M0-L8:\!$5LO`V+9+ZTKG75M*JL'RS*7V_^]E`E`N+:BKE]EZM5N\'V9,KWT2 M2.\[N&<3=AJ3D6U>.B-'AG>6+UU*XVFDAMFW=08@=O2>8Z+%24#V]G`5O7(= M#J^"ZO\$;S^U\:?MB=UAQLJ_0$!6N>OL^R#1&3CRW7L9`V%SJ,%NM^VDHOLK M=VULG6HYN5^_3&;VE^S8Q=3[1#P!I1[&+$"QD3'@'`BD56*03$-,4A&EVI9^ M77+#"%Z9G[@FO:?;%&\4-FLE(=R0!V:*KH/3#H=:%\\^@?&.&U*K`3&M^`ZM MB?&VY1?4M#28Z5_N_USWFDVFM:6W9VS[]512\@P'W4N/G5E;\EUL\(P/.:M# M_!A8AQ<(=QY9J6,!WRM*N(#OE=!,V.^%5-1^;\M1W;KI91"%DB4HS?T$+.VI M$8EDHE/,5,*MB\`<+QTZLGOPS/1UKKR.#`9][-2P;P`TP=0C`-P"8,`2J_J) MX'8H]"@2C'$NE#\HA!,)VTI=W_8T`L$8!`SBYF1'QQ<*M(/V<3I`K6[[TD+MP-"QG3INC^@!S*U53A\6@Y4(RAJKI M&&`8M&I:!\!_U=0UFP^<\*VA,$"-D+B"Z;BD81`8"!D=-_@OD^;7`[@Z=8#; M4ZVT!L@`!<)\H^>XQ&,0&`@>D;48H$*ZF4PTA\H:@\'@MTRZ'7HFA_IK!M"6 MWN)2XHJE%VE'G[72(0"ZX5KI(/PDC_'3B$JE@X!C]L$9M$XZB$!)NX:)G-/# M-\8ZZ1#0[6;0;KX^.@CWC;(^.@@2KC[*>$T26Y9'&]1W:0O=%C5K!N]GD^F/ M&W<`J#H1+K4@?)C2\A!H[<:6XRTI#R)Q_*CE&[2D/(ADG7FVV4MI>0@@1/-^ MJ1&5E`=A#US`,MI2\A"XC+V4+*3N=YTCLXXPY::>NQIW2=D#+-?:]3ID9=D# M3-=?!MIS7M!B,FAIE;D*,U&##UB-`0J(F^"O'4IQ^4F;UV#P7VMF8Z@U[Z(P M0)&5C:+6/`(8QE!KKL'@O];,1C.26\-B@/HJ&T69>00P#%QFWD5@@#(S&W@0 MMPD!OQ5F-H9!W`(&;X$J<[7EBWU&7Z7E`?"YY=+R$.PDC[#3F"K+0V!C]K`9 MMK`\A#C)LP.S41:6!X#NK166A^`^!=RGF-AEO['4EX<`Q"Z6YX(IW6G^=J`" M\Q"Z^W8+S`.@=3,%YB%$CA^U@,,6F(>0K#'-+`\!``08E!@C-!O]T/(@_'$+ M%>8!<)$MKYXVWL@H?O1^_ORR3AX?L_OUW7RC=\IK<\'#SVRYRJ(G>WKZ$I0X M_@4_$%J:"DI&4-)M0+75`3FZG:^2LMRPWH7PBK15[S/>'&HFHB&1(D#P#L!; M)@B025B*A)2QB>`UE(0E:DR2\OQ&!\+'Q6Q,"65ZO%;(-BU"1'/Q=ICM`M1: M,5N!FOUT;X?9!$BI%OTQ6YZV![=!5]HC;I[9+D"M%;-M42.45,Z?WQZS20Z: MV9\9%<44(JM<+KX];KL>;*VXK8!-5>\TW3RW]6U'Y:9YTMZ`?SO,UK<=W:)& M*=;R[3!;WW;4C9B;O_U=,--P2OE6F:UO.[I%C3+!Z.TRF\#2,.W/CN;3_';O M.[MA9KLB:JV8K4"-:*S>#K/U;4;-9LS+W+++=D706O':%C2A-QM%WP2K]6U$ M+53D#^7F5/';8;:^K6@!FZRF<*_(;:M/R\JQX`O@$939E#;CK)K2?GY99E4< M&F`@+`2)I2C6:8AXHD.D8QJ@,$TC3"A7$3/YK(?-\+\CF#6QSBX9!U@DF,]? M)K-/R^QY\FISWE^>LVP(D@D\9AZ%&.D$,WCR6*`@""1B5#*B)-&2LK+J]0YK MW?#8&XDI"7\/1"VSU?KS9)W]MKC_LSQE^6%E+]N^_'BV76@EM]P]?IL_3Z8/ MX60VF=]?(BA=8=%"IEA&!H&(*<2IDLAP!0`Q:1(3@([AYH\M)H3DF%Q*9QO$ MBLZ/-,L^O,S6T^?9B/$A#A_.3N'31%4;-#Z]S&:;D:K/G4^#^P#"Z0O#S2D@ M:@0=U)0;BL+U'J3L%R>`:M3T&3GL0 MPH]A<$BG[NC?H>UF>R/BY``KTV!$SK":8V/[]O3OLGUKVH9@^MRQE.87X=00 MI<[BB)!$L<*@%E5JP`]7,D8!CA@*$TQU*E.6A&$N!"(7`MI%"/IU'X79.>%; M)_K]Q[2S[-.-`RE'YT!V(+HM]^?''M[Q1ND?O0MY`IB.G@'=NI`G7:2QNY!] MX9.[D(+>C`O9%Q"Y"ZGQ;;B0-12N[T*Z\U[D8&)Z5#YDKY;$*1!FY-B\R%XM M26X^E1BE']F9]]O37^/]#HYDU83DTW]W\^2_+Y=-\54`L.XC5]HFP063^IC[ MV,0*483C$$<4F8!KQ",6(P/N$M*<"&P,3P*%\_Z835XJ!^(P58-0+N&!D3XH M%]O]7N^VGO.X*(='KB3N@W*YZ8FRWG-[ROWI>2]A$\V?O>*=M+[5"U\7[O6? M[?SOU0C76&,);*^U,/)<@R=4%!,.:B\"6\>#F(/!`P4H:)H$(@[2E+/\X=ON M2_`(<\KKM/@*#E4'"EN:=++)DF@RMN"P`]%M3=I6CZN;K"^<`*:CS[_%!)\, M?L8>'/:%3QX<8G592&4Q8\>OZSA;Y;@#R-N)L9I$BL4F#A&7"2`6QH3)#B-3,"X#,3F MJ!5S6G3C/_:#P"#A=U^LYG2R%#<2?M=0N'[X36ZG@M.KJ=Y$'T=1&"+Z[M54 MY_[)-GD]LNB[,^NWI_]&JC@6"2_AR"84Q6HDXI!J8W"8+PVNHY29`)$XV"1/,TP48JG6[N ME@M[MYP;37?7JC>MO^F'3&'_WZV]K2V9^5DF"1]225]4`HN:;MW(;:G:VPC6 M;CW<:[EQY\MB]O!M_I`M@^_++',;#NRRD%4VFY4OLJR?/>0+:/+M(<'WR72^ MJFPL"FG\=Q$XB3WA`_:T'+QPO6L_B$Z]#>RT-$]<-9QY8'W02,IW;J7A^66]2X MAA*B>GT2PFEI6Y/^.RO4!.:A+->ON>((UI^GJS^O@Z"(YHPCGB<@KNO"$.2*0@CTL-O*Q-!"<)V0 M'2[&:#>L1N'9&237M-\82_URKE?_FW'J46B##@MJ".=1G;JK)NP__'&S9LX_ M-ETLEXL_I_?MVX>WAYPD"AN6$`0&,P?(6B/-"HPRDV89+[5@6;&_M-'8![H3 M##WUT(X)R8:7+&R447,WT6K9OU\,T"+ZD^&GR(3+'COBCF+/Z!E[=CL1=Q2< MUXZX[4_VGRX7RZWEVS]R%$OXF*.'5%>+I"L<41,/[B)IP[D:7=ZQHQ4O[W"> MDM9G-W>0>`PH**/$B+!B@N^2I.,/RF)`L@L3LR9G.MBH+`8:?A)-5V%9#`<8 M@U9+!SB.\@@36))>(S+^HSP2E;;=9K:]D\Q;+8^$0_:U#7S\GC@&)!OT-6GA M8/UP###\!)@1%4=B6#-ZQIK=4'$D!LZW4!R)L8)'5!QQ.**F^\[R2\X[2O=C MPN)@EW742I*KC1!,J!`W7!W11IHPCKYKTHP_)HL!B;AQ$6,+RF*0X:?(C*DV M$@/66ZB-V#$X*JRKM6]`)G_41J+2!NMGI"0U5_MV:B,M('O:!M)\<'\L?C@* M)+-;?AY*':^$@WPJ*L MX$($=J;WS0/UCZ)L5-I-,>JM%V-;P/6-X?3X8Y$8D-RVP-B*L5'(\%-DQE., MC6+';G^+/@K&-U"$C;)T;S%[%PRS?H\VC+_Q5Q1([FKKV+JQ1B'#3Y$94P8? M`]88,GA)E?*QU8$9_'8ZLS"TPPQ^0#;;EU^XKQ/CM]DQ((UN+R@&E%O8"XK! MZ2T<^!224:E[36_,C]IB5-KV^A_6@C;=,AC74*HHR.@99#=4SHB!\]KEC'%8 M7J5ES_WXW'4C)OOIU#I&\QL#.>D/>73;&X/7&R@AQ\`X/)O;+LPG7&PGV-K_ M%[*::,LQI4$D,YEDJ60%*O,4VWX`TI*42!:ZQ$P5W`VS=2UAJ<<@Y7.UXW&* MKO_V#_C7PFJ<'8FM":81Q>96;`,F6X7MA7:H[(QQ+E0\T853=O&W?TC)S_FK MWM7]*L(3-^KOZN]=82YT/-&E>^_@+WCC2G_QVI^^K?_KP"'_:[%IM9) M["N,R?S^TW3QW]/'-H&:0\*9))0'(6`%SI,<,T0PY^`Q2_"8"OXD=&EHGI*$ MZ$T!6KII)9CH*NN[4,0(BB$X9IS&4PSE%,.F#.=&7_9N#JXB.L'6#S1>+(OA M_B3%1K%X6VX[QH-@2WV42Z'%SNK[2==`PR52Y6+YYV1Y_[%^ MG6U5/>'C:9!0>KYS?",1U(&,#HMW? MY[/5W>-B];SLB,:^QQX7C)O`>18$@ML*5)#JL7N/+1%3E"ST.)8D"Q)8R"!Y[ M-'T`32L>.'7;*][AF_K/C<8[+?!YQ3O!^*X?[PBJ:<_+L1I'3)BI-;D:K(F* MPH3:&-"."+T=*]6"FY>5$NY8PLU:J1;XO*Q4,+Y&*[7?%'Y:SQ9S]R2[`YRL MJBVBY`$>\0`:G,^^?)DNIQWH')>*4GE0HX4OX[#]<`@A39Y3B23GS.J<0IHF M=GN<<<8P%8EF=AO0%5*0($?&*T!T3PN_T]+M,=)\^CB;__X,+\)]=D`$\U)P ME8@293+'B!.P=HF0*5)%F:0\D2R3>D>P/F8W&,#P=#!\G\!+!\UVGP`I0JC4 MW2AB//_:(2\OC=OQ:K.=.9O_,5VM#W:]WR\LWZU6MF"B*+;&GRD29NR9+!0N M05WRS$",H4L)9K](4,FR@DAA,L;2PSM^9R2YZ.AT%Q=!V\JORY2FF&D(J@J" M>,H(2E.1(Z-A):6V@VLFJIU'<?UXNXW]U%[46#YA[N37SZOGY?3=ZO5<)?H%#R=^] M+U^>=\MPGN*,(I-P#;DXR^V(0X8T)P(;PXM$N0,]5>.)OQ-:"=XL111)I82? M]"&IVV613E+I)^EV5?QGL@13\#A]9QN0@^4LYFOX3+:8KQ:/LWL(G^ZSR7+Y M?39_J`QH)P=]X1>W)\"Y+0B$'L'AK"P)RHL"-)](CDRI+(2U%ZKVY'E-A=C5'UFZP> MU6SWUM/)W6^;SAC@3&=S<*&@%KM8JX/J8D04TKU\0_=APT4R-E1R_C6=V%.. MMO3X\VS]]=_SQ:\V]J@6V-/S>@5ZM8!'/LXF-F[_9/^=)?P#Z60UJZH>;0E* M:;;W#`.G?W`AJ=2V3,$1-RD'7\SL,!!!65)PS9.LNE=(W,5"V5!<[(C$L#DS MQDA@`=*7LZ@X*R8:BF=O`C3\``QUKZ"I`_UV"=/@:9N^A)DC3`PAM2/3;XLT M*#(D^+V2)HXT)<:`'XB`NK="6T5,$H.EVV[42IE61<>DY$61"XF8Y@("A`0C M@U6)"I7F2E&M4BZJPAOWKT#'%C^\Q.0K?M5DYL*Z8V0,#-2;A3E?7PQZP%I0 M7:[O57R7,Q*)0>/8<-7`W;3OE8.;M.4VXP9+@4LA0KO<>E)P/285IW+0')02 M@9F/+P2QEX]E^QJ'ZA8IS?+8](P-L[4VR/% M?I+UU;TDYE*Q56CPH4V-Z5[;;-D4I2>/[^:K]?+9'1+^\.=\>K\MXZ^V?ZAJ MV>MUPL/T\>IV-5'CO(ED&H>]Q3T%/"F`?08BXH-QV(&7))_')P!FUG@[X" MQI^FRV_O7+;@S/ MX"[.$=BO%7_=35>KST_+Z>1^KSYCB]+DT0:?EURQ/4?51T1AI<*JQ@S\I3:, M()VG&<`P$NDT-\B8E.0F@Y7!5'7&Q$V@,(R^?GO(RW-8@KN+,9L/=W<9LC6+ MI)0)SQ1'3.0$`1>"@(Q`1),M%"Q9> M>K%G`4JA+]2+^NGPP^#D(_SYR^)QMOBPG#V`3UY/P2/EBV_@DV9WG1SEK&Y# MVV:,AWM0]8/P].5("%&4(D\,4HF]'%A2AI)2,V0;TV2ET!+3HEHO[L`_?>7` M?X"@_1]MK7@H"!?[;:ZCPH^V]GV1-"(#\+&";':BPAL,N8LS7Q>/]]/EJNW- M$,DQ<=U)A0Z<3P4^"*M,H(32%'&#%3)<)*@H%>,EI[D&X^D:?5MGRD`+C-V5 M.L[*7@A43T(GR^G*7@IJ,XUH(ZK"_"C(7KF'=R2E&VV!&;7[\(+4<\^]%+V_ MT+J4W;]0-\W!O5`0];+7V8.XMNS@M\[50*2K=M(-(J-@FFN8&OH5'A8HQH4E$K>*[VS_V])@9%RLIM8K( M2NP;A(T%$;=7ITD\1')[4M*>/JOOL06ABGPXI/6I:I9CE0K&$#82O%Q:2)3( MC"&>,URF2J2Z&K],3P\X;W8CT+HIK'M5^OBL94]^*Z< M;Q$ZY[G>3)^FMJ\#>*WI>/63V=47FY0LK*?,M<8@ M1UR9K+>5>7)1[C^\F]EW]K'I8KE<_#F]'X)6)@ED&2PA"`N3(TZT1IH5&&4F MS3)>:L&R377WY)KM!$/?T5,$P\9:#+1M#C8JWPN>N//1\!'UAY]$$R[\,4[K M(/9_5RZ66RW;Z]TH:!V'X1Y2]6/Z.PKA(]C_)O/4@?S72'HBV"H2N""'G`/` MITW8_75?3:.;V6KG)ECWD`5<.8J+P9;UR';(%C(&VRM8R)AY:XN.IYXF\TP, M/(@280P*[%2+SZO5"6-(3MHT-^VY6-BBZ8)OL=#YOHN;+ES5++2AXJD6?+SE MK!9TO,I9VQ$^)WQZ6$&K&VL913EL28`.S%A&$9R<$/S:MC*\,8NOK=16_@L; MLPPRIVK!RC6,JVF-*U;-Y#4?G95[%IL]R,[HQ;A=$43C6G\(-.,^, M@O:F*G$MB'G-3-@NX2%ZR1:-NWR]I-M1O[AQ5VP[W@*$EQV7FZ[/`Y\BTAJ& MUXJX'$;$%1'>PLUW1;CK(I>V<(N^(,(Y>"T(=\A>C65!A,/P6A"7PQCZ-HW` M4I$P$^(;AK@Q;8K(IBX0MW%8JP5(WSQ>NZOBO?9,NVZZ$449F>W$1UC\\TG7 M7*O^*F9K9)PVE0A/5\D&D%9%42'JUPYI3,E5%-VR?D`U+KUQ^D^JI>YWNY@W MGHF_$<\9CM!7]=3->\X8:@BN`?5F]WIVG3%TS/(YIV2#]ITQE.@6?6<,Y1KH MO:@6+>1]RS!N2^KB%O+#C!;":?FN,+*;!7W#$4,+I?-<<,U[)X,_2=*"CE=% M4&\/GEUT^FK@.YU15N8I:(..GF*L-W>448G1!D\Q%.BF]G.C:!4YJ57C+#D( MS'O6-%65[*]Q#"AF&!$.TE,!";[YPD,,961>PW,&Z3ECJ!B[?#S(L%QG#!VZ MQ;I##.4B[5KX]UQ^:#&YS;/\4"&X='+;5?U:&RB>@948;WK<@HY7>FRJ+O>= MGICIQAE%T0OKC$S3%M^U+EE$D9RQ;=')2=-^BS*ZS?V5/ M/CRO5^O)_'XV?_@P=YW,MV'Z_[5*8W*64"PTHEP##"QA&:@4 M,A9*"T6TI*DLJ^J>.!H2%")F#=#C]/YA-U?H:/@AF.+/TZ?)$FS/X_=/TZ?% MROVZWJO M:^]`]B7$0)]`US[;>0KW^U$?>^?-EG/M$\`Q./ M)&/`)"FIG=#%DP7\=RR8$HXVNCAQ?S!CKNSW^]<[":% MD"V$M].&Q"Z.?4V,V#VK(_6H5MOEH!@FM8)K8)/JZSFA#3,.'\9A$0U66%.> M&I2I$HRI+%*4)D6&"B,RVSTN%3JI3`CIT0EM'[>/BYZL?=X-.DI65;"8/,#K M@!0"C-.7+[`TV\RC:<^.&FP@V)=(@A-"O#0*:9HP!!DB9PQ3D53F=^.3`.>Q M^0V0MN]!1>VA)(0P560)RC)``28(/#8L/80A0LP-9-598:KS%?+D.-F&045G M/U:/)2'`?IS-?W\&E72?O2*:O!1<):)$F;2SK8@JK;M.D2K*).6)9)G4>WV1 M!$OZ^F"\BX5^U99_=^/!(0;:+,5D==#TL?6LS9BF"9R9A(P,OSIRP$O,?2Q\ M;E&^G\VGZ^_YY/OJP_)_IZO5Q\EJG5^5D_^*(V[%";(?)1; M0'*TYIN["DX7\EZ@:(OU;<"S9\8%\5>Y\W*W7JVC9>GVZ0B7;1=P*ZBOOYXA MN`Q_4]AV1;_B.1J]\]$3;B,^V>/K1FH/BN<>8;7[IZ^3^5[CQX&2N%"/J88Q M\NT0>'"MV]O;4%![GNI@E')GTOM;R9$:1E`S5$,M%="MOSW.OV>/S1TL>Q/MA>]>;< M=D3R5:5Q)?=1,!I[(5PJ?*!OMYK@1^&I'$]2[^\3[F!K#\*5!O(<$&U]LA1;R/MCX(5W)%6@A)^S\^T?/Q$JZT86&GK9($GB!+@J0!?)SG%)DB21#\ M+<21">%4T]T)M->TSU_*(5[-U9!XN6.B]M1,KS?9]/8Z$I/RS,=`DKL[ MZ[NW7X!/PD^6S_NIOT!S8)`R^&8N=89$EG+$&<]14J0849SIC!1%035`]:BBT5K6>.B]EJ1U'WBN`/>,^1LFYO2G"#"7';_F<9(T< M1B`R^`V!N:9-`M>,__/TIT7RY0O\II^"!FF.9?ZP_@JNLMT% MN&ABVA'DM<.M![]_S0B/1";Q^JI\3:1W[FZL"VG>S7=O=O7Y^=?5['XV6=H5 MO%HM[MQ/82W_SV(V7_\'/@Z)XPA(4$="F=H1W592UQS65T@>[6V,@V<.GXN= MPX>/M>,U08Y%M?>`QQ&H'L?V]O?>ES0^3>^F$.I#*+8JEXMOA^]\^._-YH1R M7^`](X&V`O@E`AR^DLFG&UL.^(L%>M,T/(!L;UVNTQ7K&]EN:K\M1NTLQ MF\^^/7][/UW_#`OUZZ7_R2-J-7+8Q3X%B MT8ZF%7[_G%$F1+%$4*]4U;E?8A;ZDO(D"#_;GIWP M!U6+H[*V(0#KI4\V>U`D_P$W5C=,!EX\"[RM.:<5^&XHK[#R&O;CD#U_X>7/;^6'@M>7@6>?9;GR1-;HY[+TW(>=/\39?N'2\\^J7/J.6M;77OK! MX"\\]"5XG-_&Y.Q6WFC-7_#0$QSV;5=>RV>N?`1(5YM[4$JM(_8'^EPW]VF6 MY5=2:P2A7`\9ZGF\$8S/4JUDY.'@-E!,?>89#7^E<1+PB$11:LJQYSC3R#0V MP5E4C:W_\S;+\P\/NVRQK#7T2V.5P@?@17\#D'M6YV%,7-+OX'AKA+X6.C+* M"XD"/3V-0D]SDWHDD+$.XI@"L>KR=M,Z%/T@:VK\\?CM2[:[N?MCN_DSV]UM M=]^`;I=$P)$0YI@0#>!5@>)G?/RYO@:)5CHT*O5B[#_#513#L4@#CTB9$"7` M4DGQ6*`"Y"M9@#Z-I6FTK&UC@\5N_Q0N\NS=8K.XMY$(V"Q!7C<\N+FSWK9_ M7N9')$@2YE._['W!E:8@'N&L\&;/&;?#P_&1".$A6G+?BX,$PS!)X.F$"0_( M+:(@T`0(4MIJMK\#L?T=GHUT+@2CAFG20S!^&<&JYCQ(,/K_B%X8[B>LAU[' MAM8@>K&2R2"]KD>NEGO_39X_9LL8.,3F'FY>;9?2YR7]R^[QSC">E4AI,$Q&*"H^'`N@1:VQ\14/@-"0445HRGJ*?AANG.`O$ M[7FUO[C\'8@=TQ6XX0[XLT#J,U)D8A\R MD,J4;"NYUT]`MG?Y[L_1"3"DD$+49U<1Q\<6RB!Q#*R8VK:)I7IRD,@C,->$ M"FX+7:[[YM&TD6R&*(R6;N2?'[+=YV-A08_;(P8I]T.0 ME5(H,%>BP'BA(-)3!.C.`\9\06%K4`/\\G]VC4?-R"W?,=I.IJNRFV59U%21HICP<^]X+0!![5`1&TQL@C"$J-3R_#I4X[[ MZX5VS8B.3(8EOHBEEV(:-*>^A-.74"]286Q4$"2AB8%$$B2<)QEO$VD$J$'4 M*"_?W`>X+XMDMU^$0)1CE1>'PT:'D&@@TJFX_S_@$9C=4+"[O[+5_5=@?P'( M)#!N[8?Q9;4.5]5%!DH*S*MDOYM)1,5(PDVUGO^;Y3,6Y;:1!RCI9HH5:I-B MB"1_GP&];FV6SPK->OA5L%F^W=YB+\P+,FI?7K:7;E%R3K8/0_8Z3&=NFY3: M;C.]WOX8YTAZ^?/*[7EMJ@E7!CN>DD4: MZ_+?CZ.S$E^>7*P@%QU'+A?1>)K`+Y.?V;>'?7'-G$B"ZKC_.VTY7,8C>AUU MY!=7+S'5G?W._>F5E]FHEZ6#!/.;?_'%Q-Q*BGZ1"?U*@\C67DKG\BH)H/2I M%F*T,6)E*O_*0.=2SVS7\,TUDH',NAU',5Y'P`DI#CQM?>8:+`$278CSE--9,83)C MD*D=[--LB9W`T;YYW&]W3ZV+7T"*=]%FH!RW^09@"H\3 MXV<@NJWA=]]7M^AJ0F6QT;"@$"K6T0FL#`AN_YW4N29C+7T=1\"@!3IHT\@S M0!B/<>5SJ;0)68+>1_3].P4HXU`-8J='/.=:7.6JS-1V?.=.I>PH1(/L2TO, M:YJ7PW?%2+ZB;9F+<"9Q#((U\*3$J_QAF\/KSO%PJ+:E?19#&_/[[*%087+8 M+1AU!'*-2CZ8SL4N[$!UIQ#MQ/L[21;U)=6N0"LYVN97,72OCQ1;25%&V^.K M^U!TX_VX+5-1@N^+U1IC5N5$L#J^/-?%1FV)&".$[J3!0&3=9(%+ZPX>S=%@ MF$/%!'H;A">7B[S?,#-3$EX:"QD%SX]S%J+CB&S5DH<)XPJ#4D#+0?A8)&:>G+,]1WU\Y]]3:T?RQ6&]S6-QOD>LV9 ML],R+6!*/FA?<#9]W)]",2\D.#V9ZHBR2`J6E-$4(`!I8^S!<`KL177STQU# M4DS44X[4ZGQ_IUM$[:@&V;9W"E]LTII;35);(RB MG2-1;/J7_2K)3BB;YV"=U#.;R='/:_XQH>HM,<^;Z6[K8P"H4\;7P_HRMU=P;-5'F")EA*S)?PKZG_496-Z0S=*C.RL$C\1Y=5/F[ M#^_G2`N.S7\X,?V$.(VIHZG5(*-HUZM;=-0MZ>5\_H=.<`-_^J;3?N>L#=XO=_6H39P];4"ZN')"[_H['C%4WT8#0>\DN&B7@6G[?I7_C??G^`"X=_,:TE1QGZ0:UCK2%!8\`2$2 MR,CSF:0TD0F-$F7/>CEU23+:-I[&(#M!D^+#=R"%,*R#@QZP@V@9QT1`BZ($^>_/`IH@OVUVG_]M-E^R8%4&,1YLWEX1#]> M,RNF?5[L::HV#GSM^G&)F915SM6T2M$()H&>K;)E:[<6@W6F53`I3WRE4X_Y<,HXOX/XUG%=SQ@%B@3D%B7BALWJNT%N"[JDR[29C.S,D8Y M1W-98`!2.TW[^V&<](-F7_;SST$1__7?BE-QRAOJ8CBYOL'R.U[4:`7_YQ_MSA.2,G=8VZAK&7OAACF%I#+T3YG3L&`.J/RC_6H$> M4#!C/XF))U(I/$Y8ZAE)F"="H0!YFA"IRTU/%.T/RI^,ZU1T*"*&Z6H#1V2U M6%L)`&?FKZ^KVZ^5/^=-7@ZVP9E'^-SVM\QQ:V"V.FCJCJ)^-XM)@E)XXB/V>`=./&S),Y^M7![)&* M*=Z)$5^Z-_FO"G?-<8]*5-&HEGV.A0.`;I3!9@DF7K6EVP&&2LC/TJ/",6:I M:/?.'83J1&+D2Q<\C]@%242('Z*FXL/^-D'L!9$?P8\!,V#4^Y*20F.3<(>[ MOX?`.=;5#F[H4M&S$9EZG/"D^`.X/6:2>*$"QL5)I+S`CWV/J)C"'QVK**@\ MI:"QDB.E[0R8?DVUE=@T1W7,"BCINHA[88QV9KW%`MS,SG`*M%[LG_!G= M8]9-]O/6.N'Q;!WN:RF!TY)NH',=/6%<.9;\-.1P0Q-%XXK#<2W])&&VR>Y6 MTWH152U.<)5N,'<0FF[Q^QK>O8'*!:RS%)1VZQ:=[KR#JE%^.D^]WAHSOM;MV.S1 MNQ_U)+[+\MQF6..!GR4RG!/"E).PZ[SXP/+.*I]\EN6=MNB1.X;9>2C]T,M< M[VSYBOAC%="$&.,%F)W(DU1XV@\B+]%IG#)L9VU((;V(,$:>")GV`W+R^%L9 M[J6HVMQ;]S4(N4/*^Y3^:1(HF4J=>+Z?!J#VP5^!3`+/E[Z$;S2:Z["4X;JM M]`Y%X\K@+_MRK`&Z+E;[B"72>(I.Z1!"^*9B!@O$2H$ M`UZPB)8&+CD:#S0*5;=2TMT-;_X:"B;K&\$[%90AF,[EM%ZWY>'UTWF1/X+9 MY%8&]L!PYDDOOFQW0*-R^\Q81Z%@^RI#VDO=_?IN,`X8!7:A1Y'?*)!>Y44S MXPST^^6GS;+^N4H(0-MJMHY:S-A7PJU2>3;4T_,9VC;F+U+7P-K5XB/@N"&* MRI-P\V-3R-EVL"Y&/V)`(.9[<(Y4+*G1.BBKD(G01`MG M6/TSH0XRAD^(II?OY'1UDQE'E@IR9$=>$?4)@KZBHC)4?.&@>Q[2 M"SI)U,W17B\1<5Q;".IW]<1Z#MB+5+I6A&2.>AS.H"**7*3$M:L0R18L\A\Q[_< M>NT!$QMWA2HW=L+MA.GAAB/>JU3L%Q;8%Z?2HUM.2-KH\]Q^ MY4ZY,@<[=J!`8<@U*75Z#?;C&.0%><%)0U?W.(FA#;8U1WS&$0%]F7D-M`9$/#D+]$ MAT5Y(K@T'-:0T4:SA$X[NIEVOWYW7DKI,/^%%&1A>^"R=E'E,#@.":J.BXTB MJQE[*.TNU\;M?]2%XL4:7E2-2N?:`P?S43F8$$X=_4M08)#-->T`R:N;8;PE M:9Z/\9SB$C\VB^!G*7W1GZ?8<8%0/Q(G)PR$SZ'=W)SM,QPI9CAI!Y.ZWMZQ M/T^JKG5[C[)SQRR=F79J'Y5.CZ$QJ#JX^@Q-&ZL^@7$RE:6]\YQ$S!N;30A9:]*V0^L(,K#M[T]->GC M&AC"NDH>+JV723J7/(,)*$P+K2)^@Z'4R`\CE&[NPNUNM_V!Z9`V2`^Z-PZV MK$3J(68_Q^T@1I?AJFE2-R)M&22]=^#IH:WA<;W8?O^ZVC_=?;S;9S0YNS3X\?LE7R]5B\K99 MJ8I"0TS@,F6D31+:Z1]YBFD0F\?%^H7F M@QX3(DE]IKB*/2%IX'$-K%VKB'MQ$I`8S,HP4F7N@AU\+BM"=+QO#:=1!%YW M9OOTL-V\?LKDP"1M-*!]PUHO-LCQX MUP3;/K!%]X+D)QSK_&"X?'@`*W7B07L)T52'J1=0`LIFP%)/ZQ0TSDBS6"
WV]N^Z8,]5+#V9J.4_]7]EBXIJ< M838YM657Q^A/8:CAVAR%Q;H6VP>MQBHS\Q[FAK*E<@>/`G-VN7]-UPS0HR%F M+X;6V!U5BQ'TK\^10PQLJ$)L(C-GJL$L+\'6)V1/97',/7B(OG0B"2IHLD?" M#H'W;$UVC@JLMN2YA@+;P74<]UVT?7S`Q/C:@IK$-40(*`6% M(TF]!$SB2`G0O(*H2!#T?_>YT@Y_.0NB`_CSDQYLR\=@L_R0[??K6;NJ,&BG MM:V8=5GSBY#AVN0N:PH/6:"O,J)P.+DQ0`%:`;DRM4]1H2$3JIC&R439:`'/ M@X.R?[O]@;Z2E@RZV;U.MO3`]&!Z<&Q<#^?%OM6K>4^Y`)TA!L-"!3$*`PSJQ-XZBA;,L?2.-TX_;N?A:QHX(023C(JDB_]K;]MN) M*-@Q#GC3/[/E/?(J6X@[+0F)CRT^%0&;0H7`>V3@&4)2CVHP/6.3,J+*F M]%7#N7MMU)WZ6>TJKA[R9E-KT&7*W!RM=6;@)-:I-V,A-5S?)]19K%LJ1G_E M#JMK%,/-D3+"5?N?A?"8:Y?3-@YW'!K5S')Z!E!#$ZJ.&?9I&"?M?6H<6SK_Y+WSJ[[ M13J*U-QT+,4>RTZTE:<(#XS-R1AFPXRW_>]/K>J&OM`-14,5U8Q?XHS-`-_7 MJU:M^R*D1256O_[9H>P_X4WC+6O;'KBJ@-\6X,!&3:D2*9*PCF`+]D556=P^[]D&(/$`JX\=#=F0#$S(4 MB!*4*#:D"9.")II+D4@V3FDZG+`!S8/R5$E5&/G=X96T#,A2:?7S?+9S$_MP M73.;LB_I$V\\18QN;B-O^23+C@`YDBHUAHOOVX7@#3`5HI MMI9/']C=WWE$\LW2N)=BSJA@8N4DDW7@CL M91M&+UP&?K&.491UC#)ZN8[1YA+Q_<1"GKXR_,_O'U=04M/X],+J^HFDV-QQ MB6`G#$P\Q]35_<#5 MYHN+@3TD8?5W.OA&O1$^&"6H#DG>^;#WPRY9CVN,%P#877@_9I)]X:/%`SUI MS;"EYTA+(8\5"1SLTSCBU16BM!MP!9(1H\,*&IB4%4HW:,UAG@.>7HRZE=N2 M.L.$:@SL'$#3I#SM0K>#*N/`MK<8%03X\9@TZ,NSD!;4P3C*RF3GL%'WB68: M89%0;O";T\&2%!D%HK2Y+>1DH/1PF"L0+5B1HMO[ULU)VDH0-8CAZMB,4YOP MT?J=.YCQU8['&/-N=N4@)[HDUAW1E:H5FN*='^:?S$&Q6N0Z[4>.`=UB,I,S MC`.!%N-NE\<-;-5"M'$Y!>Z((J76D),@M1<@W#VTT'D_?7HV)[D8!W=%$7', MKF&\DY%+P6QM`;]F>-NQ[YN4UC`<1U!M,]CD,_(@;;UCHS^16JL]">&&D4H3 MP@FPFB_+N_7,6%;;M:/1%2S!`?A5T?T+L_J]&YP_$/N6$4>;*]7A.P[&:O,. MW1"U9X$W=G-X:;K&Y_GR_D>L>SHH>`A4$MZ:^6W'T]2*4OQK;G:$[;EU;$8! MP[^,^=#W=^G)+OE0UM!Z^RGV:F:B83^+<.G(/@RN9$4W3N"'@GDC0>]6RWOS M?R%W:^GQ$",ZH1`VH0ECF!HFB+&8AL/)D!*N!1_FVP2$%(7"=\'15J/8FSH' MN.F0+H(D#C#V&QUJU4=9\*`RV1#X,#=F(V3M MLBK?Z"R!K,`=[5L"M2]^PHA:PU##@-888ZDTBZ4JU1!+/0U=.7SV:&S%V?OI M^AFL*/.BQ;?YE5:4.4:$[+0?*RS21WQG/Z8D<#0:M_Q7V(<,TDLI>"TMNG?AJ@UKGO184_K&DJ M!1:O/0W^A-4`UC,T;F&U.;TCR./-7SWN;S9,F0_3+9;%&>W--7G<;A(.(CR= MCY1A@PFJ&D]4`X(#H4>KA(U\U:JX^U+H9?R-1)/2<(=S`%8F=!KA`B/%]E29 MP_?OZ=JX\J";L]SU5E.%C=:/1C059)2,Y,1(!Q]*<\FFHV1@+F#C@Z`QV0Y- M+N9Q.N)HGD[::+''/5V/2B,2QD\OVQG.@*J73:6G\":TJ'%'%*^N'SD/9'U$ M?\,*TG0V6V1S5M:KK_83(?P3Z<0(95?,ER9$GPCK4'70&_.2Y\7F89HON`D> MO',,88*AKLR%@QM2V(>P-):`9OU6FYBG^3J>'=B[6YI6>C;&4M_A_#F?^A#C MB`?7Y49VVSIEI>C/R;@J0=&L[`$\X>.W6(RWL+'1N!"Z'`H]!=*IFB2B`^58 M)P,904V:"F6ZXVR*)A;O&V4HT9$M,/D;@HBG@VLJ47P"?M^MEEG5_X?%YI^* M>LN:]"*]LG&VZAICUC30R`E9117O-YKE5&Z,9[58VP,[.LLMK/M\>J)'@S%- M)I,)39@R7HZ>0"!5$*&H'.B)&N4MIXC2G6IU_9[MH]T.C26"Q`3$'4/7V+DV M^,`SU[)<4-`17S4H/5XHL1U*7)JF<@;#9/W1O$X\\ M<4FY[84OC4X\&V:M+W73FWI_.]Q,RUHC:O/W/SHO(7P9_PDWATW82UDZ(8=0 M-*?L2[LK_]S\L;:S>G]U`N1J6C?OE-HM*XAQ,A M.7<4Q3"7R+&C",PS(:!\U+&EZ.C(HGJLLB)9$81A'0^238K":)W6(*P#,/?! M*1"SBU$^C#ZA3#@WG%D^?%]^LI5>> MWQRC6V\KJX4B^R)R%,ZABJJV14F1;X$"#PX&L1VHKSJ.K&1IM>X>A%^JW$*; MZ]0<.@X]A`$XAC1C2Y>?*N>O# M5,O2`C97'`T9ZFS1W?MUZ0A=8L*9^7I"^+AXO,NMOGH=O3QK_\]E[\ MA=%;PD:-3_S(]W=;9Q(,M>,3SE"S`O0I7[[U4:?+YL&3HR15>>H$\Y@\K;=7\<>G^?SZ2M11@++M M+X<%J!W985D/AHTE3?5BHTKSX8#X[2.D7%:->))FJ8B MH410+`56@M"=:E5O,7%4K1FTETWR>3I]J@O*:+&YA_3T.1NPZLC^AHU=0NCO MYK<(QX=B'$W38V@ZAM7=$\4'4/V($S49#)(Q35DJ4HG,D_\;Y_NHS0'`^G_^ MY8#M(`F%7/20!I$-T"6M-%31M2K#MJ4=_[MZV<`Q,8:9>>5L_KUG_/!LEUI] MV_N)H`^X(!6=TC-RH/3G5T*:R:E!J^>5Y[`H.5.LGHX-T5C*DR*D`SP<2334 MB9SH(03^1N;:'-)D,$9$&=^WN.\F0#%@>F'QX_ M41[MK'T>.F-EF2__5C1Z\G&97N;.(%A<_MH@<&W8`([YJ/A-+Z\T9+)/4(]- M+Z_\9'W=X+5],KJ-I44AH6*)6(XH9Q3W0@N23)R`!,V%A! MX0%)C6<^&2),F!Q2O3.UWLN_2.&Q.NK-T(87UTP=>-AOWDVZQ6IXKB]99SLK M7,B_`P=.T9DM!Y+W)>B?,='M>6<23]]BU;.8?R-HQP>\![IW,?^:\%\XYL]O M)N;?F2='28(!>0SU.>CO[RJQ-B>1/0S[^[M:+"< M1)E,#DI$%M.D?;Y1/#.4135;`G<]N%$\TV.5**5GW2B>5>=%XII'HSS1Q#4- M[E,?MY,SRO)"7MF#N&8'#IR*I[IR;=6QEBRN>7A(J'-;:!'GQS:W!ZL^IY7.\;A MW;SSF"2`AA@5`-4\8P8_"ZKAIJ!,TZY>N]M>/@+V*$>2X(KR:,-89>*B$[*N M3`.%/AB9#=DO>#@P16O[$CN+?X+SM]%?F0,&".<1YA8(F?/4#`7\'-,$$ MG*&!OEB^F-?FO[1:;@;SA]5ZOAM`-=^,OS^OIZOU;+&9Y_W:_W54=E_45$^1&[6A&:/\ MP%V\@]C,PYG3L:Z,G__R&Z,2LT;\E8%9N]MI2\=V$VQ/D6*&2R`B=FR#XC7-#A$(J M*N#"J?KNCHL>>31BNC&>D5YZ-0D(SK\Q06T`4 MBP\3`F\L/DL(K*J"M>_.20C&P!E)Z':SX$TY(R'HBR6S$@+KE;R,$-!T!5IH M;R($0CCF'`S("+R'$'CY(;S!O(4@&AQV'M85^'6=@R"PR?Y='[D?$(067)*& MBYC]E1*O[:*J66VK5V%,[I8!;E]J38B[]1]?UJN7SU_NEO,[V`$^__CR:;.8 M+:;K,W:9`;<$,P[9(H%)-V[I&(W2$:()1LPPBB>#))7F_[B::#(:X!0KV+7* M8?"4X5L7PZ<\L])`_]W#A_GN+6:W0:Q17XI)(O9I/15M(V&5!W)CU,'V:TR5 M^>@F\KHBCTCNBK+5O::0"Y.)\_H1)1&_44D,3":!M:H*DX;NWW-ELW+I7\)< M8YAK&ZACJ%M@#B/-L!CC1*0*)TQ1,-0N MB5!C2?TA)/F#9[QNCX:$2#3V!W%;]$TD;4B%!X%HV)6JVV8M)X@LKR7#DI$K M0>1@+'N$R`$B@IHQ1NBU,%)"?3Y&D=?EURL-`B*4G*EN-5Q."*6MX3)/L3$K MU`QQ=PEEN\O?SJ>;E[6QW)?YF^>=R/9\^0LOY M-KAW#BU9*Y+Y4]%N]PR2#.&)D@D;*F(?_X,H-MV^/I>FE>LL%](1P,'B$D:V;<*T7>'LO.7>W)0Z@FNWP049CV M?ZR-[?HP7]\];..*T!KZ^^K^G^'JZ]?%<[[;N]H;>?^?EX4Y<9/5&E($/6$5 M&WM'5Y$47I"%]^ML79&UN`PGB^S M-@F5+F?9NOFS<]8!&60[!OW2<6G:A].GQ3/$]KEA6EOHZ.@_8#V M>+/9O,QG9Z9'`Y)G=*3Y$%Q$CURPU19+740Y_.9@N;49(>R!43E619/O!0+S\YS MX=45HG]^[5TH&GCY87="&4:?::5QMY2<$Q'9?B))JI'A*VLU[YA/TFI[OGEV MW?F^T[N3X'JG0WZG.?K@@#"^&&40PE3#:7FM,,,L1#@"N" MH%II8JA0924B9_>03U;K_T[7L^UOI9_7\WE3^*XG[&*Z,T4N@?IL#C_,5X=? MTA=>^;F\'F4BMM!Z$%I%`ZT]BZF'X.FV8^HA&(29:G1[]?\,K0=F_V9#ZR'( M$WM!%K>8NK_HF7>?.HKHF7>4)T3/PN='0DCV!?(C5PPK>I=LT@'CWIKO?6&#'7-5+)H"L[E1YQ7]>MGVKPPZ)40*:7_6@IB? MC9QK6Y2O&<50U@A3A@?C!,EAR09CW`JT$B.)=-9]3G$ M'@3C14V^`_2R4_&\^+9X_@&_-`M.&*-$$QF.,+*UFK'"19KV%`ZN)F%A"-K. M'"6*2'*Z1$44[::48N17+0D;[198_`QVA^(;@MVMA+_Z6'>09P#W#<,M1>BW M6Y4;1K[['SH,PM--APZ#,/BS'/5UCAL'C3$'8,*8GH>4&COZ4 MXX:Y2W')5CPK?A+&T[.<7"^6P/*H/$:D5,$<*J@K>/]IXJN#]8V5%S.>ZR3S_ M4'M1"N^?!K[WQ"]0#Q^V6OJ,^4"N)A>UU=()V5Z(-U$T'88W;=ET&"&'2#VG3#:,>+CMZNDP]')8 M398M'()&;CQ;]G'4DXS3/*F&>T!)'L7L]H\2\?O!0EZ.F,EC"F)"Y[]S%GUH*P M$5-FC5))/=:$9VWP>P6D5PX\>P<=46;-.]8H3`'O*/O1X>&=!EX^S?%GU00B MQ&.6D<;5O>8=+5SC%`G=5B9Q!?7F'7,4ZLT[RGZH-^\T\(J`7\:D#]*UG%%S MO:YXF2^5)J+#-+3P/?%UND+WQ*M\>S,MU:=$W!-?T!6&'@WT&)7$NTB3;YM" M<2*[K2YW4D+:5NH@2J2*R67RCCI"V\([YG@ZY+U#A0WA4O6B--$[%W:T,V7R MTIWRGC0>QXA@CUYE5GBBL?F=B#2>?]0]J$X\@P37>"C.IB$P\^J6NJ,^5BF& M(0[&!E%":L]!K@PD*`X]P]>4ZEB&#&'?JC7 M.1,A#+^OKF0Q#*W]+UD,PM--3T,(PJ#QW`GG!*.?Y8K7H%_^\ANC3.$+LQ]+ MU6(0#J.K6O3O<<>0R_./$D)ME+B'VH*7+@81[UZ7+OH7$FY#;ERI/A8+"=HP^RBN\L4P?,`D*"-(C![S#6NKYD;S]>*;N5F_S4>+S=-JDYV]N_7X M^]-B;6_@%[N+WYH6KV;L5_-7T,?VZ>KF$92VP1MF*,"4E[..35.)NI^3KFQ&5A;9)ON]\R=18'351N?9;;8LY> M8;B%N>.0XY4Y8[(2[H\Y6Y!&I>2W)W/>F3,R1REM8:[',D>QUK3;$A$GYNP( M_QN4./^\D7;>^BQOE#'>K8?"B3<;_9>4:L6UOC&1\TX=B!R16(N2]78;4B<1 MX\H?=?)6M9QWWHS(VY5Q@2;2\+9GS3YVMD<<:*\)N M2^H$05I2CY8PRLKL9\^CPV\X.1FY3XKSR1MIY$;;2=0QH?&K)L3Y<8'CE++>0<=DY;S#C8.+><=9I^TG')N.)I&S"R$A1"LG=O2=IR'8TW_IV&WGCFRJ^9*:K$"IXIT1TB) MI#X!%I`BT9A6&R";4%5QV[_*2G3+_H^5":-)_VO_Z1*/7B)&RH&L?9$_@P1S M)0`)&M(=VX$8IR$\@94/1I^L%_?/\YE]60K-,T:R[AXFJ_7#?/'\L@Y$V#DZ M(F<,M"IG[GRY8'>BTFIKG_)U^9.&H7@1V8Y93%THJV*LTI+._N]ELVTAVE81 M3Q_?3Q?FSLJ;""SE=I:+.;Y/\^4F[S>H/((_#6#S6/[SLM@LGO/Q)O/L\Z%/ MX?/2OG.?"&;94)N"WL!<74E^J:#=!E.YTDOA/U9^BPYY]^_*^!!RI-4.$(K4D-4?^^JWJ)B52UU`G1:GA(+8D=K/KU]U5 MU=5UJ!W#-BUKBH5B*.9V8-!88#Q\M[S^7YA^KH\I0WI^"'L)Y$ENO>B^(%_; MR>9@.Y:QDV75Z6BN*ANVI.JV!DO$[,!&:?4D@+AK*;:IMLP>0P2]@$QE9H.I M3F`!E"<2>P_`U@/D*D7IRNQRM"/@27_O9FHX(BH*QLXJ:ZX<["/A M)4MPJ9J.IE007O(B.+K6L^5>1^IT7`7`L6S)[KBRY)B:V>MUW);1P8Q7,LTU MZ^@SMYU-"-P(END/)-Y)&\R0<4Q+WT[#4:U.K^7*74FQ+0PQM'3)[EJ&)'?< M7L=LV4Y7=J?0*,72O1M2>;3LJ,?)AHKZL/JG`P=K1U=F;OL;I==M17$PIDNFT74G7.ZKD=%U7@E]U77<5'=2? MF9A7=.CY>G^JT3$QHV&"LK6(V!8D;PY_%'DU''\X-7YMQT.TF3U`L'T+8A*P\SYX#8 MTS=?>VNIWQQ,IM:&#Y^CE&2L\[!+\1!HHCU0-6U-VQC-]>1O#F=US7=GE?\8 M>UVA>UUU],U0W12%A1O;MI<\?HDCO/D;M%[_E>`M.%-_)M#H=DPRM]!=X(-_ MVZCY8PK%K=:GU>WH/=6Q);<%".J6V95:+1T.!*UNMZ7I[;9KZ>B=7BX[OP%U ME6#)'@\?LLSY/DF:BA2FP$4]TEBX\MZ!\#*(N:I\.YQ:2_=A)#X>1-8RZ_`Z MJI;3#UL7\.P3,J!I?[X]1G%Z1^+1?ASEC@>'1DV?AK,4C@I$KEH=4Z^#1J"` M][FZ99CVBE4QI:9,[DW8CPDP[@YA?\.>2A])/-M8NR8H.AH"<%36E'+>]&K$ M+0"2>=;@>EG&35ID&,6$/7?GO9"D^Y+&7A2#\N7%KSJRU+4[%J#8:DFV[AB2U6L;AM[2W8[2PW6DX#IRM#D/G`.B4H:? M3M#._GQ'@PL67:YR+J%@N6\6^VVZ")M`)ET4613QHEO6'$%EJK^2)Q+NYEMP M-#)-MO:M;PZI+=%1''5>LUKE3%CVU&W4@H6SM3['P);2LBGO M9PZY>&@!/0*^<-,T]N\G*3,W-ICM:W3IJX:Z(=O?!I#EJVP/9L-CH66C!7KI M\BH9`J<2(5]MV:_-8!?R`I$+=+RE2A:T@29HD,[5KZ;UA@)9(&D9[X`?,G!: M)"1#OQF;7P4M9D%S7D9-)6O$]"KS#*P1Z(HM*Y9L5K%&5"2\$HCL?'H>(.JT MYKVE&I50K$CYDF-#D]BK4S((EH8_9X\H6"]RH\XMK>).XMT2,V^_C_4=^Y>N&`UK(@0P^^MZ]']#ETP2`3-PCAKV@?FU! M[EN0=2;%F_%&H&-AXFG%G->YWJ!L=G7#UA)6^!KX"5-0R2`O)G4[_#:Y3_R! M[\5U+Y:J`AN/-PYS?66W,AL06`PJ7=1N9E&&)P-*51:#R5C@]*X8A5#3J@2N M`V7J3=(T1/"8HNAKT%A*V3HHOI(^\6D)$69-;Q@@F*_=7(/'&O+F0K%!.QY[ MX6O9JM`$UL$B2DNQV$MI.6P6A8Q[M@+,WMZ7)+,R33L&Q);[N.U#(4 M4[(4Z%UW-4TVLOMK!RDV6#[KC3(I',S\=12R<:U#GY:RN1GL0+-MP'?R=MF1 M*I&M4F\%&:6`JIW,9!^%:C3MRLX64TV+/=T.,[62FO$"O__*_G\'A+>";2+( M=8;"`D5=5^XYIJI*1JL-%-EN6W(L0Y?:L@%[PE#;LJ/_B0U__3%(/PS\IQ\? MT@\P8/PT%I+T-2"_7'URO_YV\UEJW=[=W7[Z69#'Z0>A=_OY3OIV\__=GP5E M]D7/_73S\8^?A3M_!`+J,WD6OD8C+_P@9%W=.]_/= MSX+]PU7VXKM'(K09?T00!I,^[(0$Y$+J`5Q>$+P*\#\A&@H^_!#-SN5>.!!& MWE\D@4Y6/N\7ME?Z&$>3AT?Z?9(+GE<1FG\A8?CZR>L+LU7YQ8O3D,3)HS\6 MA8_77ZZ%=W""%'[T1N,/W[W`!+0_3!_&'F:/SQ[I?'@OTF%BRZ5=SYYU/N1T MY/+P6G"%Y\<(")*BYY`,"F-&ZM(";GY"/R910*"3!P*]>X$P9N^9#6')XT+@ MCWQ09&$C+D%F)``)8%&E6Z^_1 M>R+"/2$A-!_'9$P3=O@8+#H:PV$&79"?_?21=LLV*CSF0S=CK$.581J\0FMX M@HQ3UAJ!PC!+^/0MI6>]=\4E\IOK?BFM!\%#-C_PASYMGT'=FPYXQB:POW#@ MQ8-$:$7PU_Q2*;VGYWYKE=^SM*,V?7.?;B"ZGG$."]T4?R]U=RU\H9"QEK#Z MED),Z9G'$R$08D(SYR6P84/O@3XNI!'=O@*:HD84.A@FPILDD]&8[?'TT4L% MCSJV4:!@$%&,8'O4)S/!H7C,?X(U#@HVB7S9PWFM'T18J0\?[T_]^PLMB^UP M".QMN)KRK;:,8+:SXOSZ%3^0S,($G0RHZUUAV'1)44\\V-K]=`)]`223`(;P M[`/+"OR_"'`OF((AB84AJ,=T>41)`:/%_?=3QL-G8JF:Q%E,;Y.5X7/#P30& MH@]X=*;P[5]:Z::AM+MF1^J:F-/'-DV05FY/LF59_PW.JX*JC;;$_J'`F)TYDN8T8FA+1?FZW\D27BYCP/Q/AJ\"I)T6(H^=GN4 M<99)-)>0B/_P\1\?81<\,!:`8_>G5"RGYU#38*YA_WAT%&!'$&0B^+=8DF\C M[Q4X/TR4!$AZ?T;ZS]O3 M236O52QQNK@7^L^H8._8$+?6[==.]ZO4OOWXT?WR#1KU`1QOG)`KH4^"(!E[ M>.M'@R#Q\]@;#/+/S_X@??SER@1P0?/W'\)?KOH$3V97PCWL6Q+C4_G$(_=M MD0?8-W=TM+\3;U!FPFE<_##(N[?E'Z:=_)0.RL\\9>^]C](T&DV'I*BKV^SG M^Y_*HXV7H&^_!?[56EKH>\MS_@;U8PV8$GM^D;`9TD2._\\-9WZ"Z M3A+@5L@RU(-N`=1[L.+A*#OT_!CI MF)"CS_GWE?A+]C'&<#;:S'0,4;?M2HW#Z#GVQK]%-'7*?4N%T@+L` MJ^>JF.=!5655TDVS);E:5Y5LS3#L5DMS;$NNP;JR^E@_/1#Y2<'@YH?`S4;, M]!B3@-FD\>`/AR0TS%S<49RWQUX\\*RP]PW[$\ M>95.;XJ\]OCV!_%B@80#@N;]Y66.OD&V/-^KABR"S*K4>.OS_E&C,:4+C6S,=C31*7OE,:HRX;HJ$J3-L@.M)JBS9G!:3*#DN]$:0//W5]Q/`QYO/7>GW[LUOO]]E-P;_ONG<_8Y$%V"%UH*<)=+*0*?I.^FT>@5"* MO\N,D-!3\DC@\>N-U\WY392ZQ43=12EU?YDSXV330P/5V$1.P_(&Y#Z=GU/X M^GM'I2H4#73YWK!U^H$%J/WS']-[%7;-OB:.A;9?^;.&H;0PTC%+0Q^\;C[O MR[RLUGA*E9VJ\F0LTTKE?H`Y6K9WI]J@"KNZ91Z!/U5,GG"M%XJOKR!C/:V' M"B>W%4N655N6>H;;DG35^D#' MTZ*H`ITW.JV)\/SH]Q]AQ:=^"JR&Q<+&,)]C/_>HI]IX/7;K'BJ\TQ#8O^2IXSS2T%R?<\T,VCC`*I2&KLTT9*548EM)$ M0\N6$0B]O$/&F>]EL10H/&T^%]P,Z/8#D!$LOIG&N16;89"Y#Q`S%[XDJ_5' M2KU0'H,=%:40FQZ$M"^0;.DCVMF,]KV@/PD8'I,DGY?T.9+H:*#IB*2/T>!$ MHM=SQK2$$E@R`P+\?N1CQ/_]*YL;I"@D&"^(B2:0[Q=RP.*T#K(>:2?9>A*S M)0[R+0'H@"G`@Z5>$*1YZ2+21S"L>CP&ED)?P!H(*:;D%+.8P'_^8WF`&GGI M/WKA`V$"G(0^K*\PHH'QB_'FU'NSM(1$I!G']3Q_LUG:&-!/(1).9#'CB!*F M?AA#KWDJ"`H,+OC98H.NF99#:_A>"S=AMF_122/#K!BN"5LFPAWF"4&4`/V% M[J&792_`B00YBV62411(&)NBA+D0$;8J99 MKI-GUTNHI@>1573/.")T-ICT&=O-OBGR61P($^&K!DTI8B,9K.)C\R*^R,>* M2D6>*&)1H6%*=B659KE"0[E6)95F4:&!MINI-',*#;6X;:S2S"LT",'F*LV< M0C,GBZJJ-*L5&EQF&ZDT*Q6:LE!8LT&Y0L,5FHM0:%8OZY?RLL;/<^OVI8)E ML(YPIPHY(!B#8&)E<8M-Y5H!.C!'@PU/G- M"`^&FB?XXH*A]DQPXS?5UL%0]-B3A4#A2?(%$VD6-,$LJR./CMK(QW.5F8<[ M?/(QU^OP>;P=LM[)Z_/42'#T+;%M_(.CBX:N5VI\(FY..U"KRK*H.(URZMIE M;C5;5'7GL-0V7^BMW]+=S)HT7&F-+U[5K#(UH^&)&IN/+RHW4[$6%M$[1;2U MK7?,^^-NE#T0:QE;^[<3O9?VC]7Q4MI1[]_]"4V2#? M#JS]UD.99HJV8M:OUS=)A&O`T0;1!';GL7CH]F\\32'$$>0([EN0G^ZY?R'C MT:(;W4'E^:ZG.TL3=<FW*X4F4*@>6`K62Z&NB89QX#1.7,Z?+H_E"'($ MZT;PO`[LJZZP#RK*M[VLNC;54Y9NVY9:N%;JR4QX<+(.;$7ADOITN21'D"-8 M-X+-/Y&_D9Q[9?#/E@YH_+DS>>Z\=-1=G<@.J^?4Z3!V8'V[1N>P`\\9=P3; M8Y;K*&35P*8!G\4HS\-*HAWMB;:H&V=M,#5$XW0)?..=6_1P\GGZFG](/1_/ M&XX?QZ]._,Y52:^44N(4-7E5UFI+=WUHR@S1TD]6$3@'3;Y),OR^TF?NWZ=^CF?NWZ=CL7N5';ME_7)R_@=T64_UWRA9:Q=_M^8C*(Y^?$@ M.I[$F)V?YL[,4PNBL1JSO;'L@:R7`$>0(UHU@TP[TU>1\4V(53]>:M1-9SDG?,O%81F):%\K-'%*D*]H@%AZ(=>V/>] M`$;EI62$)?A\^!MK17EI5G!QE&$KP#=#@!T7V82P$GYA`6U6S^]TJD6]6?)B M'\6B')47B^*OWO7[QA=PV4.=*GUMI9>EI:F$_1=+XC/Q1O6BC^2)!+,Q*/N% MOUG$JY=,_&45[;J+4B_@K&:MM*S*R]_YK`9W5K>+%^?:R%[XE8"Z3JB^CD5] M":CI_?],_)@5@8;/:<`4>=#O@\@+CUN)9)DEJ9KQZO0=R3A2]2!5'9D%)!3# M$E6YGC1T9TKM>=V^?(KB](&&_I#XR\NIRTJIASN9<6?_4IO+KQ%_;U>6GMV5F$SP3W MTN)>6MQ+BWMI;6[?X5Y:W$OK`LV0'*D#(U4=F04D3$V4]4MQTCH&L>?EH[4Q M+\V2X@VC^-F+!]##>!+W'[T$FC_$A#Y;/[_E'D@QS\SLX'T\\CA_'C^/77/R.88*H/&L! M]^YLMO\B1_84/4,-7;2MVNJ*GT=$G7'55R-+TG]=2VHG?,CM'J M*7_"'_7J5UM7;)BE&48[DCB/5TJ@<7I#J[2[X2#_HON"=;!(QT_Z0823L/]4 MH+UV6W:PA=YV`03-[4FNWK(EQ[5:JFLZ9L*`_'Q`/AT09BQE^4KIK<$PBFE=PS&) M_6B0"&-X%%V7\([WG@31\^ED'SV.8[NM']^QW:C/Q?N<7]UX1\,]>)?+:ST2 M_R!>+)!P0+?[4E?S.?ZUXRT%GY$WW&WWGW[U]`F^+(=J('C/[O.-WU3;OT19ZU]R4]8+MRSROJ/%L9;G^)CW_-QY.<=^>XSB5(+-,8*M\00[Y/C> MK?CCML[0\H'K$YT,I8:N7@BEAR:T^:*NFBNE=._U_R*@XTWM7L<7>COZ<-FB MJM935ZU&HE51T>JI`5LKT;)]`J7FFB.WW0<2]E^%`;E/Z]KAW)^WGJVB-DH3 MN(A5JLKJBJ:ZL6%*-J*J%K&I5&M.Z)N[+WV2)(6([&0<$V^VZ4']CZ.1\*7W[49LNE:@ MB:K3J&/U7J@69>?`FC"W)7"%8HZMW*:/)&X/XU8G?J<6['X7=6JJHU218CR915-$^M`FJ7A)A$G7]!`SJ7&YROL_Q MNS3\FG]:KNBX3E@TZI:>Z_RY,WGNO$S,+,8=.<,@NUF:720):23$)#2)?B0*=4NT:BK&?B0*55O\+WM7NMPV(JN0K@8%\\ MXZGB&JLR7LK2G:G\CO[Z>4[ MLEKP"7GSG=6KSHKGB"2^Z\]1XD>A@$(ONRNV4O%:Z[2CU#9KNXAC$$Z>RO>+ MRC,4ELBL)[G,)8X="/""5-DOJ#)T?KP49F=_+L(EBI.G]@9747A1 MQG)N@9:6Z2KMOKBABH;6ZKT*153D@H,\?C&EJ@%?+R" MVJW=]17?+P*41&391W,_0<%7S)`)V46Q4416%U+[T6R.0A_'11;SZFI=J^L8 M`VG84WJ2KLH#J6?T9&DXZEI#33:4;M?Z83&O&2+W?BC1R.2=P@I99+](F?R. M12-0@52*_;_P.V7S\P3-_&#Y[DC@,X9_PZG=AH>:L7UDLZ$FBU/^I,2;,L:- MUU;[8&FLK3F;STP9""SYH4?Y\LY^DVL)7S[VH9P7$F(E=0&*&0 MLE?XB#"[9SPBV//8SVY'N(-W!`EB]3-\>&V0H&1!.Z+_#P4TGY/H@=U3VNE5 M7(U'<(9UF43"#..$=K(9;$,]YY=X?^3=/[JI@,+HH8>(%XO"X]1WI[2_;`@V M(HQ"IPK3I4N=^:$_6\R$D++C$=@A1!/A'X;343<\I#0+_`@6!^/_0Y,[SI,_ MBG2,>([=Q'_`P9*29`HS#*EF$"A\YN,'2G$Z/.V$:N(\@#J`CSX=+M=2U[/= MK`T4$BA.IW^P\I(``MAY:H&>F(QS:/RN#;EUI]A;!!BJ!!+_`0&-;L(X(0O6 MY_GMQ,#2>[HQ&DF#05>3]+[L2%W;Z$K:J"=KJC%T5*M;>M$_5KYN)VVQWZPT M#Z0EI>=2F"*/E=";1$'`;NP*WIIJE,'L.0\(1^"CL1^D%27ISTP2*-^H'J76 M@3:;1S&H(\$N5)SSF,#1/\`R?1AYL-\QDP@_FQ0,%*_#AS:&CYR, M_'"T=8QZC,Z_"'_>#.X^O!,TNV,>*#R^R<2.[$343T:.ET7]%,&+:!2P7Q#A MYU5*,XL63];9`H4Y3HQ-[K9/CDW2UX)0("<1]M/9UE."ZP;7C:IUH\7Q\G%2 MEUED&O:5AJ'W=%=I]Y"WW-YV:]Z#J.-371LYC>$(I>#BF,V%;E2@6 MIMB[A^U6?[,US:M8-V3.?*9<#FHUTW9=JAL1C"5VKKI['L4-9%/FS&?*Y:!6 M,VW^XWWC9;"RA,:70G:]83;SDV;6<#,=0]3MQI5HR7N)632MJM=:[`J5:B#& M2I=;P[!$3:_F$7;YHBYR6M4Q4M6Q%E MLV`0Y_K),C7IZH6$*):HJP7;JG;E61][M]1/)4(TA]LUS7-0FBZ+\@6Z)ZL! M1ON2P44KV#&\1#U0K09L,UR$'K0]J0-'Z:(@J,137H0$<9)QZU1G0ITE%5,: M%ZYR^>"$:FOV.UR0R`-X!"),%LF"X,:?-\(&B,E-3`TUAYN8AOEJ6[0LAZM2 M2R7D(@C5]J3\J?]NP9FK+?,^I-><=S\H:XS!6AK8IP$81J>XK=WSKS!K1D?^>!:.:. M&^=^%5'6&I=EGV/AFJ@I#;@+>A&F@Q.*^V\N6ZWPWW7QUE\V5[G;XZQ5JW$Y MPEEB%*?J1\/<1M0K6394T;@\/3`J?['%]>#EOK(N=1XK^^Z$.>_'"=M5^G:0 M1`1# M_<7$#^_S)8!M^>[4K$P3-:=@**]J5VB)2D6GCVWY[M3]#EETS&K>M9:T0D=T MK(*3NJ;MZQVW[I^XY3Y9Z*Y54;5SPR:\K:\V7>NBI>>VV$4NK.[?G4IX114= M.[&+>/=EQ7ZC$FUY6V;2+57@//_%U>C'4` M*ZT&F[C8A:FBKE5SZMN2[W+2W2I^EZ(:11&=.A0CX$%^X8&+1AVA%RW&`2[1 M^^8?M&:A"Z<>UQ?.\8NEWHM\6++GPZ88W.S[*_MYT=Y\LBF_K///VW5@\Q$1 M*%+MX7D4^TDL//K)5+AV`:LDP00%`L$N]A^P)TQ(-'N[79R4MG:AICTF(Q9WQBS!AQOSDRY;+9, M-G=M\]\D21B&GG"'*%&$7N0M!4G:-(3?;K?U_`?X\=>?%[%TC]#\W:T[Q=XB MP)\G@W58>;.Y#GJ'OR<]*.W\&^U!^/5IJ^%D@MVTD1O-\!WZ_I5&K5^Q&X6N M'_@(WA>RN:U[8D@\](>O>/+^"D?!MR]#6S9TW90D15=DZ5^RK.C?;N\&WS33 M^`;/5Q154[[)5X+OO;_RO6^&9IB.97^SK+XI.[8L]4S#D73'&$B]KFE(`\NV M=$.5=9TV@X:_P=*SE>\+6A:G]S[?W7W^^$[81/:O#O69K"HJ?+\3ZMMO5A)^ M-\7"A(;UT:,?W@N,-X(?"P@"_"UR"=%$2.BG_6A&LZ#EYAV/\PL$_',2/?@Q M?#>)B.`SLM/.OM-)H80N"R6+)")+]HXS%I*(];73B':RW^RY\02\XF_V+I0. MR?JCPA)YZ71P3"4%>^^>Z."+B;[_C.F0CJ<4S)>?90:F__GWW[M? M;FDCEF_-8TS33QQ`_NE2)KV_DM.?Y\CS5C\_^EXR?7^ER/*;==3H`@G(E3". M"$W/X+.=^&E7S;,.3//-BTW!JHWZ?)-S_9X/S8C3'9 M3$I31#:O\;D"6,Z1*_,H0R`2.2_)<[4H89G:92Q3Y0IT;I-VE.3=&6Q5MT*V MCB\4,J`+6";G9[N6R?EYN;8_;Y1ZG994B`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`_3A^Q3J$.IQNG&Z<;IQNG6_4C_H@*NS[[53!*KP=$ M>@Y:Z1:3!Q]0:+IQC).XFXR03^"4L0`L)7N@]4W9'$JCD3.0=+/?E>R1VI>4 M0=]61[9EF99:-I:2>01*:;2&46(`2O%B-D-D"=='/]Y^C047$>)C#U[/32C1 M0,`6^-(`BFS]-'PB2W\]/I%6'69-FX=N_/OBTY]T*S*'RZD71XZ_#*\`+J?R M!9<-G%/Y@CF$SG'_\%+K=E72Y4:/$8M?=%J MP6\VF^8TC]L#MNM)<+P($@A^H5"4$$0H%&(4E&PDSL%\W1)-IYKK!E6*O";* M^0L.-775BFC(!3^-;-L5C/;B`DSL4U05/YPODEB(B(#B>#&;LX!66,38 MV_F.]C*+/!P(U\K;6H>[UXHBZD;N)U`U?JJFB)I6#=A56:RS\N]8'>5;TSS8 M<6UF0'O;RKQQ9,*U6G/M-$0E?S):8^6\MO)78Q_UC M>>GM;?ZK5:7Y9BWWO<&"'/,E7R$MB^M6,4SG?KVN=I73C].O^7Z]$0\,<>B= M^K3PA=_E?&UF6*)FU/KTI7GO(XM=6`EO(=OFNMN$-<0IR"E8-05_@'?U'$X2 M@T5Z%E\B"S:>`"?](OQ^\VDH?1C>_//#78;H\.?-X.X#^.TUPM.1U54+JZ3( M=)(O`U+:CEA6S;=`F0(\6>7I;X_*"6N_W^@+\4/7GZ,@6`H$3P+L)O'683OM M94X8?)@0SPE&GG#M^;$;+<)$("C!\5L!T5B&_FF.EC-,?QO/,;M+`]=LQ+3Y M#!&?=N\]N9;C`X8%CK.N.J^6J/:Q4,W!PJ^8DC^FM-\P+B,U95C@_[6ZT$0# M3OQ]3AE,^>.B>"I,@N@Q!]6/X=:]`&WN6:"Z*2*XAV+L]:/9'((SN0DC#G6W2NQ[LP<6'='FISK]YX*5ZJ:[YD>/QW]M`"K!*$KQ"P:7B_F*%\7^`\=-U.MK M5=-%WK]775?;CY$S11IRG/U5*? MEU>Y6%-4[-QQ2=,6J^BBH?#GKOM&H-V7+#G]./VJI%_3`O57[<)EUWKS[[^5 M9/HME6:B2JUOP39Y.[&T)9:P==@V3]ZF^Y:<@IR"55.P^8G[\0/H/S'86^P) MW0=,T#U.-]V%`4JP`'<;A3\XHB+_KM51[9G.EE_X7=[G3T['J>9HI>!U&1VG MUE%LWG6I':,&H6N]75.!Q[_%@6`7WK5Z@K<@H+G)%-=6 M9RU1D:WBKY!6LC93M$RMM6N3-95?_7V=MJY>Y?(3AZ7C8R(`\!/2` M_(!!/DPB(DP6R8)@`0&\1US[RDN&J#J:J&NMKC5JB++JB$J]4]B3'Z.)LJ*+ MBM&(YVCU46`TBTCB_P5H0MLAIAO%23W#2%FE^JJT<7/4I"IJMS2,-$3+*6%M M'+RN-.0SXUS@=0PM3*`VA\%:Q4*TO1=%?YS\]`RRC0!8*YVLKOGBAZ'(#"UI M3V/ZL_>?!1S\`'@=R"/)-TQ1I(S&/8E9=`;.IK1[7J MMR\X#)XOYD]J(O]%O4UXBU$< MA90I5+>A8&6YJZ+B]V\<;T_[F8EMYG]'$%C*V^5L'`5ESY<*"[5[Z7QW)K)K M4'8M4X`2T*8XB;]0M^HNSP_[.'1Z/:T[Z$NCX6@HZ;(A2_;(,"1+MNSA0+8& MAJ64"/N8!N+VFST<2'L+2S'(L*7@'S[\@QD5*76-V^1C[L!?!VSK1OGP'5\) M76G^`+D2)HK"I;#**6+F3K1QBNM\VI"+)OH^V1 M:1?9V#[@VKK!PDMCA#53#C,"/H%1J?2R.!%E:TKH/YCEAV73_J)9YOK+8-4/ M4497O`(:S0"X-R7JBDT'T4;CE$!L>2Q:(GB""8;@B9+R*:^A!5WV;"NV2TD% M-/J)8=G"3ZS3CO`A>CS0QVJ>N_WX:;5OV@8T86TR"=U-4=P@8C:3S>2G%"0<;^OH MKH:>+=WF\GQ1\NQ%0A@=$^MX[84\80Q).J')K;ORYBLIS:1S]WP-[>F@ M)--!TA]F#`)_&U*=M9U&`64JN`5(&?SQ@B5LZ6*R^((&+G2(1S\(V-H(=C'L M%&P=Q&?1!Z@5BU!$886YGVHE"@4TGY.(+@OF1_SXO]*$8,Q@]%/2)@L2=L!; M`T'72Z%!Z40A.E'YI*ZE,S([=B]PY)&Y1KD>+49SRJ=L-(UV\5EGLKX M*DP\K'<%:#22^,&66DRIM7U@KSY$]MN853K! M[%P@C3$BB$H\T+E-OP%+/^(N9G!LX>)8A-:! M_U],V]%5C?%VZ\>I[TXQ;&)$KKL@0(*)3QKE70^'"^M]!,JC)T?)\9JW"8MF MUO$6XQ?]B#;:W@0ZY(E7X1=MGLT@ZX99-^#JTXSZZV M=P_NIX`B6S8W%*E#4K$]?_WM:CY$R;(L4Z+8I&K/!F/3?'3]NM[=7?7'`F`P MN0!:(EC*\CCA+ODL23)7>)$>I4I/F0*\BN^<,._&Q!V\$R?Q\T7*;UD#I^7T M(%_T(\\7"".FHYS,38<7^>$\8LB[^O@T\R^S+@39("?Y8L<@SIB7^8_0HXE( M#E=8*<0"3@!1QURRN,[A;^+1`>4$0PCB_GOF)S[<]A%DZBG7T.SIXC-2$#EA MUN8+Y,R)[VCY41:9L?_R]TYG,5/:V6NSN,G-0HU<[/.@B.GQR@AXAA0,!`." MAT],/_MW]SSR@G"(YSCHV)D%*0$W^8&9:/BOPP(PRAZ-,R7KWT>1EVF=`"") M.?E>OG25S11[#8N0:,C^O2GO]KC(?/#[DJI\W,"%:8JYY37,?<)BMEFR/E[V MY^ME8P97PIF4A^./TRCA-C(";BSQ9NH-;F::F%EF6.\!<)U@SBW9&Z,X(45& M&":21T6@O9D?%4^/E(Z'G-CPA`;!RRZGN7"F7DA/"N10,8"Y(LW90.;!QP\<>(?3!KR MO!EC9DC0\2T%693)L]0%TLE'Z8*)-X.(763?`9[,A"/)P2K"%+?C`L?;$8,)>8HN5;(11;E(,$[C#!R#9>+&)Z'N/*&U4H44D@_\R2T%\"MSA\`T[6Y_%K)Q ME]GXV^F71:9Q1GX`.ZP@9<9Y=%PP,_!9UGUR.;ZH/$,?&5N"YS"%D`/8.XF" M/.')'3'&P6RB)TM.#+(CLB/P3//&HRZ-!Z91ZE%V.I@O+1/P. M"+]FDVEE52JSV?P=\\4@4FQ4C68I>-#(D,B0I08,@+E`_=V!6QEF7;]G4\@: M0*JW8D7!>%9L;,:=9;S$`^]9',/S\)>,Y;+'>1#)K]+0X>F^`'9APNXK%M9E M7NK=C/T:Q4]ETC1:%+X5G>5_@;Y+,XD(?/8S7[W+WEE&;C":(ASCF]#8N,91X$?95J"2U9]G[AR)^8I[^"X*.K#J3JWGTX1=:*@LL^&&49^G:$;UW`H@N^*8/V,;*529C*_8"%\K),L9( M>,;6Y_M5QG$T>=%I7,P)P2Q5IGHIMRO(KM'C:H*YFE[F>VQ>9$``]OK\"BQ" MF23.]]^4"X$A;.YA3`G%*Q*^2#>B-"SDPLN@Y$8IO8^CV=T]FR&>Y6/?HGQ8 MONHKSC/,% M_I<>V=7U0_PT]J1G?MS:EN5%/1*^;6/E64H^KM&F4_L:'C@CK_>0UW<+N?@$ M:X=&L(I"M=8^;*J]COQL)W9G??[BS5FF2QV[ANG:?N-75Z MP]3U+?CL3W(,\4/\,#F[+\?5EOO8]90[KDWW/6W/<370.!YL5@P11`3;1E#$ M:JO%/]_>8PC^DQ;YSD'3WT)?^JK\SSV(I(F MGH%J;)7[R](1_;124[R6Z]O"68`AI!.:W@XE#+4*432;_5.:I;=KJ]1O8O.L M2/V:4A,M"L(K4U;C#<]Y:!ZU9#6\FQGJ7J5IVQ4M56%"I0J0N>NR->GB@2)% MMHDF=^Z6PZ=I,-A>AF'Q?U&5WZD)A#`79M=DDS]FGA$1$40SN*XC'?1JD3+*SC MKJX(6L]I;E:=:4369*+8[11>:)8VE0Q-DQ@J.K$'JV@0P=VJZC?LLNENY[S; M;,M--,LZ+*?W,:4#J$Q=-)7EA517EU&5('U`%LN^2_/NC6FT-AW_X*?W\]T\ M[`U_!M&(V98O>8^N:^H$Z1-[;SS]*!W-$Q:G?YS^66DQ3EU:''KYY(SO8S51I)O;N66_(E=W&\B9B3_,:WNRE"4W3 M@.8UM)F=S)X_@BT_11.4K"WO$FG2,=\8M4!A5M>;_?'=+_F?I04Y.W$4P^OONE>%M15)N_ZYX&7EY`'UH85Q'-WY[W MAG]7]A9<*FTN2.GVVTJQ]9BZT5WH_\TWET$]_9SB;!JSNO/1B*FAHC=I7BZ< M5WDO&OSFS1!>7ECB+RL_Y`3`-Y5&S7X(#6GX;94F=WP9*AM$WK@QF4'CTJP* M/IOF=]",,NNS(/%ZZ-D7Y@T4BV:H:\KNNXPH"/DYH;S,L%8?_W`A:JN]L*]A]ND!V]6N)A8=1W'7/>^KB7/ MUY?ON.2YD:2("/69/DYI MF'1&H%6B'>HU8*R]>?UVZ(M"@"_)6FTAVL`$1AM4-I5^38E@]%BA6% M6-UKF%#7+A-U*$`EZ"Y;9A!LWLH]H?%/W^4=BBGMC&`;2L-J7!A*;:-SQS3J M;Q15\(#?6XI=\J5/GDAJXQ!2S6D^TJW:NOO73C#R47U#W`T"%6);`FQY%MO^ MOB4//-]?@+E@'#/F@C/KEF^B6K&)NBNVSB2Z?KLGR?/3_6PD\TP)&-]$F*8O:2[`GZ.(V264R+3>MN3#T_C>)R MV__"@^F]DTIN-`M@8RM_E%;WWL-+@BA)GA^#^,WS?\*O__AME@SN'&?Z^VD4 MPN:SF!\[N/:3'V=^X@9\++?T,3T)(O?'/]G3TC^*)\YHXL;^%.Z_&C/8CET7 M]MTSM?0MCD+VHYMIH*]1^O]H>NQ%4]B,[T8,BL?TFHX_O:=1\/W;N2T;NFX. M!HJNR(/_DF5%_WYS>_:=V?WOL$]4437EN_Q>\KU/[WWONZ$9YM"ROY]Z>2H/3HYE9:`?G^C6Z:D^M*SA=WCPGT!O3F[33&)7=OX'^?8] M1CZM[#4VYP/$F723)CX,PA9&]81)'/VJB,0_=QIL5##"``X_R>(5L*(B/G9.S@3-DJS-"V3$C>=Q?!I."I4"A%[+G"2 MQ!_[+F=T[@U7#D_!$2_VAG-^,(6)40`G2&*FLN`8#1.19#9A0EH6>ON<%7J; M1K!#\R**:2XQ?(K\1?6[3&]!WB+=N=B7A!:TO?N%4[=(V_PS<+B'>26^6ZB) M54A5;B_N?9<=+#J^.17DJ%0%&(E-5@\:43Y<2(V M>W%VS.?>^0FL%7.:V:7I_5/"9CJ0F&9,*)OW;,:?'9>C?+[?_9*=H\EGG!\E M6LR#\+-)`-CB5?A^<=B*O217\7&)_+/S6$GUL^5AO8]`/7N^H#^94C>CG^MY M)^2'^&8C]A33"NP55:I<=Q9G0($I\+DQJ1H0;IBB$9PNS(Z>20&]8V-@=B0H MK4TQ$O8*9PSG\QQP+0NNEO*36)G[2;-7,HL1)F,:Q]DYL]+22?FNY?E+ETU: M65S=80!F)Q0#G\Y@@BH?!_P@_B3;G MDXPI;4^:2$T5;'BBB*?P=6G+,LSEO-W""AE3L!`9'/TDXE$ MP6F25QK_0J%DA^HRE;&`PILQ*(4()"+V+<(!\K7[F2C&RP]K9 M.6('G,-<.5>^#8P!WG2VG=%-YTH>%#/H:9B<;'2P86K38Z?;3FR#DLG\JB_. M.I^*H3/WC8:K?:.?-)R!%'`MQ[P6IJ/=\GP[$X&(.3')&WR4X8*/`FH]6G8R M^"&QST\7S\;=4(.*'\%8PE0^Y89KR5^[QIJ6`SAR(?5Z2:2Y<(^[IP5,))SN/ MX\`!NX8)>XC\4Y^#YZR!P7H"(*BBG)-G+1+'J_B]A;_05W2,#I:527F_P% M[&4@+]-I4(18F0H'H&D\\5.F@#\N9$Q@4\ZH#+YJ#(7BEN>N0ZWS.9`N* MPV<$<0,!'V8JJ*KW=V#2F]7\_W<6TKGJ7Z'VYYAS@A6%+'IC1?YWD$:#+PX$ MB4QX;H$EF?!!.0DBS6^2+C(PPCMVF0$+(6;I]E6U]6JKH"BO1:Z9)"3YNV^* M?8\OV(',"G!O@$V+ER6[F316/LA5!?@5?R M49>@CPO0F<,:PR#X")^-N*`SH6`G>&RZ-%"GU#6\=U6%M;/8ASZR`69YVY1:0TKB>M\MD$"H@F3;_;T+`X+![V:,%A& M)"UK/^7O8-1,YIGO$O6/"_/%(]BYYY'/$GM#)8K-YS03KLS#XLGRJE"SSW*? MC?-OFONFD&6).1][/,H-O24U45EK(YD@,'39,(*R-M'"1[)4T"H=LW!?4<2J M,@E^J16X5SQQ?LSK154Y%4H@/4UIGMVK@":>I#WS1[@6Y/%WX8&0JEN2.1%P MF0L!9U28QN5'EGR6=ZNJ?FP0@68CK,:?6>SS]@BT6W[(\>P.$B4O>B(9.`R_ MTMB?5?-%["7_'>:O05(8W-RQ< MX>:Y6C8[3N8%2%E2.E-BS'OP<[442Q#8I/ECL>,GM*J'0=%%C((YS'0%S,X< M9K<*,XM<,EC<#!92'5`>I!5)=A@R#Z;`LV9&)2SRA3Q-"S+*2_.!`1UGV#@?7W]\^9EO,6,;?^H$+^LY<+U`<+P5;)W)S9P; M7Q*TP^`\DM,N59D@+6O9.59&S*0HL@\=6,JIW,0^THI'RM M(,>B*$AI]Q<00O>8WH,_;39VQ,F^Y0F;ZR.<3<:&_(87,1.GZHICKH M^*U/E[W`8//47X.6OB/.8C4%]_H*@D3S%9W75@),4J[N+*XGO+`Q@KM>_*T? MI?-5NQZ6]CLL+3&4J]'&FS>YO?OE]46 <8GA\$J76L8_%DR(7CQ_\#>S2S MSB!?J`,K`]Y5>`W+8[!S_<1)_*0\5[*S0R&*HI^HMFP.3F3E>*"?F^;@^/C" M'!C'['=3/CZVS[5]'PI9=XKBHNQ9X?.UW]EDDI^H6#%[S%;0R8(*F>3`+FZ, M!2:!/&\.M30"K`^MOT5F.G+EO+K!!0SR/P8#Z006"Z5;/MR_J.-)@\'KAL8T MWM[_0FVO"05^NI%/=[XF_>HV`/'=Z$@F['^_;M9]0U];O_[E3EU\2*--9_4U M*'`R7F_+\)FYDT'%\]GM#'2._AVWJ.@<_5WH2;)3^GFS6%0[:XWGIGI]GWU) MP$\[9U'8,R]ME1-W$GE/RTY<]VKYK"]GET566+P.QWQ(8^Y749^;^RA.!WR+ MO`Y&O-<""_LL;F`?:G55Z8+Y6@7064?GFKR[58BG(O ML%Z:'5I$=7M80F1J%K'43G5+04[I+Z<]%B)#!9^E?+HI8W M5*"3\IWZDXG?PD(U.@,(63<<"8.8EHU$H^_T1F7[Y>2&1:FIE!T20^UZ`%*C M67J72$8NZ2>7],MIO5CNA5@6GT>5>@#"0BRK4_UBD4_ZRB=]=U@+19OPMM*H M90](>II>DT0F028Y,+?UVSSTY[UK%E*OXUE:]F39ZV+*UHMJ![=KHT]:`!5G M/Z6F[Y[I*2_QV3=EJA%-.;C=?WW2#:A.^RHWFRC42D'7ETG=`YS+:C@OM\(K MNRW46GG,:ZVLF(.WJLVFO_EV-D$4$45$L;LH=BWXM]8ZK+PLE>0M[YZ4\@8U M(4W3HG'JFSW6O5E90VDG*[@G`G7"/*H^$]C>QJ5]Q=7,$QPV/(5]#ZV_9JJ( M-[IM2AT=U5OUH<;TH1?-1@'= MHQ*N_U%A;1GBV#9)B&./<>Q^WF]]J]3/OC/R`]X2K&8Y6KP/[]O+?5W;B[$^ MXJG3Y*3LG>TE)?O>:_+ MAB,]TR!#M9W.L#C?/9WO[GLI&Y?.#]!AP?NZ<5_7');]U[O?7BD>NF5">%Z_ M;]L-G0UOYNPW==UW3=:KQ=N8.LDL?BHJ)^VFXN>>)E_O]U;LKFHM5.K=Y_Q^ M.7^[KAN/0B""$&CM=-C`R3^$R>^[X[?3"N\H$B*(A$E,O9TBHCC_!S+_/=S) MU:O=M(@BHH@H]@G%K@7BP[>5\*BLAW:I(F;/,X_,D[#;Z>ZQ)P+[O2AB$:4; M^4%QPV.LA2F&)`A\'TY?XXKL2">67EN383'*#ON]B"*BB"CV"<4#BF2[4Y$2 M`]EN$]CO0%8ENB;`V0/T`]'V(HJ((J(HCA_89NIP$\^PX@XVZ@#6K?PBMM]7 M][2BI1)3%MKAJTU9'XDR;:(9Z."]537WK$@)XH@X(H[]PW%1\_['8""=AYYT MRPN"G$3>DS08S!4K7%TUZMSQ.KFZO;WZ\KND@JN64U)<6^6TEAX;)Y<[>)\O MOYX/_CJ__/,OYK#9<.5?EV>W?X'_]V%IL6T5]7R$-;W'?,"G5Y\_'W^[80\Q MUS5PI@E]+[DT")*I`U53/KV7L]^GCN<5OS_X7GK_Z;TBLT%*HRCV:`S7%TS: MRYYO\;C^H32_`1WGBVOYTO9+K,2?7WYH7LH@D9R82C&=1G%*/4AV0M47UTGN MV:LX?2F-F2,<4Y>RVSW)89,_=7S^`Y'2B%>(H8\I#5/VHY/RW]W89X_Y#GM' M7D/&<=UH%O+%^+N9[SFA"\=W?K*;V!6X(1J/DWRUGCWB3.#NA#T?4QB"!U]R M:9PZ?CC?YL['/J$ID:91PIST*$P85.D]?V'B3"BG809GQJ=.#`5K\HU)0$Q2SF/3)R$/D">`)>G"++*\HE:<&K&Y.NJ(X3>L?U''RY7'"S*0O]\T/VR^ MG)\_H[[\R*ZNXZ?W^ND-(@"[YKI3[5SWFSR*10.^TNRE>:[F&;#4'8[`YVC M7SUP^G+3SQ.GJ';6VLQ-U?F1'[*7I/?1+&'N=O)KD[`N1G85YVR5[U8) M_#J\`K"^*BTOCEFWOEL7=]7BF'',.UK7VY\,KZ_9>',?Q>F`Z=6)Y(<_:;)- MG;@MIJWFRLI0)=JPG16^'6Y1[WGE5D3JL`6H^QLA-FO*N5`F/-\@NWU7SF9X M$\6HH7VJ0XOH+;6&1TY!3NFUKUIV/PXB)V3*U?WWS.?]&**8UW="=7MH0J0; M-E&T=O:,(:<@IQRHIULH8%2WAR5$AJH1TVBGLVN+9*M$AK:O9CNM45LEW)1E MHG6C^+R@2G(6>C0&%W6Q,G.Y5PK5:*?4*$+6CB92F/NF=BK3WQFR^^ZUGC^Z M-$FDA,8_?=ZU,9G&L'A?Z&)/&L?11/IV<7.)VE=LF4+(VLE5:C:QU';.&_:= M['XYOY46D`[N#L(Q']R8N^],[;^_)#H#Z#\)"]E.PCAB*.WT$N\WT5WSG=:K MUB\G-RPF3:5HR@]JHBX]`!FQ.K68@ES23R[IN].ZZ[Z8*#Y=$A^%J&H[_>*0 M3Y!/>NRP[K2W)LI*IV3%))K=J?TPR"B]992^NZ_?YDD!*0HE?R$%.YZEL[AN M\564I2[)DF&:72(9N:2?7-+#2K.]*CR.*"**B&*?4.Q:VL!Z6TNI;*=0/0\6 M_9`=F]AZ49Y-]);.!>V)PO:6\/=%H$R&)JXS83?E'F@S@>_#Z6M^>.BFC\X&1,$;"KQ%HD:&%2R@';7001401 M4>P3BMU//6Y8=6A>YH);M)V4%T+7$N$1WFU3S=Y[WGN@$#U3L>T8HH@H(HI] M0G$?"-!L%=(\ZN/Y'A35EB&/;)"&./<:Q^VF_]2U8/_O.R`]XL[&:E1;Q/KQO M+_=U;2/'^GP[[WV\T/$/ZDC[H1/RW'LTEM)[RL87^[P=='EFEX:IGSY)3LK> MT5):ON=--!N.]$R#Z$H[E0]POGLZW]WW4C:N"AV@PX+W=>.^KCDL^R_5K]SC4,QSL:+%%*O7_K$DG!B\+W`]^'T-:ZVCFPBU[<\ M6!&NP[XRHH@H(HI]0A&C7_0AN^B$8/3;?0*'(NRT07<233BBB"@BBN*XDV(Y MCVUYC'C4:',4GGL7EDX43=@-B]M0)KIC6/MPF$4T$=9#.N81]JS(`.*(."*. M_<-Q4?/^QV`@G8>>=,L/])]$WI,T&,P5*UQ=->K<=SNYNKV]^O*[I(*WEU-2 M7%OEY99.'R>7^XB?+[^>#_XZO_SS+^;SV7#E7Y=GMW^!"_EAR6U:13T?84T' M-!_PZ=7GS\??;MA#;A0$SC2A[R67!D$R=:#JP:?W]EY+A[7/Y3F-Z#CHL_3KVM9B3^__-#\*'(B.3&58CJ- MXI1ZT'L#JC:X3G+/7L7I2VG,?.F8NI3=[DD.F_RIX_,?B)1&O,(#?4QIF+(? MG93_[L8^>\QWV#OR&A".ZT:SD&\"N)OYGA.Z<+SH)[N)78$;HO$XR7<)L$>< M"=R=L.=C"D/PX$LNC5/'#^=;\OG8)S0ETC1*_*PU_(.?WO,7)LZ$))H.(YBEW(>F3@)>XZ](>]'(CEW,:5P M3O3C:T*R(`?9__/+GO\3+O[CMUDRN'.\7CA__#Y2^X(4TDB_42:"$QE5X M#;4T`)L3)_&36X;O"1Q6_2=[D_2/XND_&1B?HR2Y"B]#-I/9&=;R7@X3^^6: MCC^]IU'P_=NY+1NZ;@X&BJ[(@_^2653Q_>;V[+MF&M\AQ%!43?G.F-7W/KWW MO>^&9IA#R_ZNGIR>Z^:).K!4Y6R@#S5C<&RHPX$JJ^J9=J&<'RNGW^'!?P*1 M.8VO*("YM+TY_N.JP(3;%\(_NY3^KXR'[X!/HE#RY\!(?B(EL\G$B?V_V?R/ M:!`]/#]\O_&`N0I;TD["ZQ^[HD%<"G*QH3;*GS=SE#?R]>=*ZZ5'=G7]$#^] M04!DU\S7U%XK>).#M>C/%'+V?V3^?\P%2/-$US.$&=DMY'LX1YVLFO>X=5\-TCZRM"EC[@4<`Z MN$,7Q[SC^[JV4+99PZ2%&HY;K)AM,75U5Q]DHBL-+SX(0^R10C3=JDOLVAW< MPM!H*@+4H1?;]JV7Z;^H=P?YJOG>R?T+\]9'%4QBR[7Y8,^,OC6Q.M'J-Y/= M([$'L3VV+RO-\ZAN3]N4MO[@?B,QQ`_QVV8EM!L]JK:U31HQ\Z2=H)N6MC:^ M!C&-O;K4>R(,_>AMFQOJ3&RMMLD7V""J1%"R`F;.W.R$V%0+:+;0G;_79=VVA:NY%8-J8 MV+*PIFDKRBQB&4([Q[4W!&G$U!N>L[[9R_V=6=S^BV)J?$00$7Q)/SP[%_O\ M).#ZLWR+Y_XN0S>:T%OG\1LS^.[3[D_\R>;YV?F9;`_L$]L8Z*?&<#"4-6-P M<7)V(9\I&OM9W>.)ORRLMS^\?-XNR#?-PP\^_)!!)#&,\LUO?JEMRQOKG?O; MX4'%VWLJG4:3J1,^2?=.(M&`NOE1UQ&54C9V?DS5D:[/+V_YP5LXU_K%"9T[ M?C!U1`.?PA'>M/(B1O>47:X$,'O>H MY$S9HRX_H"+5`92??_?+P@`>_"!@AC4%&I+9Z'\9 M3?"V,?7X06(_FQE&'6S*AQ/#['DX?7Z2 MQOYHE@'%GDWNG9C>1P%[?0)P!1&^+>G\+X MF<25IXD_2I=CZ=N76UBQ"1(8^[]G3+^,G^:30?A[O(C!S"AE+RCN&$=Q^>$D M==)9&L5/<(;9I^/*1+#AI!E0>@)'N(^^C=$;'-(8<(TP'OS%9 MN-/G`I0=PG>CNY`?3H8/\'F.,];)3MDS)F!OH(],LC*&6C7(0O_X,1MH M,F4H0E%6&-G(21A<[W[9A-1%$7$) M@CH$`65S!UQ&V.^%=-AQ&DIC M/_(6AEV\*'+=69P((F0W<^U=T?N+\O:_,^\.F(II1+ZXS94$"\J8ON$U'C@8 M3+NRR?.3>T!CS+!A"N5OI]#XW@JV\;EBE291##,:^#\HL`'#""Y_7+"<)=*@ M!SD_TI".F7[EE2.XT@,!@;_,JT2P/Z?.#YC%D+W8![,#WX3O+7^MK&K![53V M@HKN3D#7`R]/V67ZZ$R8P/%;1D^9;I@RM3&-?<8:V2BXB,T84\)^(F9>%T:6 M?6Q"*>=;J%B0,@F";I3+7.5D9C]PXCOH9YZ)AQ]VQ MI#H7)J#O0+ M6QW8AGTV.#FV5")58BYAHX5LN"D,MUK5 M!`PJ&'0?=$)UEU$6`&1V!6PD>#SS/R[:)R@V`W):6B9@LH^53[*'JQ^-*?-' M$WABP@2<.3M._(-Y0![E>JPH]I-P]?&2;YFLH2?3,'X>_RRLCIW^\9D%'<%< M2I7YW\[^J)*XRO7QV7^?:YU58O:"`"W*V0WEQN^:ET]B$GWF)RYSJYESLWN) M.QV>*:9Z;@XTW6(29UGRP#ZS]<%0U>WS"\NV%.5\WV5X5L7@7Z.45G2H6EW8 MS/'*C,5U7MGI$HHN3;C>%$SDE@/T]"%BQC$C`:KOQ.`)1TS]@^C$D3=S,^\G M]!;DALL%>KHVDKJJ.5S*>JF[](>?L0 MEK\+G/,B?^0LQ/VY7(\NY'`6]63$E+*3>:T.FR&NY?F>TSSV#SFO@1ZE$.H^ ME>'?I-R-!D5PXC*"8^9BZD-]Y$QKLWCQ"5S;;-RM44V-*#U[/'H#Q!?RW MD#XPMYCY*W?@Y;"!,*]V`K7>V'?+'`A$O@N[X"3*S!"+QCR?F9R4OZ"(@T#L MP?/Z9ODP!&(ZCO^ M](MWH"8['$VVTI2]48TM5.*;*Z=!7M\1W]PL1JT)I3]XHF?"@JX)\WCY&#,7,1?6^3?8"Y;4 M5Y9W3@O134HQR<)ZFH+*A5OYHUZ9*(6_W\7.A(T3LF7<#2U/"C#IC;A6]$.& M979&'_SSR)T!H>SI'Y1.X4[&<7'T0+,L5Y9^NV>^.7.M_\6>IUF2P"_2T,S] M3D`_D%)@(+'N8P$3US)L"@CC"8,$EY=<\S`\7G4P%01C4D^R5EB.D,UR[/, MLM%6ON$$?,DB*UD*RPD1),2YJ[U+Z_"X:!W@]Z6`\G$#5=6@N_VBKWI11COW M_MU]`-LAP+(7[@,<3\GD-4^$'W8AS*&Z72%,0WE[(4RSO6J4^.E&/MU\<;I5 M.Y26!?0M7WM6=?M9[;]*/6US170_+ZJY)F&Z)HS?Z4:3ILL9GE;=HW?E^>:$@F2?&EO"8.X8'A@>[E%O6)418L%:L!RP-%_[-+W%/<,^@ MM0$5;\JT6SI[7!U4Q^J@C58'K<2TV7('%@4]Y#'/)<_86RN3OVE32?[ MTIP'<:"Y`2]BVT/N+9XE1$YI7JMV@C_ZY9Q>%MM-LPAN_P'%0KADRLEHJ*MDCVD4JT^M6(MJORO:^9M1B->L.'ROON(I9*+=\DWSFM=J08 MQ![NM4Y1F]0RGI>MEN1Z_Q9K&QW6+7_LR#:(83?#QGTK']&?('^(G-'XB M$"$<:H?8F<$FBKCEC'=!H&434VNGL]OVWZSQAN[DQO;%X2:QZM<[Q6BR6'"` MY=K*YO,QK=L0#L5"!+'0+!9>"ZOYD0%ZP0#]6BBXR@_;\.(+64OHQC3@+F98 ML8DZK-T1L@L\?*1J`O;=0N75_,0;1#.;F7?,JHD:GR-^B)_0^(E`A'"H]:/T M^[8&RU2);/;:%U.'.C%M1502T2EK/J(T3&+I#7,`NF>B*GK$#_$3&C\1B!`. MM:ZEZ-:?R3S/=KLE-8]AXGW"W"?:44IQ%^<^P\+<>!:,_2#(BFC/5^FRVO]0 M<9N?489%.XDZ,92:'CU)WV@8/GUQW'?5PC\W>=D\`J7K5U0Y%>N0`@Z,-WV^ M%KTSD3G`LEA0*4`1'G3/A#2/B!_BA^Z98*AU+4FW?J'N6TP'T+)RFYH[&]Y7 MLU"=36Q-V-U,6]"E6#(QM4Z=_.EYZ<6FYWM(=+/A9&S?G#V-:7$OFHT"NB^[ M4?^+8KHKB"`BV([+UR?,5_6J95[YENP]8[G-N9/#9^7]<6QP^O7>+0)J;9 M^;Y5/4\Y(E*-Z4"!Q:;[_@:V2^R&K#0L9ZO:X5G$,MKN-8.HW4J'=<&ML7`T#EMH:]S;Y'D]@ML7=BH:G$&J)> M1`807R^*H@6+;HE+^[PZT3C1(I;23K)\3Q0>#8ELU*80^R9V==YA-XD`WAWF MV83,Z0TE,O?!66*H1"CZ4,+73/?7>]]:)O"+J/O1!IMHMO" M]G;$'$[S##`D6M/-E3"%(VHPB/@A?D+C)P(1PJ&&2VP\&!P27>GU"ILBVT2Q MA:[?WFHTV`4"E:%,;+MA-D4'2U15C?@A?D+C)P(1PJ'6M21;UWL7ZAJQA\+V M^Z:E!UMY;DUF,6O28^JZ,04(7G?)3^M3QTJ$$%$4'@$A:!" M/-RZO^.C3VT'=4LELMU'IX>YJ9I-;+6=`JTUO]GSRM8-\S+1%)D,E8:7R-$Q M%->X((*(H/`("D&%>+@MZM7?4H=]8]6HKQZ+17?X4IX4[ M?)\OOYX/_CJ__/.OV[R55-D+[\.2$5U%'1]>36\R'^WIU>?/Q]]NV$/,E0V< M:4+?2RX-8.\+% MX\:'TGP&=)PGB91?U_()?W[YH=,HGD:QDU+)&27L9][_+!I7=SRS-_&=S=!4 M)HV=,/'Y38[WO[.\>$=,`_8&3THC*;UG;YID+0=A>S04SH6_L9=4=DH[=S'- M?J+C,85>=%2ZH*-XYL1/\RG+^Q-^W!FGR=/'?&9+*[_(5XI:L?NBLLY0G4]^ MWG]L,T8J>$?[L+F+.^>WEQ[9U77\]%X_C=U05W9#STO8Y[6G8O/&D3^7'UDCIM[Y]N+(*?W@E'ZY MK%WO^*H,B:6U<["Q1:H-Z%C0SEG'%JD^L@^E"::E$EWO1$<*<3W&[O=]512B MUM\:VC&6/U+E;7B^8]36UV2=5=Z:PGPS;/^ZK`#[?3@4\4/\$+_NXG>(C6!M MYH?TNLR*IA*M?H.PIBD\Y-S9GAA`EXG5=.'7V`BV=V)Q9!FB%6G`6>_N MK/=KH:#++5]E8NC"^CL[H9"8BK"E_E&'-3__*E$,/'9]H$$ZXH?X(7[=Q0]+ M5',;9IK$-'N=>%,TD]@F.FJ'ZZAILD8,M>&=.^BIB:KI$3_$#_'K+GY=2^EA M/UB\K_OW]7TI\7![U)HZ&8J;N-X%A>J0R%JG2J!BQ+=3!AAJ9&@TW*ZA:VY) MU_O<*D0U>MU,356((0O;RQ>U5O,,H)(MMD5@FJK;82[BA_@A?MW%#Q<4>7!I M$L7L];8O0R:&)FSO$'33F@]$%)-8,OII!ZKG$3_$#_'K+GY=R]MUO76N(LM$ M;_K@6RN4V2;15&%3D@=89K)A1F;S;:L-+YSUS>_K4Z\F1!`11`2[CF#W-[;T MJ16O0F19)UHO_4.%&(9!5'&/5Z"+N.,95]F,#XEI-AP4H),HKGE!!!%!1+#K M"+[2+/4WS_\)O_[CMUDRN'.\W64NX:SJ-XM0/[\[\Q`VB9!;36_J8G@21 M^^.?[&'I'Q[U?S\/4S]]NO`#&I\Z*;V+XB?)C<*4W7E-QY_>TRCX_NWPJ8JJ*=_E]Y+O?7KO>]\-S3"'EOW]W-)E M73M1!J^H=.RZE(V# M]Z+E(_K';R\,<7G\_Q,%LS!UXNRN9-\4F.__^36J#G9I/-EPB_DY=9+[BR!Z MN)E-IP'?UNT$\SE*RDG:&14G9V=GZNGYQ>#4.E,9%2?FX/C".!W(\K'%WJ@J MEJY^AP?_"0R5\],RTS_KQ9LN]N+=/'(H6D!796L$/W^-4CJ7!$VO>FU5L"1` M4`((I&^;)(M]M0V-:W:RALVF]O**RWUUJWSY_N M?"O)[=MW*O+:GI/S)L#LHRO;`"_I@2UW8>",O-)0%;3S;B$7GV#MT`A>;JM] MZ$)55WMAQ]QMTLG<[9LZ?M9$T\_[>]0*Z;8)0&LFY(8Z493.]>RI2:QI$]$F/'CV&X,V8F(_;\\C,+=]S3 M@-<#^>G$/L]%^F7S.YZ/WJL4'N!2_OXMEZ&9Q+(Z%4[TF2^Z;^3K:Z_0DQSO MIQ.Z[.UI),74"22F>IR4SC4;SWLD-$VS-1QX#7^Z*PZ_!I6*6NHAT();;!M$ M-MNI_]$"M2P*V*(S93_C]QTZ,TPG/'->V#OF[@MZ)T**%"*U%U7;!;TCKF/R M;1:[]TY"5VBB,:^(R#11>A]'L[M[T$@/3NQ)T_P9]KAS%U/ND73&$U&)K7:N M>71=6G63F/+!>%U$MCJ1BQ1%]M=X(;/08]>7!;XB[J\G53JC$&2##.5VBJBV M("0&T?2&.UV)0ZQBD:'2B95%<3V$K;2$$\(^LVIZX_K\ZO7GNJ([AD0SVSGN MU@:MNGXHCA-SF[1.J`U1E,0U=:D_Y7G)+S?73.X3:1I'+J4>BR/B:,(S&4GG MTI:*JA"M:4X0AUI;([)V,)Z0IA/3[D3:4ESGH)H^`,O^:LZ@+2./R;A]K/(< MBG^@Z@U[?;WU#LYO;D`7)#,G3+/53M>9IK.XHABD!S^]E[Y=W%QVQ4VP6$S= M*2M=D"YO`.AE,6.%2UK%`6 M'(8L]U>JEGQC0/E(%JHO;S>:/]`=?\/2#N4<@`[%?SOE;O39LO3+63ECP;Q' M0R^1ILX3K^#8$06@&\0>'DHA#UTA1M-..&J`>AI@@\*GFQ;67"S'>3X>4TBV MT:PHR:WS>.VD]#0*4S^<^>'=U11*DOI1N$59T5GH9T\Q^T_?2QYU_8D3))_> M:\^*=:JGIG9QSS$OU/^%.@"7=Q5>4W<6Q^S)$R?QD_\.HU%"XY\P M#9?A=,8(8GBX?N#SE^Z^;*DLFR=GAJH.E#/%&.C6A3DX'IZ?#G@]NOAV?,D4?0OW0(%?=M]?'7V\NKJZ_P/60LENOKL_XG9=? M_X2G'_^03J\^7UW_+L5WHR.9L/_]FIF)S&0PD9E&R1]+IB*[^*RRZ!_2Y_/; MV_/K^0<6!E/8$?O#']+@@8Y^^.D`@!TD:1S]H`->E)(/JG1M[YG7&@5,!""% M[#.'5DIFDXD3/X&SRQS/\(X-RP\E/Z631)KD,RW-$KC_,_U)`_86C=W!IC>1 MHI"]("Z80!H!%SS/1K<"M=H,U/RKFV&]I+EJEH-=2\.+I6'?`.'.R-ZT&JTB MR]N5H]7-MY>C5=NK"8N?QD_O[-.U"F.NT2$OQ#^K'<]=NZJKZY+.E?EFI4G7 MUR9=60%8VGU-6IR89Q.S=EZ^Y(DU?B&6?LL',-\\7\Y,Y:_ET\_/X>UL(FL] MT3)@639QZ2_YZL;2U6I^L7)Y:>6C]VB>/[HT299`@.#%!_=E^?HTIHYW&,!< M5HOFKI5!:,,A03RW=`,++2=^FO%22[\K=)T+_)EKLLUW60>^MPI#A2'.D;[MN]CFQ'(ZY? MHCQQ`MB[0%9WU9'*MB<=6+14B6R9Q#3;7LQOF$K%)DKKNT&;I5'1;&*I;9]- M:YA&TOB>KK8YU22ZT?:Y_*95CFZRB6SZD$]_W?7--OON?Z/^&Z.Z9XQA&#HQ MY;9WT.R)6(5H=MLUR?=$ZG#(#%,'C.\K7Z_Q!@&W"B%0'9,>TS"()6;MVZ[% M;==TZCR5U>JR0E6=LY)'AJ42H[[MV*[=U+Z(9&YP_6J.W2!1&Q+5J.T$-TXC M*OE],H.BU8YKN\'MIF)O*I&T8@Z M[$`*#9D"@3I,Z3F,:!/J'\90#O$G]18*(3H"E4)$V4*@Q%-"4&43+7A_>`*! MZI?P'&K`7>P)E\HMW]5-WI*?)#/J$2FD&(<+*5X(%`(EGL(V3**9;9>\1:80 MCBE4$U=]=V"T3YVIG[*1_,V+;[26+-\%4Y@&D8VVJ^[LB5:%V'('2$6EB$`A M4)W5,J9)[*8UZJ%&RS?%4=]Y&OSE9H&+]44Q?!91X!`H!`J!ZJRMTRUB#CMR M0*P+M!Y(^#ROA5BI^.V';C#SF$6'$HF\B*;DQ#XOC@AV':L%X$AQI#C2]??U M-S`R-E6I?IBD\0R6#P?)E+K^V'GTI,G?[8OQK=TNYJ.K'LCA03V$&& M4ND`J>AC"Z7T#G"DV^H4:&[6N1R=B(;G*KV'MKB.FT9Q]TX^*M:0V,,#.31_ MI!!9J;V-JQMGPE2;F&:_:50LHJD'P[),4>NU]RQT8SX-A:AJPWV^-C%&E?8* MNS3I;P9TV9#E=5-Y-XF%HJF/>='4%;/P5B/4]#?WP5J('6*'V"%V(GP3L6L. MN_9SG!O/YYY<*%71B6FWTRIU3R3:I0>>E$;L M%;O8F[\G)U"5#3*4VZD=LK?H:SL:&W+A#WF;"<*#\"`\XNW!$64[:'T+G4;2 M]?F5T";W2--U8FE[K=:-(H/P(#P(CZ#P"*]6,?3=,/1EQO?U6QLSSRAFS8O9 MD-@82W=KWA$>A*>W6@.CX$J%MA<*K;*H>-&&&I>5@:M,JH? MA*=K\.Q$.YM#HM;?88A.79\_ZSEQ*E&&S(VSA3U"L^J;F]': M=_^]YHPK0X4HIM#';FI29A#3%/JD6UVZ+*(9#7>G:$GYZ(9&+!$Z;W0LF-28 ML?:BV2B@>_00ZG]4,/<*T4/T$#U$#]'K-'K]7;Q5:A0)CZD;W87^W]23O%D, MM<'3>RI-:>Q''OMCX*3\&NRS7%Q=?X&'0\K>QQ[EK[O\^N?ODCQ]_$,ZO?I\=5U]2Q:P_BY- MJ.?/)K_9TW2CH)4#RN/=S^>WMVQ\Y6>*`\R0^7S\[8:]P(V"P)DF M]`VPO@3"F\F67!H$R=2!MIZ?WLO9[U/'\XK?^;V?WBNR_.&]-(IBC\9P?<&7 M7"TED,$H'M<_E&YO0,>%&__K6BGCSR\_=!'%6=)A%C,T*>PM3^_]1.*30^!/ M[$4K=IOS?(3DA)X4^,[(#_ST26(O\*&%>"(Y,9O8^^@A9`^'-/VX,S&37Q2S M[25(47P=;*S;RO'?.-6TZ*.O]'#3?(/B,\"9DF5J MCEU0S64]5B`W@A]>7./(MK^--IWAM_G]!SPQA(+X-DJ= MH#DP>N7C[?IK?7D"Y_^PGSC0^=\XH#[R(2N?WD>SQ`F]Y(U&?0#^@>!0J`0J!W:,5LCAM*!=3EDBE;J$40*`0*@4*@$*A>F[##R.C<%(4'H+4$ M]7]23W(2:1I'+J5>(HWC:)+M70&79Y+7,YA72,$4#VHD!`J!0J`0J/VZ`*I& MY-:/*O:2ZH--\:SLN.6';C#SF%O$+K.?HPF5G-A/P&,"YPCK-^!(<:0XTBU' M*N"8^Q+_&ILJ?3],TG@&.QD&R92Z_MAW)3>FGI]*3.'_V+^BWS9)HA-9P=UC MZ#8O=F/79%Q![AE/M&^_NC/2_:MADVBJAB%;$];[*KVG,8O6W#2*NW>Z4C$T M8FIM'S/>%[';G+'L%JE#HG=AE]9NW`F]:=TF"JE'JDE,J_;9^$X]NK#Q/`;0Q"M,5S=Z6#_5\%Q-+ZV>ZSJTB&E8K7CL;X*I%7!:RS>(#PU@ MTTXM2^&Q:2^A(3PT+21`A,>DK81)EZR4;1'=;-A*88)%;'H[WLRB[-FZY+:<1>L8MC MCEURT`VBZ3W,(AWR'L)&@=T%TQUMQW7")1.0V9IDMA;O0\I0+':0?.K"29GZ MCE4:2=?G5[WWE(X4RR*67GM]`*W6H5@M!!:![1:P;=^'E/7:NF$ZJG8ZBGE6 MK]\JM.^%2ANM8;>`W8D^'1+=J%VK!V.%@^*U3O@G_:6LMYKB`'-3_OHF-6FT MY(>QYQWWWS,_IAYX6+S<*;I3AZB)$5@$%H%%8'=EUBUCFVJ=&`%TE=GZRW:X MS[[=;[Z=/^H]@=@A=H@=8M?V-Q$[W&7*391U';J=XN* MB:+9Q.IK?8:ZF!!5;Z>&K*B(J";1#55\2%HR7KK)6$;!@@QO=2$UYD)ZT6P4 MT#WZK?4_*ECHA.@A>H@>HH?H]1L]Q'$C'/NR+TNIT5(QIFYT%_I_4T_R9C%T M4DSOJ32EL1]Y[(^!D_)KL/?=21*:)FS0?A!(]S3P)"<]P(R3HJE$:ZE3B*A1 M7H\+?-9$Q")JTXT,.H9(CZMY8K9H1X@<0`G/NKRB&\08-HP.)HK:_B@&3(@> MHH?H(7J('B:*1,-QT3_Z+778-U8-+,_*G%S=WEY]^5V2IX]_2/_ZZ_+V?'#S M[?B4>5%A%$^<($_6W%X??[VYN+K^`M=#RFYE=/$[+[_^F3]]>O7YZKI*998D MXO[81ADB#I*BPKL^G]_>,MC*#RP,IL@<\:\.'NCHAY\.4OJ8#I(TCG[0P8/O MI??\[^6*+'\H/7F7PDG(]](HBCT:PVT+GO8B[^3,1GFV]&F\[PVVP@3@R;F+7S\B4_W\XOQ-)O^0`^E^6L MRYFI_+5\VDDKBS6[G+PDU+EY?*.!T,W(,E M'$:.^X,N8Y90=Q;[J4\/!)S+O'S%ZWQ7UK=8NJ%2[>(P('M!?!,:__3!8UZZ MSC/TEZ'\T2)_227_<.<4L@<;[/64K79V2+]MX`=<5@Z!$E5XU(XX M<=MK1)58P]K5`MLRE"*:Q6LZ=9ZVZ,;1HET\4LPAL:V]]N-L@4B=J,/:?GTW M:%058MNUJ\8T3B/:,`1*1*F132(;S:B_0XT2+]?W8?"39$8](H4TW:NY1,%" MH!"HSJIJ55&)86!:`[EB[UQQ&%'LJ3/U4S:2OYW4C\)J0Z7.1;7*D%@ZJHK^ MJ`H$"H%"H#IKI?>ACP\UVKYQ@CVOQZ+H(%#BZ9@C0R6*UDP3>V2&KC9N7 M4S=6>QBSJTHS*UJ'$>T>NVX\(0BE+ZB1O-]KV,BXH!@1)/PVAF M!W;Z(D<@4`J&2-/5_,I/M)-(TCEQ*O40:Q]%$2B`JLH5.((;?3IZZ/I!Y&W+VZ,X0?NL',8_:<768_1Q,J M.;&?@*D'JXZ%`7"D.-+NCO0@K')_HS)C0XV^B$ZUR<%20=H263],TG@&^X(' MR92Z_MAW.91EHX/RC6Y,/3^5F%'XL7]CL*7SH.K$MCK@*!V$F")0")1X0.U" MS1Q9]4.43JQZ,CVJ6)TK[2"BS;Y*[VG,`C`WC>+N'5HU[>Z4:=F6UB%1AQU8 MB=L%J39NV4:+MFC1E/I]#3MAT2RFR9JNC-;#1FO0B"0KC[MB$AKJ]%+[F_O@ M+,0.L4/L$#L1OHG8-8==^SGFC>JY@)#X@BJV2H80!]T$X1.I2('6*'V"%VB-UK2/1E M>7?])MO;V`F3,8V?GX.1>,_*HDMEV9>RTHE22B/VAEVRC+=$1+O+`&!>!16`1V$,!MOU5`^'N_7'"GRD.AZ[;4- M--VH"!%8!!:!/2!@A3<\F,39((D#_@U[RZNW"NT#H8R++.,6T2W,"B&O(;`( M;*^`%5P['GP^AWDW2QZ1X_Y[YL?4`T^'UX`3VJW9!7\I[1040(6&P"*P""P" MVU%@NV![#BO!DU1[K;W0-/69Q\.>[Y;/@P*-FA*!16!WML`PM(FM[[7@$7(; MPA&5I*_USG5:/=#"4,11#/_81V=:5V2/3Z36+[ M"0G1](9+:70.$561B37$`B-O=;`TYF!YT6P4T#UZ=?4_*IA+C.@A>H@>HH?H M=1J]OFQC4&IT](NI&]V%_M_4D_X_>U_:V[B1_/U^`'\'PL\,X`$HAZ>.3!+` M9^+_SF&,G5WL*X,B6Q83BE1XV./]]$]5=_/485DG*76`))9$]E'==73UKZJ< M),1"?O&02"_$"N$GSXKI-X%D11&)$M:9GJL<$X4O8>+"?-\RE2Y)AW9/;AL;WAK"?;#K3H49 M+:@GJ">H)Z@GJ+]"L%E\.1Y?$C_/WW MLZ]WU]^^?\'O?0*/PKSHDS=??\>W?WR2+KY]_O:].$OF.@`[0AO'"SD.*)7H M2#Y?W=\#V;(.2H-)_0FTU]8SZ?_MQJV8_(A;41P&?Y/6L^O$0_I[Y60RC<"4 M0FMP?O"5!BI\/KN]@P;LP/.L<43>0,*U35NRB>=%8\MV_<=?CQ7V>6PY3OJ9 M/OOK<;O[(;,_;8+1),=2/P@=$N)3)0.QO/7Y^QUX?^&S)W]'-6>_LY[O%[!M MNVOPH*TDG1:VA\N").77$BPIYK"D"8K#%H1-`%]HU55."=?'/^Z(G81N[)(H M'PNT6'"JT80P]/E0^HF/KY0XIO);2-*D,71._25/"ON]LDNNUHGK0QOQ,$@B MRW>BCUNG<$.Q:/,=TI]=J^]ZE`E^7DKSK^J1V>QSAW&K\#J@4-WZVB[K'E1- MV=AT$:U#9?;IMT^N;WN)0QS\&OX.1DO&Q@I!L/,%OK,\TKP2]1U3DW5#\/Q& MML3WS"1MWL8XZ;8[R@A]MKK>SA* M?148&;SNY8=^CB4+DCB*+1_]I)(5"V$DA)$01FN^@NJ'DNU94?3K\=EX[)$6 M36)E4T9N^>39;_QW=V,CNYU;D1G_Z03\BX1/V?N./DQA^#GP;V!T$0.#?DQ_Q.6;,^@V& M)?V2-G[CH\O5?2+7A%R2R`[=,3XMP:MXU?*=#'X])H'W<'O554S#:+=:JJ$J MK7\IP`P/=_>7#WK;?$#.4#5=?5".)=?Y]=AU'DS=;/+"^7R7+G06KTS MH]LR+O3+5D]MZZVNH9I*KV=F$1^V(0XD73B?H1FI>X'$)YQ$OH2D`,[<.,7:>PE M$7UI"`)">H;!P&C#OV4I&=/>77Q74K7BN^S53^S=DSZ,SUQ]?)4^WCB^]NSQ MV1]!W*\TONGM2[/&=IKO]!F;<6+'AO0:QO(N@M$H\.^&5DBBLS@.W7Y"F>\^ MH-\!6Q#GUGK!A\_"$!F.7=\LO;D3WV5O1;3/8\DAMCNR/.#MECZQ]WN*=F%> M&7JK=WEMM`RC!UR@&]>M:^U"-2[;E^;YM0I[7]6/?]-Z74512I18<9)EHGTE M\845#6_#X,EUB'/^\B>\=>-?`"%9ENW7=OE9;AJ:T6]V+*ZUUT3F_['7.SJ[.>Y=`HK9Z_)O1[77,$I'> M,*F%J,$?]Q_/;-B$U$IJ"H$TX_BWEMYN*WI[$1(M.-,RU;X3*GQO@=M?:%9& MRZ9/7;J1[06HDS(=LS[U<7ZN`Y](+/-;' MDB^%9]'L8$KOV2I9'U8,+ZJGYH>\3V`9=MX"M4EUPS#PH/,HWP>]3UP1GDIH MZ>3]'!60!7#\B`)IS+F5:EAKME%$6\(YS+2:)@:.NGWJJ.D-^Z2ZS\=_\F` M(T2[JW3DNO@T3$+'(S3E:ZE3F)M#!F`]TPNLN$34G*2GT!H2'-3HV/)?)`?6 MVP^H$9/,I2X?+KP^4C%``P@&EL`%!3DIE M0?.*@.1GE?=:WDC?!=$2^#(]P!3;UCOF!R8!%Q6_*"M0W$0TH?243I`98&Y\ M$.:40>#/,)#R2+0W3[,\D,F.3M_L:1"\N:^\.<\Q`LV4=;R5Z47+]X$]J6,8 M6L#7,#5Z]6@/#4QJ^_R@/UO5SU#TT!Y7]:!1$CM.'=)3E3X(&!+&%C"#1YZ( M%S'>R;T'Q3%Q`ZHXGHWQR)LM:K4SVZ1>W;>%]EGP,[JW"D)'^?!V-PTT5'`D MY8U5/5ZO.Y3HD"H2^37?5V'P9CIX:GTLXP6K=%O:-HO[PTJMM*>UDKO&\F>U MN;2'1I9SDI7&BWR9>:Y^4D##AV%S0G4\(((/4*C<<(L)!!DE@U')8%B`.DRB&8SM]EK5FC=&V!WL-]BH>B_\* M0MQT5.)66YO:5DUV87')KBCC5)<+M]XSP4L\).43"0MZSXVB!#9FZ-IT>Z+Z MI"Y69K#A4Q9>C`XF23).^IYKPT\#$M)#L#1*O-@=>R[T0O7HU'[]A.;D@!:+ M'46EN]<3!L9DYVJYT="])W6F+ M5-!VSE^PR>C)`T^>E`P##PZVT50IB]\5./$$*!DS_K0*M@ZT`F2OBEE.23"5 MJF(9&'H`JQ\!W8,PSA64!V8Z6T)0DLA0V/TUF%+>`),=''!>W/0&IEG8#390[PE8F M>YK;#UUF,!*G]W-EX4K#=ISKJ*&MH&.*3.^%+3\M#X04/)7.<),`DP'SRGPB M\1`^XV&-;[0(?B\4#D*9"Z]C)[.&@GXO&`RR:[8R=C)"JPY^A0W>I]0,_*I> MG"%_BVH&!(ET`L.@'LV/4V@+(W:]*6M2/&)6W\HV/?UA2$`;)6'(/)+YP*O$ M9.1AA^`YB\*V*%N4FKC)9ODX4G:>O<%P3?N@M*F_^(6>@G.YA0H?R&:%T>DK M=O[(@DU`4JU/RPK_#FQ_&55<1(E_;]`%M)L4)+GCMR8;1N?EKPBC.=, M,$JSMHOO?Y11?,2Y&[1J.`3THK4F"W4-I\O@&;4B2CGT*L'.>TFW<'4)%3BY@.`E6,#^U)OI/NL:*H:^I-V41M!-_Q]ATY.MA=KU45&AE2]4P MQO?_*?2?A0)\565NS.A_T0M+;S2@TZF@QLJEZR[B=/=K1>8'\>)-^'I)7O\) MZXY6NF\7+O^*"F(N1_U(R[^L9W)YOA=Y.XEL7XY+M MK]UYFD&C`1'KFB[KNK+0N^M.:+F#\'Q,T6@6HM97[G"[ MYP1!/T&_;81#[^X0,+],YGT06]X$$M6GMU,3$<[+F12;M1]U4U;TW5@-&YX8 M&,;J;HX\AV'Q-TE];R^*>_4>ZZF`!`4%!6?)AVT`EU^_BK]A:!7R1#BDD\(3 M:71H>A\_-:@HQ2HR1$H:>T51B]=W-S+]+\=#2.@:B#T6>V25>F!Z'QI(@9.V M&]K)"$%S-N%PBXGG2S$I,!Z*'XJ.WI4B5(HP:HHNXU`]!IB?!A.1.?"J!&*> M\NIL^`<#PS"<(*,"PG,0X61C=P6[1C-:H\"/AQSB%2:[1<1?-5:T&@#+ M@D6#,'Y$.GP.+%^Z(^&3BX@$.LKZ!(T6(@$1^14&R>-0YT@7A4Q@QY*[@I,*HQDIY)2,KXL-"- M_J;`8,N&17>CV+6C'(XX2HF-(XMXDS3>`[D(K>>\%\0F$S]B',*"_4B$PL6- MABQ>A`=>4$`D]LTN4$+8=IX+/SEL>+0=X%0&=:/SCH>(`6?P90JO87WLHADFG5DJV,DT]V4K8_H2C_PN=AD M^&>VJVDN"R=3):9"MS<0CT<:C0,7<9IYT!WCG,1'"!RT,@9Y:KMC*LX]#K1D M&FL&]P05?54&Y/7)T/(&I\CL-*Z:AFH7=5>FI)((#`H0`_I_F*`(Q@309)+Y#,8(^ M#(QV*J6S=("S:;@#(F9/R]8"THFX5"`0&J!,L3B(NQW`.'RZ#1!K3U(V"HE-T&28L76*TGP0!B-NV/">1PZ9A6H2#CGV?V,S28`;"#):V M@Q`Z'`H5*9G(HP4XA$:::=L`ZYWF*,*0F3@KV=,8;3!>Q&,?O5]^8MJ>:/B0C MV.;ES5C<7UQ3EW;8J^I]0J]#*XMK]IEZ'4VH@F8OU9)FP@!T.)]SE(6HEE2( M,,;W745DX3`5EF?1:K`+XQ"#WF#:P\!+E0A&PA1BU0MLGS)GRJW8!JY%F$4, M91H!CK3H*2G]3'Y&S4)/JB9WQRPSRT",+DXOO=84>32A=4#@$J)EH?!5_F&<8434S?Y`^QGZF MPA;I'8$]#0-'LS6C`PM[P2S`^=2%[2<8>]KBOA%1]@8Y04/8"ZS`#KT*DN8-\L7]'Q-2!C@7Q*SJ-6*I<*BSZ@-TD)? MA41;8+&=N+/9E_CDJ32/2-.HLB`YWG=.3:4B'?(!99X2E`7ONY./YF.ESI;* MB0!&'7#Y2G[$:=PU?HY2>=8G-(PT%SO,*'=+9A!U,$C(@&B$E'R/Z.9A0RK2 M%2.L\5=<,(R>Q$,$%9R8!TE5J%3L%(5BR3,Z0Q=P-\=,*Z\RAK)"H';H#)7` MYCOI[C+P)V&0^!QM\5D#XNZ@)!7IEN)B[J`D`1O,14G+3VA/0Y>>_#] MGD6_%\Z'5L:F^9&)IQ?)TLA*$31'MQV:41(<.C%RG/K`[&!,LMP`Q1:R?)=3 M/`A6@=$RN8(;/4]UC%+*2B)2\L`Y`32,>1Z'UA/RXXM$1F,O>$'^HW+<]0>A M!9HK`64!ME.:V283X80[(+@[C@4B8_YVEI69Q[C3%')5^XTJF:D6(I/4^FGQ M%6X;TI<*2J(LKSYE1)*E8?",%J',Q#7W`>9)7O[/\JD2HJ.'AZ[GJ3MR3VF4 M>4JY,DJ-]*JO23IAKET^`ES<*I%3C?@1X]YA]/@,RW(`&D519+S`1XT#'0_< M".R,/"$'V_=H(I1\L>ZHGX01OP7F-,EVI"P]!H&#E3CH-*T(U%^?CH+ZJ@EF M7J"1ZTG<"@:M<6"#)H`!H0>7N0<8I`V&5,X'@5>2I34)^L"F+"FS,/.%H.:" M6D:;B)N+W,I)+[>/WJ6G3;28,<\T>M=B5CH&'_P#[92SP0`S5>'Z?2E:"[=A M\!A:*%=.BDEJ_CC[,&89T8N=__G9;EW*A#XG;,[*@0!KA77UQ8""A1P0%9,BT(Q?= M42E7S)BE[(^*-X?9.L'WQI9;0"&`GTCRO8R4[9CJMAEQ& MS$[74F;&65<+[!Y4I&,1Z5@:VG7C\Q2(="S[MR(B'4MUPB(=RX$SE4C'LI-T M+&4/4@:+HV@3"RPP=&)EM4SKF:YE(\^),:_YN?V*@FU2*AQ5T1=ZL2;9(E:8 MJ=;6#F6FRH;3_31?\#J7=ELJ_NL4K0NZ)2]]LC"6<403ME#E5J"?H)^S=>:-7;*WGV/A//UL)\3 MSM?M&C2Z;*JU+CVS\@P5,$IKZ\D1F+Q&Z*T]\MS6EA76,3U]1\4W!:>+LVN] MSPZ"?H)^S3^[SM?X==-&8%QWE-U$Q6S/N#8[M9VA4+E"Y0J5(>AWH/3;S;%[ MW2IJR7!D4Y--K=9WD5[9NRW*=ZMH*"@H*[IF`= M\V6F58O3++E3,J_26HR\0I>,":/=$/.68QJJ606_.C)F#_\K39::`/VMV+6E MD/CD&?.5TWH0:8T&:$CMEHH,1[*4^!Z)HJS(,'$P1Z?GLO3M6.4Q=&A^ZK30 MQA$K2!S-FJ#N>"?/8.V5H59&5*$>2+8ED[S*+,B]K14=:G M"O)D#0\L=))X`]?STGK7Y:(;\B^6A3@KQ#VE*MS1 MG-)O:?&F4O[8K12\?IU[%RKSG.<-SI(%%^E[1&O%X33-2C%;SDGS*%-9@@C/ M&G0)L1B/-8`^7%93>HA5FXN#P?2\8TRWC.N*&:0]U\9,]/3M""N_XO^1\*6F M3E\I-P@-Y1//E@PKLZ29O9^MD&#V/%*H&I%*B*-W>7YL*J,F-F(QM?.T37E4 MJ8<]>U.R.CW5]EG6_SE;]6W+,4Y">TB'R0IMYO7&\P)%7`[C^^,`2^^X644) M6JC'<2-64[=0)#O-$SVU9E!6&XEW#@T]!5XR(K3&_`_,!8Z=`9%!/Z>5E4@T MA*T3L=H'P[2D,5T97MET2P':##2O'`\JCZH'L&;DP+T_B< M#[!L&QCG'_8-='[\K5"G%-6=IW6G.B)I*A4CRN ML'+YCF*S/7$_Y@RDG)K*!Y[2W0Y\K)W,RBB52V_(\%;YM6[W0[&^%$H!FJAR MBJ:6?G=]W\7*[B2+E&V=6_;?0.\[8B92F<\ MT*9A$!18H M@46/L3@-*T"-56AG5WM!%AI9+S);:62D"&O+H+P("2O[%!(P.IC@YXGF^0+E M&Q+U3T4(TII4\*H;5]ZDK$_;I!*+"2&44Z72*'1ZSRY(>`YARJ;(Y.=W:6$F5MXY MK1Z!-1_.J(``X8JBBA5+>(/J1@F3GU-P0Q8*C7#U$Z5""?0D+MOD^>'HW5OE M4KGJ1@3D*(H'KF*PZ2")L6I30$LO8#UKH#;,AVN6DEV`S!?%5$3@8]B(`V%5$7X5*F`@:7!5=P9E4.7I@< M&ZMH;45#L5]6RF71R8A`S:@I9,BM,IQY:=X5]O"/X?JB-^`)3*@)5 M$>:E?*8JMLG*@ZQ*+9H3E:I#,\\V]$P99<>X"5(RO8ID1"=:SAEI\:5IE51Y M>5!4)*S*86EW8=T[=CS,MN-[S:0U[;"8X`O6V,`_ROWAJEHVG+7BETRY@79R MY'1?%7K@Y:'RW?K>5++BA%..V=-.V+-6`6D[Z0:H+,`$^2?(.J&6^"&"23,T MB/->/.+3(Z3MN816U.*&1Z%]6G4QI<_FEJ0P)MWW9W,,,G4;H[6.K&8$7* M=Y?%L'%G1T_$^)SG9Q;$XZH<_;V.F=M5=0YJTG7C2\`M)XZ M9S,@I*+N62U62-0]JTY8U#T[<*::*\WFD%+4/5LE^<%UY8:%EWW/Z]ZB-;@4 MI&H5`-B26$ZC*W?4QM6#67*RG1Y,]E#*/+4UN:?4(&]@G7)`S&?L/^>@0;AC MG;%^X[A<566CTY8-8S>I0'`<3UF5%Z\IZ9\-A]0OA\N,* M2P\)CO/7X^[L`W_^2&[%&#MY?-_-E[O"K764&BWT!KU!`LV0VYO.B5NGN:J[ MR4:Y_;EJLKGIQ"#[9;-<9\4PG=$E$QUFCJ-(DC!++SV"3 M&;['PD30",FWQG$2DF+X`$DC"X]F1S;KLN0.*'HL)`5@6Q@DCT.*^`M);+E> MBD.#EOI)Y/H(1ZKBG$M0Y9`\N4$2>2]@5_$0#$Q8+7,DJ!M)C\0GH>5Y+Z4X MC#B$1@<4H.:PB*V7%+Z6A;9.A8P^#P-HJQ4\HRLE2OJ1Z[A6B`$.:=@"C4;( M8,99X&`ZM`D,G`^K5!'K`;`-1V"EUW<1R2@'](FDDR!,XSYL$@+M?,EV0SL9 M13$EKCPC6NDCP]<-K2="L=&O@XWI\RZ-<\%&,CB_KGQX`X@=MQ`&IPZ+,:^% MB1:AC8/20;?<`24A!<+W2;:*J0:LA.SQ"*.H&(.@*0J"$],-0N.P<'X8MSMF MP5=CZT6RK6B81H90)/L$BIR%)' MAC0D:`B;"AOY&L`\M4Z^[XQ/F0SY2F(&%\WC]-&WETL1%AX+_1R]F\:M*9)P M*;!?@><7!2)B2Z^D,9@`(M8$MUD6A1CN,[(0["M%('4LIP0>1RF":YNMRM&[ M$DJ5S`V^Y@)R"K9(R0.SL8OT"4GMT9<,F6Y0V,2I)9AY=UDT'6I?SBZP&0@. M()465W=WL/%<&C!!7Z*_"!VPN0W M_N`3-A'*2CP,IS#!FNSXV7A9-S==J@C9HCX^XC'B%U\$0O9M"-F.+A"R->FZ M\5"Q]2!D!2*V3BLB$+'5"0M$[($SE4#$[N+*YC8+#D=#G84ZY_8V,\J;XF[N M]>3.I@NDUV:RJMY#V%B39CMM'(O-?C\RQ-?IQFJ^5+A)LZ6X/L;M,H="PZ6# MJLM:[U`0Y*JL]!H%/#MTV2"`+76VDM!-?^(%4?11>D1G:^#/DH:%5)-67+I/ M:(J3*(?$"[@^B[-EC].^IYK2\%@0"A2*A@@GJ4$N#O"A.JC$;P=#2U, M@59*,'YS^RW_>/GI(QZTSI+')(KS-340*J/TY#(@KYPQCR+A2IGO;B^^X-$L M0P!EV,-"$WG*TBS7-7TOA:*]UTY[THAG`!U;+Z,T)^\1IOV61I:3)<.&B3"4 MRW/HPK@B1$L6@8Z1%;L1Q:)P_,X1328+/8TH1FM$\[:C5_X)08T2H@L9=H4' M6"`H#591.F%3*!+Q(O`S+-;W8M+N$FD+%22.YN(\2_G26/F;B51Q1]7D MX%#$G_5+:^H4")=3"Q:@R!*GTF42IOEZ,=\V M501W'C$8TON>8=!$E(CCO/@BIZ!;6O3B5/H:I#P92<\(/4WYD6T*ISRVUP:F MU03#54Q//UD.A&[ZJ?(F0[@>OTRF^$6Y,(JRL"& M;Q%5I](9;@3D<>2%Z*WL>53*;4]1?:69:PUMA8B7;%POR;BF^ MOO_"1L]8.!/[`:]"4Y3QT51NG1".L_FUR*U:F5NY=)S-KXP`L_C4/.U!"S,Y M]0U\"LV`).F4)`E\D6M&+/&0U@>JTD@^>K4K7FE7A,*-A8@PE.:44YCD88TW3:SN5%$#]$9F3Z%CR0TW@)^ MQ3;[9&AY`PH7IVISLB]Y1N7!W"#$YZ?+;T1A,Q@RNBE8&1H!+7XCM%@3T.*: M=-UXS)V`%N_?B@AH<77"`EHL,+#SKE&^5]PR(G.)&/.RSS4-RS`_<\E%Y=B0 MG1;8^6#*Z6#KK+,L0%*1N^;!Y.I0Y%ZW45>0*TS6D-7NAJ%=S5>(\]G^:IIW M8$Y%:709;%]GONW&>/)2OGE@\%6G;,CMYF5I7'72NJP:-7RC'6[XK";H)^BW$OVV<1Q8]Z%F^4(%;6,W*G7# M$S/EMM;9PXEU9%W;\*E@WS2C#H+""9*^1[8EFI;OL9ZR75!04/"-\D&$1M;8 M>7Z;HD5H4C42QQZ'DA0`=QS5=*)^7&J+;E@-]GIRK[N/^EW55%G3=^/DW.S, MNJ9LFG4H1R!,%Z%X!04/DH)+1A)1S-K,RW_NAI@"$_Q\\_6J]]_W',, MRW]N+N__0'V>809KBWE3%1CD8BBWHB53`'*E.L`C`YZF@!L3L_8)?;_ZTDQC MA==D.*I@Q0O06PH)9]G%0T0P![Z#7X_#P$EH.-31NS27*B+EW9B,*,;193*WUW=!V7=Q_J?/CHH.+?>2 M5_%H'`/HVHCBLC7 M5T=K=4'!]4K!^MWSLK*VTV]ZXR"VT,7QOGW:KF1` M@Z\*2='BQ?(*EO.-G6%"HMGOL32$:97KD(SA;7K5GN$"6$XM).@1KW]+;_4# M5F-ZX`7/$9O>S(#)0O555KCWB.592NM'YSV4VD]*SI\L[W-MZBM__7)VP'#=S+X]9@$WL/M55[;54LZ.T#..B MVSK3%;VE7K8[[;/+WM5YI_V`+_Z&L^:3WO1.P/3%\Z[M;J^^?OTO;H@OW[[? M_W[V^Y5T\_7?5W?W7V#72/??_[R[ITN47^1M*=_:W$%??,-=?7=U*9V??3[[ M>G$EW?UQ=75_MXZA-A)PPG!;*R!.NDL@3N:\LJ[O=]9UXV_Q5P=7S+_N%SG" M=@]P.3A$CT#KK(C6X>^E@)V\[?W![NXUJA MV\@;RK;>D7L[2A"QTXF;6D?6U$;D6JO+SO^>N?:XD[#1>U]K-ZK&]%IV?0VN MI9HL^EF),RLWF)NTWTWMX%(&FMJ&67S?[F'W!TDAZ%=_),HZ!??\G+#W>"N[ MDN#>]+&LK??`'-W-,733VZ&/>-?#:IK&G7]4NG2Q:J[O9,4!ZZAV#5,VNON8]=4`I=NI M@<)M\F'_S+89HBVM;DE1;K8=)L21O(H$W-3&7MG))?=V%*N[I0GJFU-WPAOF_.JOWQ>POZ-_39M1<^[1+C#Z,EAX#DDC/@8 M:7@EM$3^2=SXA0YP?5<+Z_5*=+MR1]]PYL-=3]+HPK_M#:L/(5SK*AP$_>H@ M7.M;:'G"%&:%"6:(]:)0K]DUH$#?""F^Q]@10<'U2O(W)*3Y44ZC@)\KB2AR MGI@]W%UEE&AX&HR[^[/[*QSKG?3M&H9^\>W+U3H&?)C),+!\RZ(2^A"28>RP MZ\;'YZ^>$D%5Y@J!_Q(KE(CO$,R[);)R;&-%1%:.ZH37G)6C_A/6!%/-U0^+ M2B]1-6B5&[J,C`Q4,=G9&EW9U'93"WT'LU4ZLJHW`M1=7^?\#9H5)-I!<26A0/9DS$U3>N;K M#&'S;,Y;9XI5[^(W+`WK-^/F:;N59RQKILC/LQ*/T_P\C6/NW:"(Q(2W-^%- M9QIKFJ9^Y7A*^K'TF%BA!2J;T-)OQ:H2K/H&\?V7+Y8M703A^%26/G^^:!S? MJR#P#T[+=?7=U'Q:UF$.=Q]6., M10VKJ0@WILK%V&+VWS[-3ZY`,ITYJ M:3YSKG`'M3J5EVBAAOY(09XZBP-9%U4U#O4$(>@GZ-?\$VS=_=&D>*`5)KTP MZ=>OPXTZ)!T6.ESH($&_0Z-?TX[["V5N[I-!$!)I'`9/;N0&O@0?^;TRS^J, MN9%8"B2)AGCVDYC`+U;HN_[CFBH*;TN-X*7TI@-U:G`IO=^IVC'< MJM?>,":W^8;[*S4(9C)^K3E8[^QU`NMI@@GZ"?N(,L)DS M0&;DSS+Q@T&S3'REO9N0C2V:^-JF09G"Q&^\B7^U3WRMZ;*VWX4A@:M[QF[" MZ[:UAEVY:]0@38HPX84)*NAW:/1KF@D__^+]*XFW$0:V;$:L7E?6S5I'?RT] ML][.\KAM>&9Z6^XJ&X81[)MZWJ>B`8*"@H*[IJ`H7-'\PA479W=_2->?O_WG M;AV#%L4K7M7&!U!!8H==-SZKNRA>L7\K4KOB%3N:YK9+5NQHFJ)0Q7Q=(`I5 M;#6!P845#:6!%SSSA/S!F(16##:09-FQ^T1K:_X\Q_C;]*EI9\^)D:[P7-,< MM//#JE=UT*ZP_1OHM-W>''?GOMW:'.OBR*VWKIO/OF?.7TD4C\"&B*0XP'2^ M@6^['I'\C*_Q>_QDHS:D@11P`I+Z+_#V;(4HU*`8Z2&IP>V`D+8FEB>E[$CLD5D0D.%^SOSXBQ^?BGK'A((]]5]HGJ=9&79TSM67;08*GWK'U0N_0,0\`?!DF M8+5[KM5W/7J<;1[#=_6E%7@C..)$D\WNTJZM1DS1U!H1$U1S%G<2ZKNR!@/@ M92MN(B^WEX]_:\1&/U%EM;VT"[<14US>/A'Z>Q9SISH;N+O19^V3/7JN M2TINSR8QED_9L@6G6EVX^::@GTMIN#A+-XZ%S=TDI-SZ/#>=;'XMHQ;)>YH7 M6K0_D9?K8E5!-4&UUVC0?*N_\RJLK`HXF0HW6+=O7=>%VW-#U-5G;D=-O6^LFJ(:K`'.C!7KA#!-6$$VG-3J0D8@ZD::?/ M6JORDVY7[G275N=U-DDUHR-KYE;!FUNSMLV.W#.7QFWNE;6]I)]HX/J6;PL_ MD7CN$/U$MV%@$^*D/M,H2H`9",80VL%H%."IU`IKKKIZBFSN=R9SK:W*9F^O MRZRU%3B,+F]_[.?5QRN\:[U0IVZ%63$NF(3/H'4,V],T<.'8] M-3@FFNV]O&_J&7)7VQUH6/AWA:=24&V?J=8TPWI!;^X)NG,_EI"!T]Q%]5;9 M74/N[2760%54N:/4ML#O.J9HPJE!43:<74^H\+J*5:&,!-6:I<+KFVN9*O6A MY3]2L!6J]XVI[8.(#A/D$>0Y'$_\?-E"[Y2M6.J31]?'+)SHT1N3T`T<(60$ M%PGRU%?(B(.-,-$%U?:9:OM^L$F-#T)O^G=A=BQ65J'^^D)015#E4&V+?:IY MNTT]*>@FZ+9?SHRO@=^BMY\35YTO)9F;0Y962ZFVX'-+UFXR3+G;JW64ZK(3 M4V5S>:2D4/WK4OT3)=5_`K[`C[_\E$2M1\L:_WQG#XF3>.3;X"+P@6,BXEPS MWK*\N]B*"8WTOL=V[LF/^-P+[+]_@]:D7ZHM!`-XT8W)9_>).#=^;/F/+KQU M1BL&7"=Q$I*S41#&[O^LV`W\JQ]C[*WJ#OL3.^V.IV>>:T;YZIZICW@B[\A63A5JG)LS276677SDFSK M?DBWS?V02(/`\X)G%&J\H'DR&EFA^S]H,H:?+X+1V/)?\@W6^Q1)&,DW@F6" MXQ6T8A4(C`E]Z;63B:\&^\2(-][*:- M(,1\#-.$M]T`H>CC(*(_TE_Z9&@]N4'(&Y&!.FR2P(=#U"R)Y:6-,*H@Y8HT M]I`ZM&@<'T?P!#2`\1$ZI9`,@I#(1^]F3"$JS0$3\L,L?!\+;?BTI\2/01C$ M=%E(!*SHO<"*8"(&8%+<(V7JGTZHN84W,]VT*3U1DVC1[A._4I10_MX0N MOGW^?'9[!R_90"!K')%CR28>%OE%#?_KL<(^CRW'23_S>O!M8*!*"6!8NQ`V M#CY5,GS*`I>_WYU34'Y"*/-W5*7Y1>BG*9@Y5MRKO65K.;,@]B?I/S>7]W_\ M+/64T[99V%I>I:X\LL4WEAYWTQ6^KSCO._DX0`32GT/I)SZ6HI"I3'S% M8]'^E@.?3W91#7R5@Q>H;7.S;+>^TX>NR>KR$06'B!&`U6UO?757Q9^"2NAU M15F)51>^T[B%UWIRM]>(>F`U6N9N\Y:Y(VM&(X*N:\W?O>8MO"&WNQOV'NX7 M?U-/@S4`F[=QBZVV-5E3:V"M->E"5`!@FB*`[X/8\I9CR@T?DC"GR?(U,@^3 M[_;W8O@--T7KN.>IW"!A:IAS*R(.7G'`T_3%LS!$KSC>/YV_Y(_PO!1GSU;H M7/V3N/'+C1_%84+OJ;YAD>K[H>5_8]<(OT,3<73CWU+@V7\(;G_BG#V1T'HD M],=+*R;7EAO^V_(2LOSU4P(4H6^Y46!H:N?AS[O+AS$)'UB.JF/,INR.+"^B M;JK*957OZD)5]&N]==:YTEN&H>JM[H6FMLXN+JXO=,WLM_R;IIXJ M9F%)ZD*X;:WGO_\_>]^ZW#9R+/P$>0=$%5=IJX9:W`EXXZVB;EG5L7==EDY2 MWR\72`Q%G`4!+@#:5I[^ZQ[#%-@@!:;7C[%#9524-^`&?D=MS29[3(OJOSQ&P'H/21VU\#,\ M,7DY6,954C7=T.[,P;4NWPY425<&YO#V;G`M#N_O[F]O1?/^F!G76#D;[RHI M6&--Y@'_5, MG0EPO4`97<(0>J'T6!LA4Y8+`Y_)3Q@$'X2)ZWS-<#4&(<'!@BM M29Q&GEG?J#"FU!.HZV!B$Z%:+GRO`"<\&">)DRPX`N&&?A$3(2:0:3Q%L7EY MB@N;7:ZD062Q5$!()TLL1)9D5@`QGE$95*OKN1#,A7%#&";!I"Q_V#(:.:>`R/S9Q\\OC MY[LP_WS[RT^8H?\^>PH1@EOK!NXAXLD"?8^GTLQ^4IXI7 MC'_1'\EQ"=R*:);.GR$AH"A@DG,1R61'X+'U M#J-T)K[#Y10$O<.^]!/-0AD-Y25ED%<<3*0"=]CQ41O4/4L\>)$([X)*6B[P M_`WJB>^,6C(%DA,93!XXX9^":TW^C'>4B>X7=JP&S)/`=]G7,5RE\T](+=G" MKH1_5U$8H[N@EG`A/D-(]@@R$"*`'<6QQJ$?C-F9(295@.0M1&WEU!4X->PP MD.L#\>&@,$A"QJ5W<=F;WX;I'7L)6`HHN$W`^.T@TZ)L+NG7`K=5=2S`BE09 M'T/+Q$HVC!._O`C`R@Y>0&%Z%.D,_HZU>O(#,F[^4_:6%2`QX!ZA1<(.9['O M_>]XV,H'30RX1S*F)7J(7YF#>5(T88#I'%A4_#SC&H0%#"$;H(+W5]F0#0/F MBXMGR2*D0L:Z8UJRC&`=R8!7+/"3G=.B@`^:\."ZP7,LQ8M@,\$0.\U5EJFI M-(F1!&/\!=3E@%6(=(E@PF=DHOB+*2`!^2^@SU9@IP?M@(/!A2XW9@?%JBP%ND0V2"6,,Q+0D=^C+520\9G`CN;!_S[[["`>FI5O M88L?9;;`SQ6ZS^--FX,I3;&=N*M%%)^03%AN1:.">1);2S&CI4H?!HG5/LH\ MX%J;\<8*%>:BE.F+C`7RK=J-<]E+47K(,1N>[3,3AR#I4:]%)2M](T17PGVB MT&%!\'[)QRFK<\*\DPPR&^?$LZK11DF2BV(\*>J@(+%S&8),%/C+YUFLZ4`% M@FB+V+G-SQ\?"6M4!S^`'F('34,:?'/`D4A'+1M=9)M$2MZ(M_!U\<1L.WBT MHC\`-?[!]2F1-IJ.3S4!58CF).Y!31H$S7D:,;\I6DF>GE)=6_0MB MTQA8@2?\`/D=[^#&028V'F'4O)S,2$R&,76REF_Q8N=( M'6/*G-T@AG[J!"%30.E:XHV'81/.]O!`M>='J5E4)"ZP4S%+FQP+ MR[%C%$19\I2D[Z_P26HB%IG"_^XE3E#"SRTB^W2-L3`(JU[;&@&<.VF,Z#!@ M@L2<;!&CO:*!G^YO673$UL(*]JKLMF(MI,N<@+IP$-G,'5B_U#'%0_HE^526 MCJD`9'#D8.?AL%CB%J&IHJ<8'<(3_\SD)<4(`9[F3QDA<1GBQ6<>07+:M.`? MEQ0\$R9IC`$MM]+;V3(6ON\RK;&ZGICZ7>=/&MN':4PBIF%X=RUV2G"7=$*F M.#)LL"7G`Z7AP)Q?<2Y@I31`!N0`G\"+H\7EHNY)/'0$%ED:+(/X*@-LIC\' M_J6NX['O<`Q$,'/1OCM,%*'TH5-KZ4:)YP;C>!AZP4`VVX$Q,/!D%JM76$%\ M4\+*0GGHD5@8?.[UZLGEAL!GPI-,*R2#&S[K-K1YMXJFR+%:-)&9&L*E=&B`Y&4,%_P^^W M:]N)"V0"HH01>#P<3N8'`5M<`CT#QPJS*&=NQ(\*JCY=3QZ*\)[S`"CZ&&\" M%8?+@.%<*O\=&`/,4 M,W[>S99)?"BT5XN@Q%(=%Y8G"=H6L;Y/(NZ?4X$RRB+N'8E>EP/2:%A@O[TH M3AVPT&HJ+'$_;+2G&<%G8GX-PX-L! M2DA\#*"H!88#LA`-QDMCHRWE=39)XANP5T#MII/B3J`RA=G8XSZ+3C";8%GP M.?,QDEC99!GYTZF0N'IQ7'$<>XC9E$PRI9BPP2ADJTX[9B`6\/YS#C M)U?^Y6!!):R8FTD)]56QZ-""Z;INY>W0ZD^;M,J*`5ZFV@+-HM&W@6IM_,#H M95SR\-`AI\\8Q6,.&CB8+#OJ5@/=VS$H_&=&O0(!Q7N_=@Y&:R^QH0:.DU>E M92N/KK%\1>BX_E4Q89&&>M".+_!%3,/X=!S)#*,PEPL;,;8>7ZA7HW`]0Q;% M=^P[AD7)68T@VP%&2V/AD,5>`*-@D6Z00NM65V;H4]*KNAHBV1VO+)V22(3$ MR7FST8@TDFG]3U5-LGQ-U*$:S-5"P:[#3<_&_4+C;%>B.2=)-!*[V3-YG78W MBC72^DE+>U:9J"#N2V*JA"$F0K,E7>?&[*M`YK.MTLKJX;PWG/@I'Q6ZI4#< M+!V0_'SX6@RWIFB:HJK@H:#A0#4E:3`2)7DPNA_>J=J]*M_*>LM/!N58$K+J M&$+A<%9K#PL]Q)X`TCBXULXS.OZL^D$FXLH)I+GU)PTKT4-LX.'R#.1"I0&"_%R0>LS)==TU0(#'?$S,O%R1> M,DCAS$:,7W]1../$CNN&F+!D1FK53,835E6\K<4:V^$RWECL)OL*L/<2CU

-*M>^GZT<&#]82J>2O6$ZUO)%9I"%DS!'O'*JD`EU] MQ,(>,)12(K^",[+FU!V,1N>9I5O`$P99UM$7/)$J7+;M67D#2DI05I#2/OL\/Y&(9(UT M\)HTB)$X!0X98%*"83E_IT)CMD\Q6`K&(\5D&3*>$^TB<]AR9M1^SB06S,-< MY%U>CAW+B?_LL4AQ$NBJA+'*]E.<-"IP6^&G,44@X^@DLYV019=@Z<.^QL5< MDZA2#'SAS80QUQF&N\#AE$]MKE'$F6>YR?XKZ.R">59YN@(V._[!0@U%(ZZX M`&S5\WH8M*%GGA8/#3%^P+6T'RS*OM"306:FG$&-@'ACR+.J5JRU&S&5NCJ%% M%18DD>BRS>/1*$SBI=E#+T):*`H]0]][_EM\Z"W.U6`XB-4JBO`47WKP*W:] M<>@6XQR//_NA/+#=[+K'V]KM%`58'+=ZA4%9\`/E&5^ZO;V\'=_ M3RXJ7;,H5M1073KS1A_)-ZH)*%#N!NK="&^2F'<#13/OAZ)\)TOWZK'KTKUV M**E:EL[&1*&[I29=DFB(K!]I1@-&NHS#@]%/21HU=IW#)'KH9`%8X>G+8YB= M[8V53%R6CF7UJ/V^OESJ9(TS0]VOQME0>GN-,[7I$F?G.77G:V_M7QM-$K=6 MZ4JKP+&8P2YEX,Z]&EK3U>I0EQT6Y>T'6#DW@&7.5%OUPZ[2B]<8W*M93!)8 M2$_!9!;CJL77>%6;4SW'UWS@Y[I6Z$G9RB+WU,:(P]'YH6Z1&:WAPDZM@?12 M$DEJ*=6`MDXG^^,#J9*AWHFZ;*?4<=L9F$6JCJ_.]BW2)IZF2\D)0;Z4B:S4 MEEY'YN>]]Y?H;:BDVZ528/TIPJK_2&I` MU1I6`J<%[U("G:[6!K&.3C\29#I1Z\/%]7>WY2?''\=?]_5W>\/2M^G=EOP$ M0Z+6:\:E^7,]>:YKEFN#L>6CF7#BL<,R1X),%LFPZ7+LIX50D8BLM\!*;;Y'<"^+X.S?\=T>)]Z,W(,<@R>&H.U^X/6N%Z_Z9X^ZWGXN^_Y"QJPLDKQ:&M;BA[L MBOZ]HMQ=CT;F0+HS[@`$R4]ZP\ M5_(YWMWWS"K!Q0X<#XO`OL=J9%-8_P";KKR/K1;V>6K-'??E_88X!\-/&E-( MBN^MNZ66:KLQXZ2UYA=^2;\G4FRR3'?>_4LCO$'&6?73'MLNC*60Q M%Z2\)EV)8GJK-Q7T&5,,*K&>7#J-&&%A6*EH\`W2+VM8?6!>SWU/\+_1 M8$8MULC9G\1E75D!LL_WCP^U'(Y]W*.Z(1R1J,/U^8I*9./0"SX1L/+ZL$[_ M@%6)9#0,ZY[2LV5L_9C5=62%*7W731I&8W_UF@'EPY!,K?W7B6&N/ZC98EK? M^PS5QB-4O09::UJ$]UVE?ZS49^\3PL]-> MAKS^7&N/01Z*#7LD_5+8CZ5VTYWCZ4M)JZW#.E>U:JBV.\+PMG74&&$5*?AJ M/"3FI)I:ZAGK^_*9B\[)!YFH>N="T/L#/536GQ/M,=`2T8Q3NNHQ6RU^_+)# MBO((Z*S*B"3YB\>=6.;WQ[K,[^['Z4XPY=N)A..0X_#X.&S>/]AYWW9\KF;* M4U:);)Y&N38,F$+$$^6UF@7,))IV[-15-W6D$@N*^*SYD8330>9LE83G6.18 MW%E6O.G.Q5NN2FRZ;O$9NV-.G`5[_U/2W!13T^'A;UG*0-5 MO+X>7,-``_U^="U*VNA6OK\_=B/$-7U(U5(GQ%+#5V&1HPL[JGO5KMW8Q#:_ MC@%#O'8AXS5PC'ZV+\0U_GTP$*[IL^,)C%2%W_!@XV!0TIQE]DV'KW%O0]K2 M$?$PWW>^`];ZIF/!\_A2)/"?GP[0=RR]Q`#TPKX+A)^3-:R_T9!]./QA^_)V M(2W>`3>O4.(Z0KWV[9O^"A+P!3:MC^VXNE9^:'N=@O]0 M]'"H/;"^@37PC*W,@?UH&`D!-J*_E&K6H3]E-/-J0ZZG^N::"_'OZOAGW6'> M[;0P2DA@;+DG.894]_BX2H;#3C2;:LM&Q\5),D[?J]+8\??;E!IN%==W/O]D M_7#FR[E@6]A+W9K[2_!`_&441E9F8W6!$"1))\J&%&7+B*$M]MDH8G89&M/< M-NL>YUYW2S/+6(*]$W6\V[+!V\UQ;HJ?"Z-_*H8/0V'A4ON9VD+D"R$>.GPU MO@A#E".,'1(9QH9SY@V)C'(,IQ"DB1^M!-8W16!9/'A;#"S)G*]$97\1/C[\ M?C?X[>[A7[\]);&^_SS M>SV-.6S:?_9^]:6['Q-W:0-T&'JRD#N28[F"/X4A)OY\[D0LU#ZE\)0_%?XA MZSK!PEA8D#$-6,6E4K*PHJ!(!-[&,.+5:W14(I7XO^SK+9F8';(HFQ(PC_09 MH?E"%P@JYG``C#F#^/HE^?'PJ9CKH71CF.KM8#A2U(%J*J/!M7DC#@Q#OC/N M#%6ZO=>/G8H15S(Q1L8V]XX']I(#SNX,)(R+4B84QB]"EOH"<?7C*-7: MF4K6RT?,2OFI@N8H):2$-7FHQFRQ]?FX%9!J)^-N_``S;_-TW"+P M[>4DNPUSL*Q;RU'RX'T#%VV^B@\+9IY8+R MO8#?CJB?T59.1>^MNNQG),M0]3W6>;[EL>NXO3 MW`(Y[H7I5W;G3'CEZ`E"0`0QQ/75HUH*-J>4OM%'OXS3A_3$0.S!'=^!VW?+ M52+*#6>`VP>UI(ED*)VF:_@)P;Z4B6*LKP:Z`]3[52$ZULX.`4:U-HS<1"P) MM5.=5=Z;T"6-&&9M1=:Q>EN70//B\$1\?7R-M8\,ZY8]=FEH1-M0[77?C>U; MF\G^-.OE^./X:S7^V@!$Z[!V#+=VY[TZDGXRB+2A;4[3JOA(``X-HC=]I6*/ MA.$9Q\:.1>$Z&6J="(BUUYO$A`.[-Q%FC93P5'@]IY*S11O80AF">]U:R<\) MH!<$T*]$05R>.LX2")>N'X8U:WT<:8M570<_QQ_+4:?VT`HG58ZUJ(;ON=S*0F?UCS M&B9_KC7/M>TJ97N3RHE:@8<5>UZ$ MS]3S7CY9D[\5"_\\LI=I2(0';W+5+!_M:7"J)C&&ISGY?B0(#9VHXFD.N7.? MJ@T$("DZD8>\).A;TW2MEEL*4>HGK;I`M-/W:[EUUF8*&`[!J6Q!$1YN MGK52/7+\1]6.OFCL[/E>S4)U!#*6UIYGV@$L: MBD17.G7SI^>E%YO>;Y.H>L/!V+X9>PI(<=M?CEUZ++U1?\9VFBL<@QR#IS'Y M^H2W[I]=V6X&QHV5K3"D42A8D;"@@>/;V!JFC2:AKJE$;3H9?Q+(5"+C81JY MM3<4N%EX\!TW1=AULP5'2[AAV%*ES#'(,7AJ#+8"BO;A;2>Y&E7DZHPUR_YP M(>F;96KAF?P(MMJ1YWDKQ;6M%.-@WSC#&6^EN+>\:0U*>"O%*CYV::486_SX M3^"-$VNOFC=.Y(T3>>/$8[JH;Z/B?6_.'8P?&W^N:\GQ\VN7:!I$USO?MZKG M(4>.J<9D8(O9IOOV!F^7V`U>:9C/UK7#&Y*A=NI>,YQ23N13MX,^^F6<=KU= MHJ*0H=RIOMV'@-I4B:IHYP8UE@D6:Y]IZ$:W1%DFAMYP$92^6XC=[Y8HZ\00 MSZ5_X*6J[-/[M6/0[B7#NF6.7>H:D>OW,N9UW9L\S,#OTW'\G2?^V@!$Z[!V MCMT2=6)*O:X-H8G@'+?VUN,YA\:.10!8N:UA:[/OWB3OEM@[ME!D,C2Y7.0$ MT'ZYV!8IF'9+K)SSZD3CQ"$92J<)EA\)PDN3B%IM"'G?Q*[N.YXF:8%UQ^-L MK8QS0/%`]E#3URQ;\US?\W7GVT!Q:!!-ZW4# M1=TDNMGK(QL*D8W:1V$OI89B^8>`3-(DHC5]::%KZKOKO0\-O;5I](-PHT%4 MH[6]'7D,IWD",(G2=',E'L)IJS/(\IUADT2 M#2(9K:[??E)OL`L`2J9(#*-A,N4&5EM%-<NU!5 MB&&VMI?+'H!)0Y6([6[/71.RR[TLMP:C^#7AD265Z&T(WG?)3NM3APJ.08[! MUF.P%5"T#V_=/_'1I[:#ZE`FHM%'HP?,5,4@AGR:`JTUY^QY9>N&:9DHDDA, MJ>$4.3<,VZM<.`8Y!EN/P59`T3Z\E>7JSY$%-G:V^I$V MNDO>8K`P@^_CP^]W@]_N'O[UVU/22BKKA?>NHD370<>65].:3%9[\\?'CZ// MC_`2F+*NM0CIA3"A+I[\QO/!'R[$^//"LNWT\W?'CF8?+B01%BF,_<"F`7Y? M4DB;+>'T=>U=ICY=.DV"1-)/6^F$O5]]Z<8/%GY@152PQB'\S?J?^=/BB6<8 MB9ULQJ8R46!YH<,>LNS_6R;%.P+JP@BV$/E"-(.1YG'+03P>C85S\3<8I'!2 MVGH.:/P7G4XI]J*CPCT=!TLK>,FW+.E/>'4P2A,7/Y*=S;1\F:XDN:#WVTHZ MIIQO?M)_;#="2FE'>;>[B9O3VZ97#O4]G_JH4_-NJ&N[H<;W'<89SG@WU+W- MH-:@A'=#K>)CEVZHE>7BO_RK4_1'/2W2>*?4UW48[Y3*.Z4V_QQ?,U_S@9C\ M>"Q]?KU=)75(]&&GNDN=86*'8^K,.:C[UA+O\]I3MGGCRE?Y1U2(KG:^O3BG ME'Y02K],UJYW?)5,,E1.<['QA%!KV+'@-'<=3PCUI7$N33"',E'53G2D:*_% MV/V^KY)$Y/I'0SM&\I>RN`_-=PS:^I*LL\);D<`VX^U?JP*PWY=#.?XX_CC^ MNHN_2-8'O'%I=# MK6U%&OBN=W?7^Y4HZ'++5Y%H:FOMG8-`2'2IM:7^N0QK?O]E(FG\VO69.ND< M?QQ_''_=Q1\O4]UX$U2=&+HW%`[7T--$16BR0V?W.&66ELE/<;X]:725F>P/7AX!0-HFH=*H$*O?X#DH` MID),K>%V#5TS2[K>YU8BLM;K9FJR1#2QM;U\N=1JG@!DLL>Q"!ZFZK:;R_'' M\89G)A@D9]MN0&TZ<]Z]7]<(QR#'(,=AU#+[2+/5GV_F&'__Y\S(&^T(4?1([W_.!-_6#.VL)=OR0_/M$?T;7K3_[\%084_ID-,K,">FV%U+[Q MYWA-@+TU"@++BX\BPP#9(Y^M%_QJ]-T*[+N_ED[T\N"%4;!D+1K8<;ZGF>7] MP;K3AO^"(:+PP?L<&X,3WXM@"5_H],,%]=VOG^\,45-5?3"05$D<_(\(.OOK MX]/M5T77OJ("EV1%^BI>"$O/B=\*<1WAA6#3B3.WW/##Q"8W^X<.RO MFJ+IYM#X:M[=2*)RKPQ&PSMEH*J2,C!N9&DPNKFYOU%DS=2UFZ_25_GB5P6F M5*0"/H^$BLH&1+`G#V&XI/;M,H#-BQ]B,X5@CK.?PJ.A3[Z[EB3`TV"HR?I` MO59&@#Y%'(CF]8TA7M^(-^+HJ_Q5`O09TE"7BOC;"9(8>ILZ[V_]"4-7_-B= M9]]B?^/:@%8`N9;5Z]MK11L8M^+]0#6U^X%Y>W0`OL]T6">=[`,,[8['&"&?GLK7IN# M^WM8MRH:MP-#T[6!;E[KHJ+(ROU(_8HO_HIB(Y$:5=$VMX)GQQN`J_A>8DT+ MDR]B:?B>N8=36/`@=/Y+WTOYYZDU=]R7]UMR$V/\^W<_HKFP,XMV.^Y[].5OV$@[^)-&@C69^$OVH&<#-V*I\L"98!_N ML>5:W@36,+<<+X)_\)WC"?0'?!?"2#B&XSGSY5P(:-)6S)HG@X7`R`L_='"@ M[TXT$_[WZO$*%S*G`5X/@9?'EO=GN.9BR(HFJ4'.97ZX!5;Y9F%_\((4A"%^ MHS;LT/,H:]QZZX03UP^7`3T\8RAW(UU31C<#V0">4&^&QN!:58W!$'Z\5\P; M^&;T*F.LM"*/RJW(=P^]=^LP+'&C@MZ%UD.;TH!G8&:M)9A?&5J,D.U'<(8 MU4G#*^')3R9E@P'K3I*EP$-+-V)%'@-_GKT'HV3+)>R=%#*8#CDQV[1IMFE. MOFD(2-H7D/$JCH!C>V@>Q#(#QK#8Q/@;6TLTLZ(4C!@;B40I0P,CNFZR<(1U MZ4VM;WZ`YF/A;1P61IA:3H"F[Y+BK-$F4??I^I$(#U\^WL12"\6=%_G!2R*4 M7FEY>%7:^X!._,"&QUR42:^A"L.'A47B[.D`I1TM/`.?)LL@0/))`H]Q9GI5 M\C7&Y?*.?."$V*7"1Q(%>B[1G1LC!;YV``ME%!?I)T4R:H#OU,6P*[Z$6QEO MF`-4$-N,D0\O3HH-Q@47^ZH'87F'QL`^87$UC/9QQ`B@CKD0Q\;ELZ'9ZJVU M0Z=KP3<3FELL`]@ZA+D$%8X6^JY]M05#6'-0<$HT5R%^V.J`PN`$H&#,GXB' M`H6G\S-DS.=.7-80T%A>SBJ&P5)F8Z_1H6V@)+#A_2*R5@@)@2\Q/+(.$->G MQR_AZUCW&?$]C"7TLK`,@1)2`HE;(F8(VSF07'^.YN&?BV[[I6 M($R7$1@\(0'T.9.9$-(H0NJRP`@EB&^0;YX_3S"%**&"1Z.RM$XE.4QM")IC8J$,38H M2?@:_A^_6J\5U'OJX<$:LYTM.D%^`KW4:D?!9_`=L^Y9X4'2D6 MBTS$L+,;6ELHB&P?!O'\"'?T=>T.>(DU`@H;H&96;!;V"$TT(5PND+)3G&VV M#9$<\C>9VDN9"[VQ9^HAG<3>%&ZCA[OA@O1?!F$B!\=+(!ITLU"DE?@XUA%, MJ6:;\;HZ;N'.S"P[5@'`7?YW9)'"]A3HMLBV\+G`\[&#G3J:86*))48L_(!@ M.CCS;75@A@TG611.LN[1PL3Y\]CX%5<-S,3.8EH%3QG&"F<4AE^M9+(SMAGV MBO@4%]7TX;IH+@O'ULRD)W'DFS\^?AQ]?H27)BCO%B&]$"9@P84+"TM`?+@0 MX\\+R[;3S]\=.YI]N)!$\5V6^YLP37,AC'$O`GPL=0?1`V2J2WABR_V-`@F4 M',%R%L].Q]?T=[MG<)-WY,VO'.I[/C6?NO&I=\AL&S7/9M>^`?2FW%DY6Y4* MON!Y?"D2^,]/@K2(DG/M*T@&203BQT,)4Y4O*;;&L=2>T/F8!OE2%(F@$:Q6 M`E)O`^PP;YP4`8^\ZE:P"A\;XZR-\WS\+IS M7%5#^"VS93;J-CS_(OSGX?;IM_>"8ESI:](:>9:B@L[&FO$>A$;DK33RNX_Q M!\ME7P3"SZE+P])P1V;IDR,C]]VJZ,B=OAZ8`C614'5G>X\)SAN<-T[-&SVV ME[>C^I(E4:*9OPPMSTXZ.7W0OPLO.9W'L6^; MAK`2%JJT\JQ6(?!=L_3R$:X='/RY;J^9KY330:M6VK7:$=MKOMX'E`[""#16 M.1_%!617ULQ7RNF@52OM_N5J;:O(?"@=F$U.3*?'V&KV(=^']-[FSB0?"]4: M38VHQFDJY>_Q;LW;N1K1AZ>&M5D(I8;;T9XH-;*ZD]J0*.II2B\=GVYEHDD- M-S,X-=T266^X\GW73/?M>NC>#_"R(SOM%M]'#*Q)!Q601'01-M_H'"OO+<%. MTX#G^!8&T=73U'8Y.J@*T0R#B/*I=?#QF5@GBG&:FM\G$%BRV3"H??>A4MV5 M'>CNLOK"ZJ9#\=36V0EDW7!X)AROG*9\U]'AE,G0D(BH-]PGNWVT#")=/A,3 M94A4F;?%>X.NPGMYBV4D^''MF,XI*$45B7B&ZFG8`:%]SJU:3A`Q/$<^D(<= M"#.51!UW3OU*1%0ZYV4?`G"%*%('SH*>A>C@B.+Z MF]-6+_1W6[3UY_PH=W^4M3SLG(]P$!O%//6E82XCVN4L:S+1SH\/M)/?V.)\ ML+NN7/S8H`R+J#T&U9WJN3W67+43BBWA2Y5S?R25<]=0V2';T!]BSF-(2HZ[ M/?42YY56S,EYI3G<=3].N[U(]),?66ZQYUZQ$>*83OV`]?G$?I;U',"^/+>O M5Z80Q6RXE-=I(1P2Z439Q[X\MV^\0R2F?II[K4>"T"3FL&&GKFMQO>W2_7;+E4R5&M+["8!:_MS^R)>DHEIU!9D;28I@XA2[?I7 M6P'C023N&'/'N'^XX[S2CCDYK_0MB-1Z#CSPA\U'*4[#*,1L0S,";N0W;K@HH`AM?SEVZ1&U;_U)6V:Z<.QQ?N$[ M?K;8VTF'114=-J.H9C]<&)M).W\D;[^L\L?[E;#Y9`78I-JF"S]THE#X[D0S MX7*"M4HB&EBN$-`)=;Y16Y@&_ORG8G-2>'N"/>UIL+""K(?YN69]ZOM,^FGZ M-_#GVDP7ERHX=;6=GT[GRKA/QFW,]MJ8+=CQ[JR4TV;/:+,LF_\^&`AWGBT\ M68`4X=JW7X3!('\1OUV'W\0\O?[CZ>F/3^^%W*!]LX7+MDB2\?F2A6N\2S?V M:4:%*5BS_G?'>Q;8DH1P.9];@?-?&#*"GST?[R&"J6O-T9P5K`F8MT[T`N\% M,$+AJ&I6QD=8AF`11SXX#O8S9:/<^'-P&U[RBR_F+Z'P\.7C34A@$,?[1KW( M#UX$?RK,_2!ZMIZQ;;7EA3#?7TLG0`O;#UB](")\>OP2DLIS,(H5"5/+"7"K MEA3F=FT86+"$?S_<"1;L`];^#^ED&3AHCE^MT.7..\`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`L34(% M4Z7G)R_WA)N'&MLH;-LB6@OMO-O1(/0L:*A]4D8AVIEF?OU[:GE1%I(A57E&D MBI(6BX/=-Z[.CC1<:83C>-3*"B2]VY<:0NO`E4G@K29+DKQEQXYN/IW*@6SH MWI=%HY/[E791F#)6K[4MY%);*N$[/IRA?M M`WPHDZ%D$ET].\@OAPI13(-HIED7]([E&8Y4PZCO.=9>E7>119UH2FT.Z"KS M:SJ13(D81IV,8DAG:>M6$DY9JZ-'E8KQ#02GBW'"X5+UP]#&OZ$A^=L&CC?K,CY1H6IXUG> MQ+%<&,')$OZAL`SA[<@79M1^ID*4CYWOBOE+*#Q\^7@3"A9@QO&^P8M^\/(W MEN6>^T'T;,&KKF_![)$?P<9XS\(_+G7C:OB3,'=<%P0R$?XA:=*5GG[&H6"` M?US"EUKVE##U`[:&%VH%X6NI!C6NX`S#X+HP]T``(>&"3A!B]^4*7LW@CY&# M#\;X$:R``BP3=XESL+00[JB#2/X]0R8LJ0*@-?EKZ03P"BX5(P:,,-AK,`HN M'D9:B\*)[[$,I1513&C"_\4[`$B$=?AS>K6BM?I"7Q;L)8#OSYU)3&@,ZD^/ M7XH$(P$E9.3":$.^$@O2KD`YPC_D*VGUES74`^.\1C\;J0<1D4,((ZVGG#+= M()4((0V^.=CX2YC2Y+3J65!(@J`-E%&D"QAE5?+@$).9Y3TC?H6IY00HYI<4 M$3!U?E![P`X!6S!)%"82Q(&_OEF!P^3UQX?K/[[$)X4#FN4PK.>`,DP*+CSF MN$[D,`)$&I/E*WT#B9E7ZC:YM)6R4II2#D)3R'CQ6>AO-(P8_IJDJ9]MYQM^ M_.?/RW#P;%F+][DO M,*KPSW2DN^DT1L8#F_S)^O$%EO0%I<,$=H8=/;EA)/#@W=(I#4#4PD,CMN7_ M!F)@3XQ(FJKJ@X&D2N+@?T38C*^/3[=? M%5W[BCLCR8KT5;P0EIX3OP5D0B]@3R;.W'+##Q?*A>#8'RX<^ZNF:+HY-+[* M-[IR?WU[.[B[OQD.U)&H#D;7YF@@&R-)4^61;"CF5^FK>O&K>`6&78ZV`P/[ M=DS^`801C.S_6R94TR9T*;70587H[3B!+^]^T/DBBI]I$TJDBU\'XI4J:6_# M206B,DH>/`46=JJ, M:7$-6]?'6P4WPUM5-XW[^\$UOJQJH]'`O!_>#>[O3/%&,4U1N]&_XHN_HFQ* M1%/#VD]<W*L6?2WWZLQ@MGSZS-XWK/H;0RLVJ:XK"U?3G4SW[Y'M'L=\#SDLY.47^,#9<\LO<.5"E7*&?-?52WIN M[^.Y/=,!A?7NQQ55\*7:5WV_7-GFX[2Y9JXRF;&_U7/Z?W&#V>QD?/0I\N%- MR^>+^S2L(HISSC53&F%/,2*T*HF$=I31P#E[ED%;$3_U\MVUGGNLSA>\'V, M1Q%SYEP"KC*(PJ'RI7M[K3C)@GM?;HO(0?9#3446V7G++_&&J"%:4,BLG/_- MT!@^+[G.EWJ::YJ)J&65=3H<1$251T[76D2L$J22G4\O3=RUA8/GTG47WZA3 ME_W@H=1S]M1"5-^9^Z34.[-FYLSI(G=F:?2NI-%1XB?QJ[[1^[TZ^Z%WJ!U] M$6`U1I9:VJUI+\E,9.JE5HYW=@@BR*`EH(BKTGY)8/EPPW'/9\=:L':OL9PK MOD10(KAI?7C!H_$RXCBOL,7EX,A/W"X%+W]B3LSBKZS/O"=>_E?F^!T1+-W. MZ![N'J-P_/#8#2.6%?D%M(O^Y&!AD!V*==J^H"WUXJK3HKAMMRYLN]NR#)/H M9E?M7IKTB&&0J>G`^F&%%+&H]-O69+X:0!^.%`^ MS6R!WFS%GY53>+#DU\X-#XPI9_5.*EWG!$F3_RVCF3PKQN*`3:/NZG M[8>YZ`T%A0"7A+-V0#F^?S;%JP^_/81I)"F([BP=X"\_?F)/S)^O#V3^V]7' M17GG5!$SI@)H%AN>07EIH'R\P@P!#?%YX="D1^@K3J/@\ULH^!1PH=BW,926 MA%#`BV[C'`T9S4NT0%TA,1GS0LG33.PJ19[B9_>=*\A;-A_[5M>:V<&O-%N3?!O)B+ M"?\JUQ!QF]J6V35:EY1>MN@545MM5:.M-K&HKI,KH]LUCQTBOG8IY#'B\V&. MU44CUNPR1``X7R`YM<@M'W(P?+LPL*&\/V>WHN59&#^_0H.T?*4KUH1P.(H\ MOKX)JA487#"88(!YCF?.2O<2O,5$9:+DV?V#BDN M0EU6G4O5E0]8W3]&V-@:V+J91&IE!SCXQ5,U8#APQ+@*M9WD";@,:!9`<):48)37(7/NB.V9I M:PE=G[:6'Z"49#+:=D3*TX`KLPT>A;/B,A1,PW",(G\9/X51>_1H<=&<1$IE:,L29GR;"*#*V.84=4 MMQ#..Q2_&,FHB8B5,\5RW32I.@6S2`0E@A+!JB-8+X->&E0P\GDN53<-S^%4 M+M-[4B7DK2*J-C(+L^#5Y;F<%CB)M=QKV>B`O MU;#R+N!5].N1O=[$7J^^9\1NRL=RW/+(B1*/>T8GTQ3K_/(17I]K)&740#05 MF7:I*6_D)QREZ0_01'P8VONK[.0Y%#Y_NCU'P7K1<8( M"R4^K//W@5(62E@.I#];:F,"#\4#%L5K"H)2EER'5B/R!:>'E\R(`>*40KX? M1A&+1V'@0EE0AL^S6D>"E>3+IUN422'(`>9PM&8HI8@@H8(P)PI2OI(XA$HX MJ<"`9<0KH)4`##&4,PH]P>Z1DG^,1=C7/-!K&MH%A8S\,6L*MPDFAH5-\S*E\]#F M!"67;;5S91"[=2$D(MAJM4U=;>FVWC%MK6VH'?PJ0?!\[0\R?G6RR3/?XWYR91R!(EB8!'R?!)E>_>;"%< M2W2QT$9C0QLYH#"_^=0\Y_Q1.[0Y;1?+VB66HY3D0_`+]9@??M]"QK%0(5]' M5V!]T>(94)M5BI2'XXVT&1;]89$G8T6IF?%Q3/_8"L@J>NNB#6=*Y?+^EK7& MW$+P\.+\DKVSA;?C4-\WL>I-AX`W]O\*W]`AO`3W4<"V)6Z?2I;.@NEJ M.HWQG>KU,\C%NO/_L&$J?"_GBL%:0HB5->I]\C6F1UY$K>_:(:5C(3F*R`=F M'*F"R)J<6+LM=4M`'CG>_X4]^)TP8W4CSIMLR)GVY+-!(@86-PLO*GRMZ9<[ M:'UP8!QRRC8X)#[RO&&.#SIZ:BR>)0Y[U=IS:!O#SJ3;B)KKG=]6DU\S?(#&Q;&_@_:BRRN8';1V[=;YS@=ZS_ M&(!`#Y,*SO#&[5Z6MCX>K<8BFVK.)Y)Z;=C39$E_5U,1/\4;"'[>T-V[9/HM M]-QITG);&-[7CAU*.%Q&8+G?[^1S4;GU04/4J)P)>G^A3;*>OZG&0F.D6T4> MU=-I-7K^^(8KRB/`N;I&9)>_W-U)W/P^K[OYW>SJ5((JWS]()(82P^-CF/_Y MX,W]]L;G=HV`HDBSB]E<ZU\!;.1KA_[ZJJ:>R1)%XHTM.A(B]-! MZBS5"B]1E"B^>:UX0_;O=T5Q+`>`_'OL1`F+_$EWFDOX.AB$T5"8O0X?^=&F ME'2)J;8L0^VTZ)5EMMJVCEM7Y.*RTVEW]0OM\MBI:=57,].2A0S,].,MXRXY MS%5FV"E9@F(HX?2/P!F['OR\ZLY8=$;:E32PHXC%+$B<:=[7>"K5MYE4L_32 M\+;K)$[3,KIB5=TOI:MIO#^:!!<7TB&KEE7+JO?ZO@+I4M>]L7_F1[+=U3_; M*M-HI96-<<_F-Q;R5[(I%A",5)2$HZ7P%S#_>BM[Y1 MU'.RI;*ELJ6RI25I:;U2'?S.$MB]GUB<?,3P7+:$(WVD4GAO]T:MRWC6*;)IO?4@ M4T=:S7N1P*)DUGOAU35DV/56](B--H50UT5$6&ZH76]%#TZ66MX#M5[F@XX3 M!5[P$,]-_2_=0*MJZ)$ME2V5+94M+7=+JW_@)%MWF`LG]OI'VE-V5!O4LPW$ M`771B]0S?XXR>)!RKSWUW[=J;>-&:9EO5)4W^'9&Y[+K";57WVLO8,V=#FLO(#[+ MV_NG^!ZLNYX@!2R%GE`6K8!7T^-_MY-I.GA0#V1PE&RI;*ELJ6SIL5M:_5/H M=IOT[6,8):V$1<.%J*E8<1)EX'@1;]BXY`=13&QDJ_4V"!(3T9K?=V*5@HSU M-ES;&)$-"2-K(Z*&B%UO$2T5V:3>YVZ3(*WF(E(=J5K.-YU5.YIN5Q6NYU'5 M<98NC!6C*;SOC37;J6HBLB$A4.G&][[":H:)+*LB_GQ["XLM9&H-$1;;%L*X M(IKO_L*"#EP5I\;]AS$(6P7OL5=JWZ&$PR7WDT`=&ZBZ&TL^AU'RX#PPQ0^= M8$7U.<4_5D7[`=V'(J,J[L7[BZOI*C*K$8?)1Y%S#E64,'^ISB,L-&0\8TM;F:JB#%\_YZ%J4P;HE-B'2,55\2Y M<&]A";>I-<5:BJPJ>.0UPIP@@9)V%U'-5^;X<_E9G#B+Z2J=_K>Q%S%W_HU@ M[X]9DOB,7U?-?P@'\[^%#>=4JXS51H6SG]8094(S=80;:6VD$G/$I MJ8RZH9O(;,K21:B.+-H0W8I@'>9S0PPU1,6(:@U1-S1;1;K9D!U8,VQDF$TY M(FC\2K*^2D6N%QQA*$C6)FD1-HB91DZA) MU"1J;T.M:K==^E93TUV8./Y>IJ8W/K=KI#^R59I_'K2"9#-`-@L7XYV9MVR6 M82.3%F-*R5LV33.17I`Q(6_9"%:1C>LIFT9MI)%B+%[YRD80I021@JZ&\Y5- M0[;&+94E"#4JOXF'@-[CAN.>SXZE:>U>8YD45(F;Q$WB)G&3N!5?H\1-XE8F MW-ZD&28GRU(\,J[`_GQB;58*YX\H_="/1PX(3>7C^3Y>=^>QMK#E<=NGJXP# MESN2/42,I=302:A$;#2.^H].S!0G<)7A(BT2O#YRHL3K>R,G\<)`/!$[/IN7 ML=/T?>MS.Q\035U%I"!J@KQEH]A`1D$9R7+O-Q5#W]712(B199G(-(L)3,B[ MWU1B(T.M9[_9EHI4O8[]AI%NZ,BJY64*1@;6H=_*8"24JF`U'J_:5>YVQ>\B MC*+PNQ<\Q)G>-PBC[T[D*G-];Z8(YJ;%-8*R0\(CX2EJ>]S;#YZ?)@J*73F6 MB!IGV2S&^_UH(MK(*H@W]5@B4HI46EH_A$8L58VPE;5Z3O\OYJ9Y4>#?@1!].$!ZE"--%@SG.ENK]9*'#:/N2QXV5:05%"E^Q%[4ZZU^\+E(<:EM8X<8 MJ*I:6A-9(_9F"4^MW/1?)0Y_=(('YO1\3DP5>&$$T"0L7Y_]O55XG2\3M=9* MI(A21"FB%%&**#6+FAA%4O8IWW-ZGB_2Q)9:Q\"ZC:R"\G(?2T2+(*WP7;$B6C8RK!*0 M5)8_G+`^O`T2-8F:1$VB)E&3J$G4)&J2,6H?QJBJF(?@S*T9"$YM=3[.$*1B M`YD%98\XFI":K2&](([Y(PFIP;F4(JW<$7'["VE1@JQZ&XIX3"I%M-PQJ?L+ MB6V[]B8_9*H4F7G3ADE[4;FT-HF:1$VB)E&3J$G4)&H2M:K9B\KK8'3[Z$3L M,?1=%L5S5R[[H\*^C;UDLE.''>\PH)L6PO4VM8"0EH74F@=;04\>@56X<"$I M09I5\^%*>2:[FD>5(6I39!JUM@QBQ*.^<=ZN.84+J6F(YNWM*.U)Y=+J)&H2 M-8F:1$VB)E&3J$G4JF9/6B]C"?R/4I+J`FU*,K7=&MED:KMJRB93VU53-IG: MKHJRR=1V[U"0ZI121N(F<9.X%5^CQ$WB)G&3N#45MV7-\*>$$PRN:U5FH+FX MN;N[^7RN:-RDD[5T^MT+.];,K"-D$5:@3]>_=UJ_=:Y__>WN7+'X-_^YOKK[ MC1N)?IBAL5FZ).4_W,G$E+7V\N;3I_:76WBI'_J^,XK9B=)G/L\4PCF??SY1 MT\\CQW6GG[][;O+X\PE6H9%*+XQ<%O'OEU3J]?W,S6/3U_4?9@<`GPU2_?\4 M_[AUG(CW5U^Z#OK^V`7IEG*WQ8K3_S;V!(-U&$%1:=ZV10IK].*-5WZ%4N:_ M*X_,=Y7>!#Y%GN@(+TA8Q.)$84'B)9.7^>1B*.#57"3+K3A[]QBMWZ#0]AD4 M7SLWHB/XOTO80T%KT)=X?SPE!YF$,8N>/,$;+\[W+^?/TO18\S1,F>_07>%` MO>[EQBE71)JVUV2(M23%K6I89;[FX M9>+VY975N;`O+J_N^8N_\`4H6W]6MXY<'N&R3GU@\["=%.E"O69\,>B^8:,<%(X6(@!8:.PL>?$TR41\=5G-$H M"I]AN"?,G\#K'[!JG-GS-Z$JGV?TA=VE'PZ'\%(]_.E/N%F02^8L=:$`B[GNAV019V$0&QOP#;]:*'(GB M*-^S:0-2B7FCC"*OS_@&.E`^:.3,)`HL$.DK"'X,GSRN8"@!2_BG/F.N2)*\ MB&XX@/>7X%4^6+#`*QFD2+P-%<0"$MXJ0)'/Y_35#[;(EJ">O6E$8:V8(47> M,J1L\TQ_.:2VC:"5\0.E'&T$N9[+.?+Y20A4285_M3QBUC5PUKP#-&=50L4= M\Y*A01/F1'!H-VF=T M[0(VG:E(<0:@Q,Z+G18#6I$8MJZ8^5GY[)EOUBP^4[Y,9_H@"H="HMF@A=+A M,YR0LG:#0LZ7CS%LY7Q=&$!5BQ`L[B"QTAO'7L#BU"/%"YZ@&;S?^?+13[PG MX:V"X`=^])^UMV]CV^P7R'XB@!1Q@I'(7U;0%+"]]P8N3 M(/:[0#\%M#2R>$N3*DG%T?WU[YP94B2UV:;$5?.EJ!5R..?,V>`75SG/=L6,OX#]4#FNOCQN1\`]G'-N8\8 MKYVDSYF?AGAR07R#VS8.G'N*AR0Q&R%G(N`&'7SQ#JRNT&:8`TIPHAFL])6Z M2%C2%_"?DN9'[&$BP0E>T_L`/*MEAG.V,0YE@9,)0R50E0VK.H_WBR#D^7)QP^7ACK5C[4>1LJ*9 M#=^*]1Y@&_\YS^A``G%P"9X"8L#E494RG]%C*A;H">-`WP'+="5=<15XP.:6 M<1IWR./C"7@;5@B2G;+5D:9RG(V^,$@2V+D-HAVPC4NLV'L"QX),@F8`HSY4 M^8J,1QSD,(#K4A#@2_QGF.(XD=XJ,-RG+Q MF`6$/^&:#MJT,W$;L!"GX)],0T'A MSO;VTQ#G,\(?3W;(#P1P`,=&))0\%.4=6`WU<_X^#@#7T%^Q`:,+)@EC4<93^6,Q5$9ICS'/9-UKMO.#AC0IU?SV$#$]S$M6L_ M'"U<,5+UT>5(,WK6I7S=TX?&=6]X>7714RY'5T/-.#^71PJ&>][^,06I0'_[ M96,KZ0XO%F!=P8\`A>W^!6=XY4TP-G.TS5X-=%G71DKO8G1^T=.OY$%O:)R/ M>J,KPQ@-1I?GUN`*-JN]_0-65GN:PK>[:U_ISB_],8L\I8],B M?-<[]I2/;ZV%PSXMD%<^3R\==P&_LIA.^'D1A9'-[>##8XJ;,<2>M@&O=GZM MRPBO:0RLGGYQ/L1PF-D;*(IJZ>>:)ALJPJN^_<-2504$GYSRQBMARB/D"B0D M_!A^H4$2;`1?JIY0Z@NQH%IP['U333&P%8@\G!\\\"/IG?VCU%BF?J%8%KR! M8K:GGV-4^&HPZ`%8UZ/1I6GJH^&SL6^",:-<(^Q3<&BD!F_-MXA MWLH!=T8TN]%U)XI=`OZSL%UGNF1N"CKXSOV".Y5`]&!#3"B^EBUA69D=,?Y0 MR5,:A1Q5L2_&3:O4C8_M1PWTVH9R7]*_,6(@F>5CY[=4]X,1!GY`'=S`TNWJ+T<,\ M`$$6)$]1,#Q#`#9ZHM3+/+TZ`(;P*/<]6.3LGM$.0!A'5ACY[CKF=^RV_ M!DKB!R0?8%]#1#@3!S=YEK+ZQ?N[K[?IGY?OWR5[9,01S;CQ.J%`[H^.E_AY MR7<"":0GNO$\?`&HQ[MD.XX[Q3;U6@(($@BSPO'?.'#H9ZQM#L6;#2`V@P)@.8`F9"W"=,S1DZQYTLSKWB M>9Y8P2-=TBW^.,?K>Q[0X\R2["3V%\:PF`VR,&!W_#9Z9V-[[N!%QP-R<%Y( M^.CF!31:!/SZAC_)V343H\+W!W$.VTLR_Y)WAKM?.=;OI_CI%Q2\6`4K M7O<4XZQSR6N^MB>=,DK2*>-<26N;:?C7,[&$/;;A*S-I]^?4YK-8=P+S=@.? MP*[`HQYS,/),F&R:[?YS+)[9#X'T2_QU+HW7@"PE0[AF^#^RBP!0\6L(B+5" MNCM4)">`CZ],+Z:;\*<[$'-45+2_1:.RM\@>7Q>Z-K6^^)9MM3:QY:%FT"T@FZ+]Q-H!7A-9LM&ZT]5,.HI M4')3H"M)#!6L#RPUTI>_5YAD[Q6B@&*6Q9.?Q(Y784K6*"J4[K[>AGT>+8R# MFE@&$SO.MW0>K7O.,KOL5O/Y2@'][O_-XMHLUN_RVXAT`_CEIYF/P6@>0\V$ M=%G>@!/RH*+/8L%)YMR2@.%[-+,;O/RX(&P[N'$&4OJ!^&Z)!=+93_B@[[G+^-(AN;^!I^:P+DL/ M9-%A'HK,AN@WKT78W[CFH_TW#5ZH(%,\0`:PD@F821S:L=GO>T?KL#;X_'+$#\X`+N;)X\%";Q__3! M.)T(D/N&I7*1-+N(I9GP?WZ:.0`!;H=AGV5>($&S7<=4G23Z(:F\CE"<,#TF MED7$*=AC_C:[!+A%\/@M$JS$3[LAT?PLCT\=EV9N^K*7A/PV:_T.CL?*>20[ MD$#TS=*K''R!"0'\1)@>^.;K<1DML(V2Y+BR$E:\R\G0#OUA/SH>"[7G;M!R M@?8MM+3Z#*Z77EYM7SG=BYS="V.#[#ICG@("Z_![TNSF7G&P/_('BW^OG5S: M+&AW-+\LPI&?H1M^?<$NP)@(FM#(=MQP]RU(YE#B)'%^Q>?1J1.]B]F4WYR% M\?VAXRX3>834M,[>[)X1R,L#-A/7**^\1E%>?XVBUW>7T>5/EW^-]0.L'9J`*N"J?;JAY=*K[/8 M+_`7(5B5X;O*T=KJ(%^<;YW8C*G%N&GQE1[ZJ^LYL>V"ZO]H_ZNN7== M.3\4;35LU#,HK7I(SQ29R,5OE-^U`DB$60FT8O#)?1WN^6GP)_` M7_OU=W/#TI=T2@.L9$TS&&*U7C`N+9[KR'-MLUQ+C"U79L+)58=E*H),EF3FX4%^8IDE#SP5 M7F13K7B!/X&_]GN1U>GIET2!)SL]QV:K<,4@AM;%.*EJ$G/8Z)G>!X?P5:*H M);L10HDW58@*_`G\M5^)-]?]YFH]U>:[RU5+5?"%5ZV_81W,;VZ_AFM]3/BX->Q?C`/06-L!/L;0GVX.(,,1 M6)N#BP,LK_?B.7!L%.*J'05K.3VV@V`9-RQ@8\S"N"(?&S)3UW]J4,N)]=8! M#F^Q,O:]L>,ZS_93?O.O?1U![(@U@5A$?K!DDW)6HR9S+[WYU\9K.SL7T.F4 MSWOADW=$%X*U.>&QD"K2AL`T7]^&0*VO%X#XM/CTT3[=^H+H(]2@[R]"%WT? M*C\1LVE]'VH"L^IN#S6!*7H\'%VD[47Y.1MLV`G:>J9C?)*2U&TPQ7EV"TQQ MGJ9"^FPIIYUM$LH>&MCJL12ZFYX M4LH;VSJ[])O=_[O@&0X,HJCB#%M]AJ9!-*N>4HKNG&';\C'WJYPK%M?'JP;/ M]WJYZ:"926=M:LES-M")7FTR1_4PZDJ_<'K'S^T`T=2(8=;4-ZPJ&-5AOW@V M<2NFA9RI.AGJA3-VVG&,BM8O3J@G/;[H=FU6`0T)O]F?KN8EQ#F%[=-#&AA; M'5=#2G_8;2VD$ETI#&*[#&:E7[C^HQ6:R"**7G*/SJ:`JA=71R?D^GR.9C1H MH5JIJ?=F1?#)#0^]',R;IG4:0DCN%R;45ASDF5)87YXT(W;=I?FW[2YX_JZ- M*;ZV-ZXVAO:,Y"BPPB9MX*NK]&"]K*V>,),<9;>"$`0A"$+H""%TK2JQ.[7= MQZ(\@36!-8$U@36!M39CK5LQTK.1Z.AQ7(`.#CM9!P3W1:>2Z@_,[!?.N"OB M&99[7%7T7ZGWN%13.'`OTJ!=:NE1I:DC\";P)O`F\";P5O\7G\-"X59//_*- M;?#OM?9`J:;?O=VRNA/)SS0GVMH!"!R^N>]1+PJ3QD1[&T[!4G%7H8!B)R;> M\"@\M>Y`EGY87D^MR*)73;-.9']9=@V]:FH' MN.JN-;4#+/K7[-9Z)WP0$W!5^I[4HT9/4\WU%BC\-R.JN"426F4<^8CUK.TRC>=6+O>7;KDN\F:;^[WG&WQ(9R-TR"CXZ]KWC.M&2!7=1-,!2"V]"`RF@<;-W9N.'K!T_B(O` M]B*G:#I0G6P$,D.OJ=&(X"*!LH8(GN9:*>TLU-:(7M-8[%I-$J(7'Y7=-OM+ M`?.K'&"[94O\6Y3$"L4I4-8%E'4MB[4[A2<"?P)_=>*OZU[(_A''6\.\UR`=-5HJ@E=^ONFCKO4O*QP*#`8-T8 M;.JLXWPR>FZ*[=Q>LHSOT\X['Y@'#J7=DTZ]H7Z22;A*?=G?Y7^[]7F19:>B M;D_X7OUQ/\.S_L3=C$+@WYA1-.-_?VOM%J+I(RF< M^G$>[[PKSA3]>`$.MQ>Y2RD`3G.^,]NDB(EUB$%8M.T%T=6Z^P!7!:M%=+WD MG,QN79==;HLE)79MY11^>'J-2JSB+5[:=B=L6D2K\5*X3<&:[L2^!?[$W<$^ MB?[A:(*\7%5]9H!AHA2..3?OS>Q(>K"_4REP0GC'7]W/PBJ9Z=IV&-*( M)["[<;Z[$[;DW\N,V^S99H M5:Q7-W5FZ=&;NIYK])[;%AW5]C<:N?J,7V]A@Q%%)N:PY(2NQ@!KD(%>\@U' M^R7K?DKO6G7^0".66?UN*O;1;)JX,2&>NVX<)=-XAN-C'9O?5FB1#-0C2W#W_M-[B?G_:PI4_9 M2F(O2Y77A2MX*B\?+1D@42'Z8E;O4D&-P.!QY7-S2I*\Y^2JY(38HP++9_`! MMEL'%_B0'Y6UY/? M>"48_3%W`HK(5&6-HP/^1V/I98C>);6#"Q/`3'PNL-;,GH)2DA8?D_.`Y_XV=OK@K*D_(F_BP4\^/),S* M&SMS'`G)7P?F"*@=LJ/8N49?NIWY"W?"/FV/Q\'"=O&PDR4B"D@&V@BD.?5L MEU7L!=2U$>E8ZK=[<_?(:AX`&X9VL"22$R%G1KLFGL^!Y<9+7)(SKQ0NQK-D M1R';R^Z7L]40X[&_\!"P3_[&&O2'$R)7`YD>D8-_F3C?\<_??EF$O0?;GO_* M1/2"$@S"Z"T M6JV"4BJ"/[[2Z>]OJ>]^^W)ER8:NF[V>HBMR[W]E@.3;[=WE-\TTOB%8BJHI MW^2WDC/Y_:TS^69HACD<6-\,2[F2KV2]9URJPYX^@G='YU=J3QT-!D-E--`M MY?(;OO@'@AI#6C*'F6G-)IK1*RJ,CQG(*%P\/MH!([I$KH#TQ2,V9MRJZKT#H#4T%M78U5XO$JY@+9?U;TL M&;5W;X__IF#CT?$B."#MH\8J.XNH:LD=BIL'M$H4K74MJ`\'6K9*%N7=TMOG M#]0;+Z4)O8_JXO"32'AM(*O45+8GJ$38%)+KV]C=8_S/P@GB"Y70QJ%.D32U MG0"WN&A?*WQ5(\-!ZSR)0Z'6-#(X/?-*&9*!5O)8RFZ9&NO,WVI65U0L?"^< M@=U6JK<4H@X*)VNV%6I]2'13A!..R?V\W5>!FL@U#6@7L833-2C:V>6P[)[)S8-8E4_.0%#*#H=TK0ZL M.S6F`G\"?W7BKPK7X<6G5I6X':A$JTFQ5J915&*5'8*J%T0X1%UO0$!=Z$TA M]P7^3@U_[?>67YBX3GF1IVA,>MK/=2O$?,[GO()DF,0W2^E%$J_O3H+-Y9+] M@2:081&MIDSTBB#4!V0PK.?6O"((58O(:LDWY.U75J^Z*Y[;0=QG`CM^8*L$ MGBN6L'BC>7I8TU";P[]98(4&7H,(]-0>+ZI.<(S\(/"?'.^AM`23JK0(TQHIZCA]@B[F&]QA7=*(9G;YX&A+#:JP@$WS>`2W_";@\ MZ8RZTO+W2^GQZ.4B@J($>AHO%'A#X M.S7\=LUS4&SW%G[AV61;IFX=;5X6_(,AF]:H=SD\O^KIJF'VSH?75SW-E,]E M:W"M7\ERU?.R<$Y5EE3N\?_959Z2O;W)XI1E[H[LT&&C_;(89:=ZOQ+I54S4 M,_<,U/M"/6]Y8X_3/.0/JY;VTEVP`)/K+`7RXOV7F[OTS\OW$I\.A@!D'MH8 M(G?Y_IWTA,,=.8KXY,@;.UBZB"3^*6G&?4D)X)%X-6Y2W$F'<[,4?B&00XFVS<(`[M8W4E#9GSF$4B M/W0:LA&%3[X4T@RX^KLYL MX[0Z199_?MU\.D7[^34A,/0'DU>U=#*>2Z=1=AE55M67+Z2\?@OKW[UCHV9W MT$=,0F]PQFD\T'#/[,R,U+'AA-A\2];ARWO`B;6VE\@)^#=@VR5(D.B)@@A* M&0]'J`5\HBB;@6O/G0@YTP[^QF*N>Y0-<=XVK$JDN0\:&9>'%W!_+OO+HT_` MW3YX,"!&D&>1Y6&U`+Z+P/RSL-F(WC6&IPY>'$L3)Z#CB"V03/N<^L$CG[C[ MN',"0E[RW8QN<_*.2`O<,5N-=SVC.`D4E=ZGF_,+Z2*&],;V8'7&BV?X;&Y- M]F\![NO+Q4U>:W!.7FFICP"0=!M_AT@?/UZLJ:>/M\^KI_C]8`T0L`E!`'L< M37DIC.#$6X"U5B919B=@CO77MG)]^R&O&EYM_94@>N/ZV<'/.T>"WO@XD';* M3I333[0VS7C5RMKQF,+*L1D2%XJH5=N3#:P_^ M=QIX2"(]7"ST\1.HPMCK?-8LW\PU!6X"]']B7(G4%5/O&Y9([Q-IC#KP@_F?K!M1=C@A"TYSB_)J(XI]!Q8DHT# M"-:!^3/]]U?!\Z>S%9Z^E`)*I,P68U9*7T-K0J(V["1(!GY'/A=H.7;A8Q-R M;`5+$69=N6XR()HD\&R\"@#WLV\+!7PR"GBK!?9*[9L9L84"9]UNA56XY1K; MTA@A=A<3"NHNC&!Q[+F9UX?_S]Z5]39N+.OW"^0_\`X0P`%:"OBD" MKP4=@TZA/38OF#/H*`VXFP(3R,U?2>L^75VON0WPB&3Y!NAN=?,KVD"(Q8*F+Q+[( MGF4L`F8<\`5-$=$$W";.(L^'T(A;(_C]/G9GP,\\PBF,'RQ@Q$`'#[G01.#; M)]$XPS="ZR^4SO')$3O&AN"(8Q(_EJ9@A9.A]!>T1QH@B/)9#79T+5&2H.L@ M2Q.:(YDQ'G@#*F?(B3`*`;(AN,$WK,W^=_]5IIG61H!'%X7LXW`QU-&R13`LI]R:#KQ$2HAVQ!& M4/0=W.FP8O:I^T0]YD;]1.,)LQP M@![CO.+8)G_7C)4WWD2EBZ;04['Q.FBD]^A088(?_93'[T`'\SB\8CJOG@P2 M_]T+!919S@(T&?46H@@W!U70BX3T9PGG"-))48:ECVQ8`>Z9AF.:11@]-+`U``H'R)-GC-) M79;N0,7D.1,DOAB[@=S-W"_,$+WX?-';;$W*,`NPC$>N>??`NALW3D'EDZD_ MA[AD>#/E`%P+"ST7#[/P\<4!-TAHW'&>=<,ACI=)[]4Y2_1@ MRR3W*EYA$0T%>CE$8"E%GV7QF,ICMUG(Z`9W"=W,`QADSM/@F?G<,9VGO#4R MZG]#QD&64%^#![^>G]^LP0.,K]#KLO8YJU<1Z/GJ[=!?Z+FQETCO(_BS+BKE MT.7\]GWY/5L[NBCZ^[-MB=[5[VO(Y(:QC+<$Z=O*8D;/.C^1!6#_&4Q)T)$N M\@8,V7RAZ!;\&6,=CV@`_F6S>6ZRT-VXW),CHV`0X/TQ93-#ZE@DS^%BWAC> M//(#CDL78N\MUS=X?IAQA6'89?3!9@?\%$`D,%]/9[&)Y)AY14N#1 MIOYM+BF]]6)0>:GI=CRE7A;0Z\EE'F;>N4_\$B/H__<5'\OK56^VHJ0[LF%> M7#H#Y])0!_KEI3EX[YCVX$H[-^1SQ])T\Z*.%:6=M@J]/P>D3&2!UYB"B!>3 MC:LAN;#?HYF*_80R))!SF"4DF;?'CK:++0O_\_`+3Z'1('H\/#G.*6I;<&Z9 MJX`Y+R#_JE#=U+_?_SS9(K167F[S5M_7]^X]]KO8!^X\.WA[[JOV))1W`2S$ M?;5E+\VW[&VP&(0/)`Z^4-=%:L$IMNJ[-098_8.&;&V)^,VW*[>,']K;\J/U M$OHBH\V=C#[+T6.4)>`)DA].SM6&G]S>?:?H`KML^M4#;Q<]Q2&&MWZNT6/N MUJ;G3U?7+'7+`R@`V*WM_ MM$P=H:1+8S>.G_/K[$YO75_G?3=$PM*(;?:N#)!F$\L6MSF\0NX7F8]GM@T" MY9XN;G)<+HL6,M>@"S$FK`^]):I&V3"(H[>J6F@OKG[INE]I9\T\E2@UW358 MJX'0U`:@J#:=P^K.857!OWX=]C5V6NU?8PP`O.6&Q&6:Y3!+?B(#YJC$[/:% M%KI#[*I/-PL;W50;(_C7!!O=KNQX8:E9%.`2J>\#*N*L[Z1N-`0X4W2-&.;! MU9!^:*[O/U,4FZB'7P&RD[3VF\:V7]IZIA!'/AB\5B2W(@4G`*\`O*WE7]L0 MR:N3$@5TVW#CKAM$-P]>CQ>P1)CF9ID6P;\FF.;FYB)P/XFW(Q_Q7*F]/G`? MT9FA$EMO8O!X*$&F331;$;9Y#U7OTGUV@H-O:Y_WN!'PP`-6+YW2NG)C/,^< MW-#X%D__XBUV8^CHT@^R%/NNY)26HZJJ=7ZI#DQ5-0;ZAXOSP;EB?Q@HYQ\N M+<=0+FW]\M2GM.1O'-*:1$'`*O!*^2FF;(87L/U-^7'9$3*.[=WR..LDFK,6 M3_5!'^QPM31V@W$6\)U>?3M_9>O'G;^RY->?O]+J.W[5Y5>W_EC-\0>=%'GG M`9S_`_7GMT%\]\)5$&Q\(;KU2'6J]SMCE M%?GA0>@.KZR"^0$DD^.8_(8%<:[P5=D*AJY+P)"S4YPJ%&,^]+FV+;[L4_[E M\*HO1TS5H2<@'9T8[3KQ<@2UJBP3Q:FG/DP-)(O"R*A@G+ED!'+IX0;=^!N#.%V%HU MZY:-)-8RJED(:"2Q^N$%HGNUZM&=%57!/\&_.OG75;PON2F_C9:M4:11J51/ M?BGM8;Z_:ORO$DNI!_]739D-_JV+12X5S22V8M:/Z]ODPKNT["XX*#A8-P>[ M'O?_1='>4F_@/M"8G?#*B^YE*=[&CKL#*O7GQT9WED9TY^!->B=)&A])H0D4 MJA5[P7HIQ%-Z1@,NJA)^7G@IP<%^51E&&MJ\8"@2X@^3;Y\"XE^00'!0?KYF#7(WVQ]:OI<;[8^M6/?^?% M>5^ZCD":!V[8:`.@.IU6?\WJ-#[7U`9`US:EJ+J3YA?\$_RKDW_MQ_F[P]S% M+LC']215F.$=K0CQ6Y:NLE6B*@=?NM,&=V@Z1-<[C6=TC=B6N)&@MTL"@H." M@W5SL&T!_7Y^OBUG%9N;S3J*+*?1JTSBK**PD\+3"`ZVCH-'%(YZ5\&'\-)%,]8=KRBLE&R>2E?*HXV>*_8^D"_U,\'SI7Z M8>!\,-]?Z>=7M@G-3EPVRMQ1-NK#LF24GTBN-(]I0L.4KQ]@EH$&=(P(Y>N" ME])DP4QH[;FIV[<248HL'UDCRGQ]C2BEOD)-XM7BU>+51WW?@AH]VUH<7PQ) MVUW")W?0O`89&\+HP'A`L'Q9-4EO6HFQNNCL7Z&M:CB]NZ+9)1T/5T/0E$X( MUVZ2;^D\+=(L]X#F?V4A[1G)?[AQWR1;*',O)%LH\QM+=DNQP:&X_UE^-4F#S1)9^#@WZB>[9XM#MS08&A$-NHI]70J$A79 M),;AA3C;0:,JUW:!VZEHM&`::SJ8X&)GK$ M2,5(Q4C%2)L]TO8'G'L4<3R13SD0-LA#K=LY/GEHU5,#Z&2IH6''P;L\-+J= MP.R\B,I#L^LBZG1=1*NN-]:VV'*O2Q$:[_L[;W>ZG6,&M>QV^A5\?[=W$O1` M1(UN)U[EH=WM]8&V^/[F+CQ?N,E4\OP'WZ.AET@>'0=N3+UC;TH2\%T0N+<1 M[KR7Z3:!RK#JW3_USV#7<8(@L!$XH2FH`%\SPL_G[+29'WEX/$H/<6!9PP-117.(4U,AZ!/N MJ=4[OMZIR#K0V.W$M:,03:NGDL+)2%2)5E/QJU.1:,O$T;H==UL:43M.HFX0 M66W`/>)-"DUW0X6/JU/5J\*TM2"%U[78XDYEBVAF2WS-L<2JID5LNR7[^8XF M5K&)I?:$6,6QB:*T!/D>3RQ@X+9L:CQ>C('8-NP>ZT6M7<&HWBS9[T9`?T1Q M>H_5"H/(#=>@SYGR0UO0#V`?G9AMV5Y\/+FJ(1.K+8OYQY-KRB9QY)9$;\>3 MJQ@FD?7>S*Z*5_#8+8`&;V2J0'=-K2?DJL0V5:*H/=%=%3"N#`+=BHV$3<$@ M5T]CFB120N,''ROZ2,D\INZI#A4<'\4I1#%[(M^*C6FFEB3#CY]94&6])YA2 M,10B*RW97'@TL1KFU/J2+25V&W;D]2*=(!@E\B[L-9^H&ZSHITGJIH4R#^[X M:^;'U%M]PV[O3VB:!A27JU8_1)/59Y;#.5-;D[61(?93>P(F5,L@2F_6K'29 MZ%9/$AB*;1+;:H&'?1-B=9O(=E\6Z-!`R3W)U-@`B?NBLK9.]*I/LW8K1[-< M)UIE:1@[DS.M-7##L(C5%].EZ0:Q]9Y@*TTQ0)][DJC19(7H:D_@ANK(Q+!Z MXH%5TR&FU9<00<4EW9[@#<6&>*CJ!=VNITRNTRF-)3=):)JT!')@'-RKH%]3 M>N*%%4EL*SAP?]*L]VH)L6D3IR]8J585(6.L)F%3P)%=;[ED[FEC$5UK% MZ[G[0([YTPL(HDAL96QJ[ZYMBQ>JGO&+UEG>\%F14^L)3B)+@FN": MX)K@FN":X)K@FN#:?EQKVVJ7L3/5=!>E;G!4JFG/YPX]Z4\<6:^^#EI-M)E` MFZW4LSNS:MILTR&67D\JI6K:5-4B1DW)A*IITQ29.$HW:5-UAZA:/1FO:FG3 MB*YK1*MI:;A:VE3BJ)BI;,!1H^:G>#3`/5Z4C0)Z*J1U^!N;!%`%WP3?!-\$ MWP3?ZG^CX)O@6Y/XMA/5/M[U MS6/G+)>'N4]/RD(/-Y+=QY3RJZ'32(KI/(O'4S>ADAMZTJQX+1(TG[MQZH_] MN9OZ42-R`KOHX2'WW?>[@`-$R9*+5=#5!U;3IBDG,FBJ253YOL@)SU\4D MH4)LVR*65<_!A*KG3=8<8LK=G#?'EHEL=''>%&*8!K$[N9BB$%,Q8-Z:D"04 M4+`=C[=M*7M,)[2R!8&8KKQ94=@CV"/76Y MQZ/WP6,T4=/9E5.1J.(MF_7L?C\9B0ZQ:[HW]50DZCJ1]<;N0^B%J>I%KFPP M_:,AO(%FHM.H1)`H2!0D"A(%B0)9="0IPF^?"GQWY`>L3&RC,89B.,2N MJ2[WJ4BT-:(V^R3=6P24IEI/38Y3D6AJ1-,[3J)*5+G1QUF/)E'5B6%T>Q8U MAZA5'[:KET3;(:;=@$LJFW^DAB+E5DT#4UN5P1B.R8A*KINH1)R-2=51BU'3'_(F(5"$NU8G:[!-QQQ-I MZQJQNYTHPC.I.M&;?2;U>"(5Q^E\RH]8LDZLJJ\-$_FB9J$VP37!-<$UP37! M-<$UP37!M;;EBYJ[P>AVZL9T&@4>C9/55B[G9XE^S?ST^:`).UTP8%@V4;J= M:@$B;9O('3]L!3-Y@EN%:R=2UXAJ=UQ<=:QDU_%3941W=&*9G^\JV,#'],\8+!;:/*$S3OK^_NKO_X25(QI9./=/'=1AYKF=9AM+`L MT.\?_[P:_';U\=??[GZ2;/SFKX^7=[]ADNC[)3=>IB[E]Q\>E&+*1WMQ_?OO MYS>WT&@S1 M&+\O0>KM\XSIL45SX_ME`!#0"P&ZRB&KGC=MN(5UF2CQ3=^A5Y6OTM3&GC2Z!G^BWTV$7Z8TI@FJ43#U$^? M-^O))=#!-VN1E$6YX&E7F$Z8HFDHN/^7^#*H^C!'N)XJ-4Y$?/?\!___%C ME@SN77?^T^UX2KTLH->3?V=N#&H84=W]"E]'T3C M+_^$[J1_++L`AO@3?^R&Z?EX'&5@`\+[&S#\8Y\FRS9``5B)I_03G?SRCD;! MYYLK6S9TW1P,%%V1!_\CRXK^^?;N\K-F&I_Q2C]%U93/,.&^]\L[W_ML:(;I M6/;G<\4V=?GR:J!:]N5`OY0O!N_E"W6@Z\I[V;&O9/E"^XP-_XD4YP1_PXVM M)/;52Q7,IREVN=;7"#__&:5TY<.TU6J$_G.!9=**9]*":6RJ6!\;GN^_!P/I M:10'9!1YS])@<`+B3'R\M`QC+WWTS1]WQ5661$H*E+DKRN8Y99(;@\AGLQFX M#A!KZ&%$0=J'&W160`Q?5+*_WV/J\(./'RZBD$$8I@1LD/YR6K9/4!VS<#>E MJ%[Y2%>E*]P`!@-?B;5\%%ZHI+A3DO//@`#B9.71]KWK+*'_#`W[SH;6E$V,-. M\((8Q_.3<09O]!HGUDQL;TOT)6ORW`0ISJ<2@22-<9K2B,',*$ND]'E.F?/GS#P0Z>YSZXRDS66F<)5@V>0K>&?\'D0:/Z,-;F51(KH1BBD*:OV8( MS7^E(8U!IYZ)A-VSANA1<[&+PI"R@>;C+$W.&BFH.O"2EP64,+5>:0+[:8(\ M7`/ST,P'2DI\PW+0;HB#)#G-T!D.P4^2C+)JT5R-(^AO,1U("9N.!?K'Z8*& MR&.N=3AH5,I]AXTS#"8%&";%=$Q]>*,T=I,IMTX_`IM+K^(CQD\TOQ6?304S M;USK%TR(N:=Y+K[L)+K)55'=(?1+P;A?"`NS7SZ@6NJ]%&&!]$+3DOS^Y^.: M_`ZE$1WE$3Q2,(Q,ZN"N!Q96P8^]`GL#!(:1"!\V"ETDHMQJ2T. M^^76\'K?RX!+,4VS.$P:(J9%VUSRKP5M6_>Q0"M*)?Q=FM*BLON\\3SV`0P^ M@\,,*/?^!0<3E3\M6$*L\\SE"1#*"^>/?L\@)A,3S@?1=6]9WV!!FJ>S3,SAWEB,BVA]!W--`U2[(RQ2":^/C4]58V!)4HCK+[*?=TX`+!M*444>'-[[<$40?^`'X( M[5^>Q>%)&^RC#+K(+HN4M^!3^&WSQ+`=/+KF/X`UTSBT="?UT":I%:^:H:(MR%\C[;YH;8A(6+=I5B51(W)2(RLSYOE#RV]-J)4:0(1'\#B.)JQ'UG.-7A&D[6NC4/I M`AOX8;E)LBXW3&LAIDQC?Y2E3&_**`DWO'+)`R'_?_;>M#ENY%@7_CX1_`\X M>D<15`2:QHYNC\<17#V\5QKIBAP[SJ<)L%%-PD(#;0!-B?[U;V9586WT0K`7 M`%WG7MLB"12JLG*OK"?#9Z;GT36&T#IR*1-D"IFZ3>$Q;.#*E)OGXR>9L2'CSIADDYTB=SP0&NQ&;/43+XJI`4KGPC8>AN62G;>I M8FY1D;G`3YTD3`7%V;,AQ%:/#@^\47.1)/&)B]*'*8G$2;D.,Q;C(BVIQ_9` M\LEQNUAA?3893$[YTF3.(HZ9X[F,!%2#.3@M.7U_04Y2%[$H%.'W@`=!7)Y; MQ/;I')DRB*M16XT"SH,TRG28,$%FYEM$>:_HX*?[6U8=S%M8H%Y5W!:\A72: M8S`7'A*;A@/U4WT@8V=>UD]E[9@J0+J.?-EY.HQIW.)JJN0I9H?@S\SEE8L9 M`A@F$P0>,K#)9Q$!#>I+\7')P%-EDN88T',KO9U-8Q:&/K4:B_-AW.][WPCS M#].+>6.J5UEVQ"9C@R:M`IYP.EZG@3A8YE+!;Y&GB1/AWH2I)/.$ M'-TPIQQ[YOD>T`H!:HR$.0$T4LSD>3-?AL=0Z*\6E\*T.DXL/R1H6\;ZAF?< MOZ0*Y3S+N'UU.2*-C`;L":IT>'=#4:JHL<3]<]*#2>`Q!G#4#-,!68H&\Z7Y`30^DE9K9+$# MF-WTH[@3:$SA:_3QD&8GJ$\P+\2<^1@\5S:>)^%D(O%0C^45'UB$F'V2:J:4 M$BXXA736//!DV=W,4ZD<;[Y.;ES`KOP;3"H.$JX^NXDJ`@8R@B:T:C=E M[O7`8@L?'=/D!+.X\YAI.>:PGJ3@NM;-O!U6_7Z955EPP,M< M6^#9D]J"'18 MUWZ#\MH+<]0@<`JJO.SDV35Z7A%[?GA6/+!(4SWHQQ?D@O$P/LTRF7$2YWIA M*<7JZ85V-8GK!;*HOEGL&!IF5Q;H0_*K ML9@BV9RN]#B%:P0>Y+S::40>R:S^IS?6#A;\.MST;-ROA)UV<[P_\U#6J,2>6/J/:4G$3FG8D3`HI`QR"UGU;#4!OCU M9:>"S_K/9UJ1S[XP!LN/XTYHZ7+Z,]VO>8R1(_-'BX='J?J[_D M-I7^DWID;"#&QBR]-/;``<&D*#\\G]/4(65^&A=SS[;(W>P`DSG6L+IP1MV4 M./5K^.C@OC@P39X;I: MU/.=:(F5D`LI;`D==K`X,WK40GV7>$:("[_BJ6.:,Z>5X791[K'6,OF3N%Q%E%6NA1XL*;5'KG@?/L@!CAKT]1 MJL@/F)5/\,"&!"SIP$H20*PP44//)U/YYL'>"ZOL#(IE<3S=06CU:7H@0R(O M=#_(=>N@PL[S0IBQ67B`'HY-?%X94!\UL?QV/)_.>*KH`0OM6":,E>N@!LSU M4TG[;:+UY%3MT1/N@O_ZP++7V340*2CI8!CT31UP+.F?M\8$SE>O]%0J2CG$DW\P@Y=!I&E&$]GDA,DW`/ MQ/<(UL9BF))-_22MO^?IS!G,$3:=!KJ8)&7)DT*)%B;8Z#H?7IA]J&<@EH!! M+H)IN]YD`J(#@Z3?"J,2:]("A8QJE60M#,!K[0OG7%X>&F9E;BR10@L9"I_, MAH5QBBG@A,?=Z7D99A=HO1TK+N5ON>QQ)I%LT$J-35:Y4=Q3[EU0'Z)P*X$2 M#@N&'-Q!U\-2A$PT.!7Y[4O,]/*3GJA4=DI^X(:X,OX>AUKZ)$HE?M3W_C-G MN1.9!XBXP)1`J!)91>(#3@$T+I(W2V'770EI48HT96X\D8I@)VD6F%;_8CZ& M+IQ5*&,M.L8I&0,4&"XN:R^\,$!/(!;=/"ZI6:#-MWM!";`*M,QZH$&HG,

H[G^<7%\=Q9,1BCY3^$WBFI5O*CS0H&YX^P M]R_H&.)/(.>HK8M51VD-&B8XYK0NB]Y3P;LWQ=(E_#89/P4P';)$]Z$/BQG^ M[+'B;M%CXXC`>%0*@>YUY5&%+].3J]2EYK]&X2\>$Z&O&[A,&1?M9!UG\$U@ M([8V0W;W!-LRN`?U#BY.)N*MS8JQZ:+[5M)=:&+&3A1Y;!\+ZIA:E_S`KI23 MPGKX$$3DO_P&S#RBBITY4/PP^JSPR9.?2A_-ZCB`M0/RDO$.:/[8RZX;5FM4 M*L4N*]93JC:H'E@L3ZM<_5)<8HV>!85%IJUER#39/KA@901W61E!:YFR7''Q MG!YD,4U(57JN&*5/%W=G6?U`6OR#F`CTH`;^2E_@#[OD(>%'L5A!R5@AJ]!U M(&*GWL4J#BNR%4R*?F"EM."I6G[`_5IIN62O4E$IN440_*,>IEX-OT>>9>:S MPP40J*D'_CLG"XA0A(5?Z*$&O%PE5%[Q;/6GX'9?&(WNU#JZX*]R,/XLYX<9&+PV=^)\/W)B15/[R\ZX5F M,JN2Q^6N7*V1N<5R&B3!SX0)1:H!6'@WF>,%GUJ'#?DIR]_$Z9$WA!SLW*"4 MC"R[WWGD51FN5$Y;T9X%S>2-27D]\QDK#J&%;`6W-7?_P2](GORVE'YDF,EF$`F%TJ5YP,-FF@$NE&+3N#>-\!-OROUN(%V` MT3NM\T]K^T_SU_*$,8R6%^O"#[RH-C4':<")H?T'QBDS\)$&Z=48>M.?WLHO ML8%<-`AT?A-_/DYS>?E?I2QMC4[9Q/'].`V+LO+?,:]J#9;=JP%0\9BY MU9G-?(]SZ[_G[B,OK05MS<\6<`#\8\:^9])OX7?X&[U\A&>WI8WG^3D,][TQ MID>P=!`G/`8.S,JH&"'"><*TRR03[6?*!5@@CK2@\KL\XYA+5*D8M6BQ6Z'\ MZSU9Z2/N4VN]UT^+!9V5R'YM)0@O%BCXE+"57A$;*#XK>E,+B3CTU!:O&FWD M<&)EYKC>Z2SJIM2E+?ENJ0;!SZ(``@EEOI953MPJ%ZX<(Q:02PJ^U@+,%C3&1?;DD.LSKL-?$;2RV6Q\#1H2-1"B( M3PX^QJ\=ECW7I4YH[KYF'B#-Z4]AN?A*T:EE^YUK#;R0@ZX+.^;+W)1M7O<> M'NJZ=[U)4^IP>A"QL;TQ3#$PS9Q'GFB@T22\DI0W$H.DG9/)"Y^(W!$"''YM2[J@$FR-RX5!MP((/\&@2] M%_98*!K.CPVH`:#,O'"CK'"?#*]W3)UOY=L=4>I+X;E#1'W:@@BT1"$7=S93 M<7$!3*CF/DK,DVDT]F.N>A%6('T70]PI)M!07>&5)%&.N*;:1-4;EYOH+2HW MN5ET7K(P-P@SS*[";8%%$),B+Q9YBAI8[N#0R@X/;Y.B,:8WX5.DH,P@E><3C57-?/38R\._>QB1G&A,AVF.DXZ M+4+H?5MV+>OQ*9%.)_@[#%Q!H7K\!)Z5@N!Y/[Q'82KX9YQO5+NYSZ"E4@?\ MB0(MP5@?J*[RB8M_0%IDF%K%&2P2AIU$PYRKD\ZAR-R0Q+0*(M71A?31P@[5 M?2E3V6G>@>-7G3J%;V)A2^J'LW51=\W/4O[\CC)GH1S'8N&Z,NXS/C,M7%+S M6'5$,F>8"?#MA\IZ"P!5\\"C%_(8FE=V-9UU)6,I'0:+P;#I()RO,J8HU!.J M<[7JW*[:+)87E9*]B]?[4)`+5_Q.EH'J4""1XKN9&J!ZD`[!P;I.?BJ`XRQ< MM:*8!MD[56R<[/851B@,)(?G[?A5:H0-S#^-"$CUD%M<:VZ.Z-6>\K:>'9$4 MG=#4WJ7:]0&B@Y0#:6U(DEY#KH&\JF9!5L/>EQ(^Y63OZDNV8"EY]%J?2Z!E M;%0B4GA*M"HQ(90%67Z6IH[3#&XA>YZ?$JU+\=3EJZK9J`U.F?BJT]B>VKW" MG<]*\7D+PY82'&"QJG\)N]3OU3:W*A]X:4J)HZ,M;DU^AE:?/UGLLK#\:/"/ MVLS08AZ()V333!`M#2ZD@E8D@C*_[J1R2P%^>F)%G-Z*L\'*0PLYZI9P&U>@ M4:Y`4;#B>3QCI6KI05-*P'E`D:6*9V(4%I1Q`HHD[#:>FSJ8$&0X?B4"4Q/- M>(E5$L(0(R5W+%SG)2X`YL@,694$4S8"=$X,5*)\3`HBN"J;RP M`TF6P0S<_#B1?SVF+6@2>.6,TR)GWI0:6,$[Y:%1IE>R]TN7R%'!L/QI:P^6 MKD@$VT4#EF[=:;UEJ"^4^"'$>0CR1,OX,Q^KFD7[5MX>JOVG4X^7FH#TT['H MV>;8X;]*1\[5$36M/+@IP6XQLU&&+BYK"MXK(OMFJ3J%1J;%=V^_?KRLXAZS M>Z_%:7-UQNM.Z:T.BM:>;VMM/7H9%6!*A2@-O^-O2)J(I%"4="*EG/Q:@_V` MK$^A8EBNLG#-GAGT_%B)(HKX?KW*1QGED!ZY?Q+P00KXW(R^X2Q/63*#1I.J M%)"D"HF":/I5NM52C>YPF6[TVDE>VH]5]W2\`D@*H^@2@A9*XBK,$V:0_:D5 M3.N>/MU]9=#-%?S<\D9F1V?L;)[M7%UI%`REO[;,,ZMP*=#IY*[*3V MCL$>Z\5>YR=FW2?HC>>DGJ]+NT6)B!FW`5YWHE3.WZGP6!9QN@3#1^H")9OH M'#J=)YJ&R]NGT$/W35ZN'$VFM[C*D&6K"[:+?WH@M"\1O5E#3SIS6UVM"KA? M.%A=5ERRR3J\.&D-\DJ((%<^"BX?M!9M=N#];>7J\M."4U$]@PR/\DY\J MA_CRTE'JBQ?H!:#R"_@5>GJ6GE--2'$]--_"[?*#3S+?;\D6E)!8"DUB,M>O M)2+[K]2!+,9W4R=&O+.`)-38%LP69>:R-+/5H@F+..I@V><)*$`'NWV6/O0B MT2L%S%#Z8?!XPAH<,%Q.C%AH$I/F>%.0?Y[-I]?59 M=QD+?Z4MSUKK/C/;&2'F*-W;8B*DP'0/)/E.*FS*SAQRJ.93ED\`!0D4@)<^ MH'P6FL!ET(UU6:@4ZRWAGBV;186/06>F1QPNJPVD@-!\C*+>F`<<HTJ+:$%:'!SS.#U(XRZ<05FGJY!G2@B___7Z\]E"HHL$R":N].7F[K:P MYXQ1,F-!\JX_Y,GQ)RU1[8LN`Y4WCROOXO%H@)>2*3'PS##+&#$G(!Q[E.8B%Y`GSPN)RW4<&E5NTZJRJC0E&D0R\O#TOZJ8%%2SVR[-EP&/E MY>9KR1:>2F,NWB=%C&_>BK+0?"L;>Y#2%">&T*M,T2,7D+*1 M#$$9OE!Q*3Y35F$P0#Y;?H#++W_2@*^4V,SQ=)G,40,K\Q)S*"RJ),<+$<.2:]";< MLGO-Q08NX)ZG`789\CM%_L]2?2FN)(:AI7Y?:&88'&4I8<&E/VW]0\;4Z-9K MA[0"GAVEY]U,4AQX;K9I>0G'MT(P5X:LAEYW=@O[A-YL"MP!.GG9O6M:%T*; MYM`4;5J\S_*:>0>3-(?-EU*@=]XUH8QT"M:61'1E6'"&#%@5WB]F/+*HJ+/A/5MVDM:-4'N+&U,F9VFM*Z+B M[&IH7>5ONB?(Y_G!2*GVEE?)9N:*SBXOY><[N*0'<+D#1[R![GMV!A"G_-\[ANZOOF[4ZJVH'&64SI+.3G)A*H%-Y##?/.V."- M05$89^;[7_*TU,KAJ2I>]H$IJ\N!X7'(TE*KD6[>7:#B'V8*I9:(3!W!^Y\S MJC2ARQSMF)>B]-9S,`OT+`N29Z4TWN-9*)]EX98 M,(HD.R\M]X],7.&/TGF1YI\HS5M<)Y$J":[BLP++)3R%3RWC*UQ\Z0]>"<`+ M^`NS3"\Y=U+_,?5JT5/'$0K'NN!O_)L[LOQ0O<(AM`*H?"I,&U,67.K%89G, M%V\8L'=J)L#P_+(5\)JF!P+B$Z10)<[XB7K0X&!S,A5@]5)DL2R[QL;`__): MDRDKL@,C+`_*L\9[S`R^1LNPY#B,Z45(B#/I-ONW%(YA&^/LA+>0&E[,`^.& ML/N=M"_R$@M,G:`HHJS%7C^M_,SAY2LF$?RQ^9BS)JTX33&8*6>.:!B(^+$E+;.9Q M_2KS->;KHCO"E$<:'M..TA)PW>4P=E*+D82UHV@F(YJ-8JBV]1,P4>OY"-E2UQW)E M4EGB`0-GO(4=^JC,TX,C[.!>@&VKF7KA]E:::J2X6Z<3[P=Q!^S,.>+[C+J3 M_NH#1VE)*@@"Z'#=Y"_6W%'-YN^R(_/%,4X*/;),A2]B%GII-+#X1I["U<^4 M]SP/P)PBY'X)E:1/Z*@K1D#%IH,O>IXME3M_KW2>Z8<1K0S=15;JFS;_Y'5D MA?F4U$4U5@[H>44&5+DX;4XHKZB7EPOXR4_<@CL)?5$N\EM97?(ZV9+4GOQ4 MP*HK)^1YSI<52:06B469V>`ET M;5?615M:M@.4'QZ]9ZH^Z'#S*>X%;P)',V>TJNLL/TK+*[VQ7J%0];60R>"7 M7>8!'RZ_,U0])-M]L]]*Y,CR_DY]*I8YT1G3X MS.ZSG&'&647N)N*R4A%6ZH57^9BB)KRKD'1]=Y=%,=0Z4*;(>COB>=\9?<@KI@XK MR*A%Y(.3GRH7X3M6Z_V683F6!F>8JNS$ M=@%5E0$Q.]CZ)5P%C`RS.N.<\HV\2,46+^62^9QZBR-D9WADH2D`P_'B$V2N MMG17N-B4IO5X+B:,,P1S+[VO2M,"SDL)G3E>&"(OWD="UV]B%9(C+BTZOQ@< M$)1S<)O\M"D7=:FH6+1(.77L?E45@@X-3"JKZ96%9;=(Y.R:/X7]8IXZ!XU[ M\?"B2W98C4.F&8'2<_S^"G]E4V(<8&U*61QV3,5^QM)'V M7.*129J>KL6?;`4?E8T<-BM#"#G4%^>%5F5WI59E[8:Z^GK]F>(^9&C;2?EL MJUKY4@@7:/4.+[DY=0IC8&UX&&>E.R-<, MN:"U&H`O(<8E\);CI244P!?*B';P[I.'M9.T$1ER&)9EL/:?[&)$:J(FSCCM MSE>&9CSYJ7JCI0PRYZ8M2M-ZI**[^SDKF*FI,B_=AUQT`7C3[F(]=X9OP6#- MN2K*6IFGBWA)4Z\4O`,"@X%/*ULPA]EN-BW!A\/_WJ1-UE<&X>UAU%M48\&_ M>5%K7IT1!H-RH]*T5O>_>7(=XQ@P5`QME!2[W0=AX$PFL+,L1YSW8Z]BC--+ MF#G)<@BJ,]['9),/H,RD0`D+865]+6Q>2YB9W;KKRWSF)46-(`A,ODL=Z*EB MSY:RHE7`V1(CM+7TQMIH=5F(Z*Q95#4?@]/HXHVI)L+^,0-#P[CA([/SS#A] M+:&B\6.4?V6P:*T5_67%0PL72U`$*)PZZSU.(^V3M6AP>1YGT?U,`;6STSF* MG<>?3#_%&'7U5^@TJ+\C.>X3/V.!<3CZ>^GR;\!-,:;KV;'=X]RCM>IE>.D4 M;,/WIEYA`0A9XQ;:T?H>.WR@>I';Y-(BY=R3AX\\>FG3L:R$GT'\R86L-]I8 MVK6'+XI#;;"BXND,U!VNCUW)R:HR4)X(5FWZLL1=0$3O"]&!\)WO+3D=N.5A M\W,6,SQ$6'Y"O=UBEY/:?98K#,/[RY7J4EF58\&S6F2[DY]RCBZ4!:)'-$YX M_RF73`-O\L+3`.PB"_L+A3`\8VNA9:SCA>(#F)1#(0]?B@5X!2Q'[N@LV)OE MM7REM[-UIT$5+55XR:$CO82!QV#?^(A?'<$I^!P;#@,<=DEN'@&'/CFT+0BZ MJ71%52D-RZ70>.6:[AH:")Z!9/T(4]JOV,.SC&Z4":I%&V6,-QH;DF^TJ"*' M9TAU2F&3>#C:I;^38/A;1#'0JE9T`;U\I'V!:/78^)40=.\ABU<&=_ MO2['\GDG2E)99<=O#$BK4.7.F7A9,T&F-`MF=/UW:1X]O7&5*M[*.[Q8I_`6 M/1?.V_]1OJ<.TT-J"V@K/=I)13XI7`"1:W2_7$A;<%#Y8KN`]#"IP)&\/VVY MLB]&M!-N/:@D>V5]2$_"Z;!9+0!LVT.A!7I$O.D#RCCUEC+/M,#J)]F=-]_' MD^\B-Q!:FN&!+X^T*#3^+73(R)`5L-Z$0H8A#$KQ7+_8BB(?(UTE^Z+/,00R M,UETG-;O-RL=8)E[G`N>(SR3S!6OQ71A"`+3@JIE,!@):$:8AF0YJ71` MR(2*71[D8`KCXOV-G"CP>P"-M=S?F6LD-Y@X)NKG-=UF@QX M.[MJQ8J#TJXCU.8D#LO53ST6&Y(?LS"F\%P'JE\)BT\]I"I4KX(N/U@UZ"85F91/2JAC+>]%`&UU):S?N.* MJ"H9BS!HTBS/B>XT6U%K`\4_"B$&+G3JQ7&V!9^Q#HS](6[Q!?#2&L:5-83I M&E@2'YA['O%T,VQ;0,8\3YTYVDL:$J(DIF.E:8GC,T!C&(:9TN+T4I>0U<)3(..R(>$W`Q^HRH2O,.P/*KAY0B;+ M5FT\H[9R)YZ;%0I(;DB+\Q,?%XN\"@:E>(DW32LR/(KL8G"J4"GT5#9.->ZJ M_4QYZ_%R!>PW3RH\SAW4HX2P9RFO<*;B7V2#+I08U>3BT[N\2S$I\].B?*RL M8'GIY$N@W2<_I9])+RV\E&]:MY9;[U!)#"[H\2:2ED"D45-9T!Z6+7K<^=VD MQ:*5&7JYX3P&T_I(>8E&X72U[%:>@WAH/(S/UYV>L.3\@JX798FT?C(O87AD M%W_3)])[3M=\B")F6^'+Z'*S;R\#(ZK?B+HSS9.?:D\U6^22%Z(CWO@K+;+E M'A`XLQZU2,Q>S0-T"RF!Z/*HC8O()$\\+NXUP]B93O%0&`?).JRYK&@_K0?` M0:F763-&EJTOC>.Q2JD3WEV-U5$S"(":>?-]+9KAXN5M&H"BJQ]76UDLH0)% M%6)-:UBY0`8"YB$8!PY4Z362_@'/TSWXZMM`!HX$TWW8&-+=:!.D>XF=:SDJ MUSSLFD.)O=8S%5JYG*TJMS>=%7`"8XAI*'3@$[/ZM`-G44;+$KJX=M&C0/#S M>GYVZ9VM%6P=%[*%#R]I])-:\Y1+.7H>YH64#?!XH5]5#D8K4PQF4!R_#! MLFC*PXN_#6AWEXA/EW4,2?&"\KDRPY0&8_2R0*&'6GG*!:R#;(RR<[,TLYC= M=L4*N;$3)ZWH?_`ZYZ;FX:C.H[HA"Z,7Q`)/VM$P MI_@/',6,'F8P'X/"*;JLOT,!<('6H!#Z7AC)O+"57Y)'4GC1>#Z-*?8<'@P5 MK^,^D.+;](8"GJ9P.(T3+`F+.F5=Z]V%+(]`N]-5N"?.]C;AX`[HL<>I^P>MI!IL-PV`+24K#8[C^6DX6\@M(]XA3VHD$(44RY0<>3$(08Y4? M-'R]OKW/*@%J3QM),2LT\SU2J-;+*CXR=4.+M-GYZU>L.9CCZ^"P% MOAJ?T=O$$1H!_Z5TW)E]OG)BF44`M$-D=IC*J]+2ZC;$FJ1A-:UR+_`\^J!T MO?`$[Q/$7D!>I\B'W)M/;X46XA-:FX)0U?B_*5X'K:&3BU5U_+CI.S@0\9,W MP_F3F%?'3TE"X22^?+I'+0GUE@H)0]WEWF1%\)!L@B%7B[CW_/84CF'L"H: ME@^91Y3$+[0";1(B.D`:AN'OLLJ3K.*Y-GRDP[)O8=4U(B"W+E];GG'*-73F M:*\\UW.B]+`_Y\>3K$Z2L43"8O"<^&E?GW0K(I*;P@PUBI.;E6F6VR2G*?:K M]((%15?-H3`+@/PG/U4/@[+.6ZS&"%_%7#JUO0B?ZR1,!KBHGA111=99`7\^[:SFA7I` M+1&RNUQ[+\V)I+5$*L.6AV:&7-/'J8^5K12\K`R// M=7>,NAYY>4:/Y)QI6E:89M3RC!:;!16Q.3`E5@"">2W-C!=!$4+Y%EUNA.9% M/[W*5;Q`UJ>WMI(T&<::_OY@V,9FH3\:\-R85P7B\KRG,'3S$@>V(^DJ\HN" M94KCHM&S9WBZ%&@.@:8=/],/V8V:Q5LIN6[ESBZHLY;P^3D5YBLR)M.'C+_Q M4JDJ2\#F!ET:_$,O5W=_=QB3TLB'+JJT^;38@)L8#!0K%J;,!B5"L/]/?^5Z MS_C+O_UE'@\>'6?VUP)>P7F&Y/HE!+<-]N">_$@NL'G8W^%]Z6_9.UG8=HT% MIOEC%!L>?OA*)K^^(Z'_YY?KH6(:AC48J(:J#/ZO`JO_\^[^ZD_=,O]$4JB: MKOZIO),\]]=WGONGJ9O6R![^J=GGBG6MZ@-5L;6!<6/?#(;7%]>#*\521YLMKZLF^!WAO_1AKL.,7W+J2(P\*Z*$_QD,I!\/D2\_ MA.Z+-!@T'#M/0K"+=6FCC?RV M6XTSP0Q_FN-'D#EJW$1F=DU.S.A%<^[/@?1_G&`.7E7AIM^0:DU3EKY\O&.] M_=+VAXA^XX-Q8<`'O!DMN\"$S(/-A6GC(>SBD=V(EGXVSA2,=L'ZH&I=6DE; M@&[,RK,R&)P\PF'?90G@["LTJ,+Y4G/]@^9MP`?X61M)4_Y=ZB13/!>&[N%1 MP,E"_95($PN16"(2HU0DRK><>*!!HS.?ZMC6_:IZ-WJ3Z\[DUMP&JH;3`"+PY7V[ETD3=1H2X MS_%K*#`#77RY'U$YVL\NF.2$**?5Z*L!>0P3+[]H37Z0\;P0[5/87]J^T@W' MM-LEAY$8T\K].>TJ.B>2ZP'3T5I*>GT/^Y1-,8'#RU].BK>'BG>VLXO`H/'F MOD-3L.SJF.-76(+B,@0TEP[JD[;W87V/\@L\_/*8FV7+:.P_]Y.406A1=0:T MDV*[THMT1:\[31ED)U^TY,5_P_4`H3"[KC#58<$QR-637`C1L/Z)'XM\?P)B MOPP8`F8QMPT*]],E7H3[0H+@Y9,SEGYCS?W@+Q\_7I9;C7_Y]%NI67@F\9_9 M?2HJ6%]`&_/C$>DT;4^(+:28"U,<[RN9A=(=O65:[D(N+YH`WK2T"'B4PDLP M:_!_OGP*HT?P5R[I7]'AP'7][O"K->>\U1TJD]*JX,7*Q^$3\=QA3E,Q/5R< M+SU=P1NR[$"'-FHKS$[.0=])S"`"Z*%9%9*]T*YRD-Z[XXG,TRJY;CC(T4F* M"U7>#(I77O#6"H@U6;G;?(9K^ME4,"Q*+=/"AX`BTB6[`)M^L]PDOA.F*FOZ M25&CLA/,FL7)TJGW(1V8"U M_//22Z0()%Z87\YQF+,]*0`$9A:HDL-=N-I;PY0P311Z-A3"U)1%"3]WZA6I M6](7)6T!E*:1S:O(3%=*89L>"`52R9$,T2WA6YG@C26PG>YC_GONCY3>98@9==@EN\;R=G9$562&4UA<2CSB,K.')3!S35V^P\?!/) M?T7V?%DFG"7,7>+]]1JE[^628(-/_Q9VZG%\. MC&O%'HS,\XO!Q;5I7M@75^=#^_I/]4_MW=\5'-(R#$W_VU^6SJNG'NBHPAH*=U1`U7@F7L]"TO#@U-M?_\X^[J3V#:/UEQ^3OP M[,?@$OOQK^]N?[]96+DQLG7%OC0'YYIV,3!&N'+#/!]. M`;?]PY&18MCGYZ8VN+G6M(%A7FFP7P_N MOIQ?@O0'803$YR<%]U_/?[^[^?SU$_X^(/`H^.WTR=O?_\%KO<"'__SUKU+T M^'"JR/#_/C#=P?0(6`>P1;]4]`?[Y>(QRR_2Q^O[>X@+LB^49I.>6]#/#KZ3 MAV]>,D#2#L`>A-_(@'K9]._U!S;:J'1@L^0BJ/3%3R%-&]1XM8*8UL:T1-V] M&2FK56:.&\ZH@QKD[@OF]R@^(E"0.\N\V"4N5!7AP5"*6<%?+5Y0+8;@O,1J MQF)S>G)=OA4#3]=?)<1*TL)?V`66$U[FE7WIX_WM%W[U\-3)/*BL;^6L8))3 MYZQP>[K6=G\HW"?G]9594\POG^X76FJR*S49:,D#R0I^R_>_<]1V=A\BJSH_ M^8D?S;%:X-Q23FDB&'Z1/BD7'F*CA?57([+XC]V:XYW0LP[H,`%8":]KH1M( M:5+:?=JD#:^.QC1VJRQFX791)GTT&\-Q=LK!5W;*C;W@:523C?H08FD#PT'/ M5LCX+T4`R]^&H:;.-U*HWZSZ$SX23-RSU&'(2 M=G60N2Q\8)JHP>J0?$>8!\)!I%*\FN+M@M>Z;:W0-NQH>7?JIE(.7:ML:*40 M:XE$[Y"EQ6CTX?+]=Q;VEJ)CV(+A>Q:1E064'V)S$2LVH\^O73N88*1UI*P] M6A']*BN++-SSW+B*>E>;._OQJKW]L0.SW+#NNQ7LKNR(VSE'%2(Z=K."\S-5 M)P[B\%(;\>QX/FL:1NTJ>S2'=J^7$F_RRH**'1'2AJCI^O[ M\$\T1S]8?2X]WHDII)N+WE'-?-^20Q52*Z3V6*266S[FB[-;'KE0L6*.S+RA2*(@\O87>+;R MZ9[A/[^D1TL<:9W:U1\D&GLQR7%),C&'X.LOU-^EP['#:7Z/AL%U[`10IQ5A MQTZB[*_U,%S9$5KQ\GDM^L9)AC56Q'-',.&Z?-*9=$>!.5@@7H3,Q4O&#('. M@9B:#.A5SW`>#>@M0U8,?B9=TZ/7"OI8ZI/Q[.*29"1&3W19#K45.*L@I)<\ M*==AJW5Z8DBO@K&,3>&=H,J4Z352'"/KZH5B7]OZ>16TSB)^&SY.O"':`!>I,'=98:`D>(=8740SZ8`%(@]\6:T<*!,DEO+=6>F_#`EP,JUA_ MG2]GI96&J]RGAS!)PNF[:G%BS2O;^OTQ?KKL]251#4L/7\/1[U8NZQ7><_T; MJ]_E<^LONW0+!0>Z`\P,,3:J\G5*.'G;_+[I;Z+:C]JR] MREHY&'_=`L4&K=T@;>7^8.7"=G>@$VO6CW#-VMXE[776'8SB(ZPF!*OX_UU> M7E_?W"P1/LP4U'E;;_`K2O6')IE6O(&!2J;I)W^?HPJC]UC5X.PN^1,_OU'?O?;4[]`,LV94NUCVW9QDB5A\IHM\ONKS$=K=0- M_V"'X)U3`;JBR*JN'ILL:*8I&X9Y;,O63?#"%:5K*J"-`O]/"NG;.7D_U71# M-BRK*0M\Z!;#GVJF+IO-C5[7EJN"1V?9PYTL]UA-^R4M5.NBK`,O:(UM7-=8 MWY+586,_IFN+50W9Y/G.0XAY^1[9X3(;587`$X_T9+"4=?S!LXXUQ'^M1._Z MFZ_G#T%%0<7#4+$OKOZK\GZ$5GF](>.W)R-A:Q#CJH?)[NUIB8=,8.YMB7M( M5O;0YNN@\]QP_N"3/2K:YA]MK;T2=#STDEI)Q_XF`U8?FO^+H&8FKG3^3"+$ M5Z*)?^D*:VMIF])_8G5MP[-T\5Q/GCM*OWA+Y^$;/O=S,W=*'9V-#G/LL^-U MF6>C5OO!3=>EG9DM<'Z[:&2]VUW7U#.ECU*JZ6>CPYRU[UA*ASM?5U], MZNY.E7=N.*W&YXIM9EW]S-AQ0<2A#*>Z8Q5ZK(;S;0?".]?$=N-SP1:SLZ:< M*8V+5EJ\+M4Z&^[8;^^+Y6SE(6AT17K='3-MB35=G5"]K;J+3/JP4 MP,)-.Q^2ULJR+:N*O?NRVH.LS9)M2^_MVA1=$^70VY'B]'JT./DX[N?Z:\56 MNY]_4'BH$OBL-)E3#!T.ZG2J?MBM;+RQT,24M9$N&[K>9E7_]D4JVDA6VQTB MO_FBGZRHAJR:G;OJUT[!=K"7DO=?UBLA=U7'89RTTQU5-)!CM8_)6@M$=]A3 M=]24[=$>UM80[E%;BOBU"NR#EQUO`Q9L2EQO/OW+<&O@8/^ZO;K_#=OK#/&[ M`BKL8$"O13V?OF[60+>F#M0RT:C%7;U(.\RD:)+%-"'OA5&+YD1;@Y])]V'B M^!S\9R%,ZT$0Z,P<=->P'%M=TW M4CC96'))/(Z\A[0+BP!XW5!PSREAEV^]+-GP3W-D+FFCQ)MKPTC?TY)`AY<$ M4B1-!EA:ACK]63/.M!&"MI:0&2,$W<3,%_U&$A8P7X%C8(!TX(A,'8]66.$3 M^+\,_Q7'UH8GV#\*L`C7N=@R\(U=Y,HMZ:XG$]9(]S8`9XW<.S^^PB!?R3@, ML)4A'?@\N2$NXNO>)4XRQ^;5I8>WT,!O!HM9UZY/N[3TFXNKJ\'US:4],,X5 M8W!^,3H?:,-SU32TJ=3ZX&`ZO!H9Z?CT8:A=YB=AM%RZO0!5#8HZ33O49=_(H6A MAD]1M/+%[M3QA[P96$ICQ#TG\*6(\$FSA?#&SSE9.9DV(1*>-Y3(]$K,VR*3 M:5WL#O]F"->A@'!MR:<;(8166&I)RJ5Q,NI5,78]6N3_I]#_.QK,UG[M2"]` M6K>ZX"X@M&YUP?N'9VVW4#757N!)4<\OG,?@&<4?]D[6]1[)C@_GECGM+&^O MKLS;WV:.:\%MS3Q2`78KYKS?(^[---(NY$1?*2>?2F'4,/>_,']!E."?H)^KZ/?/KSW;<<@3=TH2Y%- M8\=5@`=9&7.(A\/#^`J[=GYU6;%V7(7;-_NX/W2MMW^QG1I>4%!0<-M6LJO9 M859*5U=/`*^N+KL0]Y^.^SF1'-ZOMZ19LJWWT0TTP`U4S5;?4VKJX"J&;*NM MO'7;)@.VH^SNZYVE1IO<;JRH-^>I>[TZ8\>KZUOPV9_DF*"?H)](SN[+<1WV M$N.4.JZ]Q"*FCJLIC./19L4$!04%#TW!M]SFW=45N9OTFIGDQ9(CQ?/IU(E> M5MX:?0I]O)I$,ZCL0M=)\:;I=O[I_EXS MJ+VPP=][P'_OX694G]?6>X%N7/31D6^O$ M_;D6,?=ZPR%,Q1&(CFSO^EBN;T<\_3E_%O1KP_G]:UV@C?=QU[&;8JJR8?7Q M4!_698QD:]2"JLTN:<8^'3P*"K9#.[;%8V;(V,5SW'I$T&9.\V[5F2XKNB*K MPS[V$=#DD67)IB: M`BDE_3-+UN?G?\4M_I_!0/KQ$/GR0^B^2(/!'M9A+=1$&5E-U/VRRB?86!I[ M(;B]-/$")Q@CL'B$S/"6F?P)@'8X&(>L$X$\-S8F_D$"[F.S\/XG)P`_(J*0Z,3/^B*,G2AB$.H>T`J7@HT8 M"LMQ\.,NB-.<0K)[;)89"KHTS<4[S8F6`'3,+<*.Q)L9;[\1\>_B/G M=>D\I^XU$@$4"DM!>ID`U(O"_OA]6.+W=-L\%\':)Q[VQ/!]=`UQGX"A!F,G M?BHP?<[?N.EW7V-@0M^A*X;M9FXD[;/A!1Z%W_>P1`"[8X!^):G3B3>U':P3 M,,[,]S*^^9"Q)LH8,%N)Z\]*DRWS&#(O>S/%Q8])G912#JR<)$IQ*,7S\1., M,88)/1(4Y>+?OWM`C0?LXS'A'X2_>[0S`[9R@8^]2.$89(Y3A*T-=L1_2=^A M#`T4F/M)O++`7+'CPV0+^T3[V^!N#!Z<\3=L=8*RGVLH MBKS/O_?/V^OU1,8G"G.&MQ])@"TI?"P,G<"7Z#;7$XI]""C_$$81%=V8[>^_K)\PJ+-L:7M1!NO+:)>:#*Q\)?^94_6=ZP0D.949 M6$I1_^-R?=A+)`O^_4SZ#-$!K!7WB;[`M_CAI4HVE#5X?;FT@7JGYB=`#0Y3 M@H=@GU'NJ#W*^.&$]GJ0YG':O)DWT6.M\Z:@ZT-WU;SH=&"0386_9@J<)7$F M10F$\>J9*&LY#;]<>Q(6A['4H1%-+7\,F/,I_@SQ4CL$D/L;T9)66E3U:7K^^7/.G/ABJZ0(1BEJI M[%11%^K8JM19&[B59>JI[WY!0!=(]W2ZOQ''+;OPR]J1K*@+7U9*OJ+P?5N_ M%Y_>ZZ<[7QU;7Y!<:J6Y03,48V4I[?)6=Q5M?.REREO9C-4%XA_),_'S::C; MW8'.K7_+'4,ZM_XNM(C9ZOKIV9%0.RN-YZ9Z?9]7)-!/NP[<12^MSHF[6,C# M]J\F]IPFL$0W&3'G8YISUPH95D.IW3V%$7:+CJ:%;J>=Z82CZB-YI'2J@T3= M/#9;_;$5-`M*]46"NG\Y:#.DV-+Q$3NM%K?M.B9';[U"H2NVK'?KRJ[@E/YR M2K^\U>J=_O%_YE[$3SMC!\)NH6Z/3(@LW99MK5-W7`6G])=3CL73/3BHBA"B M@PB1J:'/D4B M[]E)O&?";UB(`VHQYV.:<]><*7--L\K"O0>)WPZ=3KT#'%0+9T"0K!N.A"E; M]F&ZM/5[T=WWG58KVT\7=Q"E)E(XR^_;"NW::ZG1[<.T615<(KBDMT[K315& M%0%-(F<(H, M/RT'!Z(F;2M0:F^WA0U&Z%5B2I!G]XZI+>MFKSW3?:Q0>*;MMF."BH**@HI] MHN(^4I3;MF1->X(8NFRT.__7=&6R85NR91[F=O9NUZ;)AJG+]K"/:S-DQ59E MTQ)>U6OUH0[ZT`WG#S[9HQ)N_M'6VC)!QT,O2="QQW3L?MYO=:O4CY[SX/FT M)5A#.%KQG'AN+\]UK19C=<*=]B@N]>5#^'TO<`*:?`\G4O)$8'Z11]LV9[=T M29!XR8OD)##&@?+R/>]UN>-(SS+ED7:8SK!BOWNZW]WW4C:&SO>%PR*>Z\9S M77-8]H]W_W:E>.R629!G_7-O+>C<<3%GOU?7?==DM5J\CX@3SZ.7%#EI.XB? M>]I\H]^EV%W56D*I=Y_S^^7\;1LW7@A!&X1`/TR'#;'YQ[#Y?7?\MHKP+D2B M#2)AR99Q&!!1L?]'LO\]K.3J536MH**@HJ!BGZC8M4!\]#H(C\)Y:)<0,7N> M>01/8GB8[AY[6F"_#T5L6>U&?K"]X;'`PFR')+3X.;%].U=DIX9L&XTUF0"C M[+#?*Z@HJ"BHV"'@O58U M]PRD1-!1T%'0L7]T+&O>_QD,I.O`E>XI(,A%Z+Y(@T&N6/&W=;/FCM?%Y_O[ MSY_^*FGHJO&5I+^KW7_&_I_ M[RN';76KIS-LZ#WR"5]^_OCQ_,L=O`2NJ^_,8O).&A/?CV<.HJ;\^DYA/\\< MUTU__NZYR=.O[U0%)BD]A)%+(OQ]R:0M]WS3UXWWF?GUR80?KO&C[66L1-^O MOI1#&<22$Q$I(K,P2HB+R4Y$?1D[\1,,1=>7D`@CPA.P<4OC4F4.%Z0E[G3N4])(DNS,`8G/0QB(%7R M1`>,G2FA:YCCG?&9$R%@#2],PG7$$OZ.?DSRR:/C^R\2"29A-":41Z9.#._! M"#P!+#F/$2%XS_QLG9!L+`?*[`=GNLR%*;.\JA6>Q,4%R5YD\51T7 MY!$VD"F/WXCC?'JOG]X@`A@V/'=JG.M^ ME4=1-N"U9B_AN9H%(H-,@B#"+U2C*FDIM1Z88A^3Z0.))%V5)4U161#]T##R M$7M0NP?:RBWX2)Z)GT]#W>X.=&[]VI&O?\L2V/[UT\2I4#LK;>:FZOS4"V"0 MY"FK:L6C=EX]Q1&R0#TZE3R@F<2OP4G[@W;UO!D9:3)^N@P)WQ;+%'O.7*KH-1Q M"U#W"R$V:\I9@@GG!;)O[\JY&]X48K2C.M61+1L':@TO.$5P2J]]U:S[L1\Z M`2C7\7_F'NW'$$84WTFHVV,3(L,M4IK\SR^Z[UWK]8TSB6(I)].S1KHWQ+,+#^U07N](D"J?2 MEYN[6Z%]VRU3@F2'R57J0]G6#G/?L._+[I?S6V@!Z8CJ(#'GHYMS]YVI_?>7 M%,Z`\)]:2[*MA'&RJ1ZFEWB_%]TUWVFU:OUT<0,TG?W]4N>%)#"0/)**=C)/)E'3<%7A2QU299,R^K2D@67])-+>H@T MVRO@<4%%045!Q3Y1L6MI`_MU+:58I5`S#U;X(5LVLT)Y6>+@C M_'TM4)%'ECAG$MV4>Z#-6OR\][#"H5GVFX[)J@HJ"BHV"ZUHAQ^I\.^U] M7.KXASC27N`$-/<>3J3DB<#\(H^V@\[N[)(@\9(7R4E@C`.EY7O>1'/'D9YE MRH9Z&.0#L=\]W>_N>RD;HT+[PF$1SW7CN:XY+/L';GZ[4CQVRR3(L_ZYMU;D MRIIUF(;,_5E@]QV4_0*$"LEO@V#8LJ&UME)=['\?]K]?/N)6`3V%#+1!!L`Y M&'4J6R7VOVO[W\/JAEX5F`DJ"BH**O:)BMT/QU]Y2[YP:B"XZ(T/9;N_1 MZ9:\K7[G&D?MN!O?II!Z]=&G@(1K!]^W^#FQ?3M76Z=#66EN>00B7(=]94%% M045!Q3Y1442_PH?LHA,BHM_N+W#4ADH;X4X*$RZH**@HJ-@>=[)=SN.A/$9Q MU6AS*BQZ%[8AJWIK"Q;?LK*V.X:-+X?9LMZ&\Y".>80]`QD0=!1T%'3L'QW+ MFO=_!@/I.G"E>WJA_R)T7Z3!(%>L^-NZ67/?[>+S_?WG3W^5-/3V^$K2W]5Y MN9G31Y=+?<2/M[]?#WZ[OOW';^#S#?$W_[J]NO\-7I;O5TA@T=4#[A MR\\?/YY_N8.7QJ'O.[.8O)/&Q/?CF8.H![^^4]C/,\=UTY^_>V[R].L[58%) M2@]AY)((?U\R:18=R4'-G_F>/0?LI2$%.&!_$A(D,`_G83^ M/(X\>,US8`R.`>&,Q^$\H$4`CW//=8(Q7B]ZAH?@-_A`.)G$O$H`7G&F^'0, M[T<$I^#BE\8D2APOR$ORZ=RG))&E61A[K#7\=R]YH@/&SI30-N#".B;(MU5MD>K@"_((I&5:^#?B MN%P++U$FJ?ZPWF\>V/)WM.6O;.OWXM/BTSO_]`8!Y+!A?JOQV3<*?\W>7NQWL;7-:_3&@0DFS0,PHI6_3-A% MS\IOT]OOE5]GWE]\'-2\_C$F<5PA0M96I?K[600^R'$0)H6062^#&<9,Y8$B MXDRVG#2.ZSW]EHCI,M9B_7N.@S3TV$I8VI7^XJ:NS*D7P"#)4SB/G<"-MRQ< MJY)BA7`L_6,Q6BODS%;M2LN+]U8#\E)/>.&61`4S3D"W% MZ`:3O_TBA3[<<=E<6Y8Z&H$!ZH"1/>8+8()0;94>RS1E6]VQ^/0K#OM*9LX+ M3;'3BB6*Y=DY:WAJVIIL-K<1*R$;VL+',^)*^.E3F&L MVRA&@E""4.U3S*8EZ]:.JU($4W2/*31+G,J^PCA?.C,O@:__UT&PAH,EN;>Q M^98I*^9A8,KVGT"2ATH'EBJ4GR"4(%1GM8QER<-=:]2^1[]WZ2W:`F!3+,VB M<$R(&TN3*)SROL9@>Z?\)FX!4T"$PRT3+$$H02A!J,[:-,.6K5%'+EYU8:T] M"X=SD+PVF]QJU[,5,Q4S'3U<]T/=,Q- M5:<7Q$DTQ^.]03PC8V_BC:5Q1%POD4!M?MN_NGRC'=4-V1YVY-+]%C*+!^H& M)GSF[BJW(YSI6W6*)5N[3N%WS3=?;6`^)T\D`K=\G(11]VX.JO9('HZ.Y'+Y MJ2HK:N.RJ6[XVJ+>O:T;`L*&2C<>U`-_;35&5-$YU"LW>KQNL8 M^@INBQD%[03M!.T$[0[]34&[MO>@?6W.U\[S5M7;W MD1/$$Q+55+ZSYG!I.[BL`5RAY9N4A##$-NKE]^3L:8HICY3#X'#L+ M09Z6DJ?U:E6$LI50%HSL^D=W9H:%..U>G$;R4,3&W=IW01Y!GMYJC:.*:KW5 M(*00Y9;--KSOC/\S]R+BHD&F$"W"^@HU(\C3-?)L10M;(UEK7@$HG+Z;FZVU[WYZPQU71ZJL6JV^_M)P9:9L M6:V^<=9T7;:LFSONT'`@Y6.8NFRWH?M$QX)&'8RR&\X??+)'3Z#Y1UOF1@GJ M">H)Z@GJ">IUFGK=/XQ5&P!K1V0?XDKN?,(\;23)R+-2.2%+OS1=Q+Z M.ZR/6-:BW$ M1,,%C4Q9L7>,XBPBT4-_5'AD@GJ">H)Z@GJ">KN*1/]G,)"N`U>Z=^!3TD7H MODB#06ZV\;=UL^:1X<7G^_O/G_XJ:1A+\I6DOZL[ELU"2KI<&H%^O/W]>O#; M]>T_?H.(3U%?]L)*5Z/O5EV["B$76\V@6Q@0+HI,G+Y8H=63\$PQ44R)- M@V[)@?WW/>?!\[WD18(!/.P5'4M.!)1]"K\'\')`DK-UO+0QN^1[PS>+\D^% M-3;8_.7C_RB/CS\7AX_T*RJ:DNI]8#_6)KX9;4_#YONZNN

\;F^+\]])R+!GVIX_DF#\LIYD5^0A.6Y* M%;FP0*&,Y0J_HU?NU].4W\FO_#F]H;\!&Y>O\!_MSES_&)-X`[&/2?3LH0.\ MP:.S"#S:XR;K[Q"EI>';>HIE\=WZ1PMW9/,5IR'HT9)['5`^M M(O%]F#C^[HC1>;]NVU_KRQMBSX_OC2/:\XT#Y%,/L[+)4SB/G<"-7VFP7Z<^ MRV<$A?QB^L=B^K%PA+!J5SI=['9.:]7^2BFUUQZUAWI.S%3,5,QT-S-MX9R/ M[;:KMG=-WK3"6%:'(WED'Z9(\\VUO#VO-A;T$?39:ZS7^%:U;-BC?B]1UHU# M-[;?WUHU59'MT8[7V_T;3*O=A"_\L*72?L5Z'\E,^>%X3UC23-".G?/F)]JIHD.7=.-;W)9-3=5[EX0)]$<*PT& M\8R,O8DWEL81<;U$`L7^;?\*_:W)#4-65%'%)=S@[, M=/]JV))U31K475U&5+/_0UW7TM]BUW%[NUU)%L M=*%::CMN@[%K'=:6I9YJEFS9C>^6=^)JJJ5V#O_GS7K)4&75:`%D0,?:PF;M MZ>IV84?]_1I_W82HFD2KM=/!%D"-H)V@G:"=H)VKV9=H**>TNJ MM+?B_CYR@GA"HII+A*QGN<1;DF=-R*6\Q[B4A##$-JX>=LD1-V7=Z&&VZ)CK M`'=*V&TPW>G;N*YU20/!;+MDM@,^)U8FQ&(+2:8VW6II[D`EH?3U^G/O/:)3 MU;9EVVB<[Q?6Z5BLDR"L(&RW"'OHY\3*>FW=1'II;7H)/*CUC[;:QQ+*65B] M;A%V*WIS)!MF8SP<$1,<%:]UP@_I[\IZJREZG&OR5C=P2<**OP7O.^/_S+V( MN.A)4>A0X38=H\85A!6$%805A-V6^;;-MR!?"D^_J\S67[83=?"'_>;K^:/9 M&X)V@G:"=H)VA_ZFH)VH@V\W%?M^4'GA^$XP)K)T1<9D^D"BG!BZ*DO@I>N- M]FV?'O7/S1QI#=QH2[:L'E[SKYOM9E0ZC@ANGURF#F55.PQ&=EMIHNI#V>XK M3D)3FLB:<1C\UK921+-DP]3:3Y(#&2_#`I91!3#":UU%'5Q%-YP_^&2/_FGS MC[8L1!+4$]03U!/4$]3K-_4$'3>B8]?JK-0&;0@C,@X?`^^_Q)7<>83=!Y,G M(LU(Y(4N_-%W$OH[K%EWXI@D,4S4\WWIB?BNY"1'F%E2=4W6#]2-HZW17(\! M-1M2Q(:(?\?-`CI&D1ZC9XJLT)8H<@20F4UYQ3!E<[1CZHB$T*$_*@(C03U! M/4$]03U!/9$0:AL=R_[1_PP&TG7@2O<.?$JZ"-T7:3#(W1_\;=VL>=/?Y64V0^>Y,DF:@67:_E:Z/<:9I$X(2\_?_QX_N4.7AJ'ON_, M8O).&A/?CV?.V`L>?WVGL)]GCNNF/W_WW.3IUW>JHKS/O-8QP5M\[Z2',')) MA(^E5$&279!'+^!$^XTX+B=:YG26V8"/;QKO-_8LTW>TY:]LZ_?BT^+3.__T M!E'9L&$6^DVV=&/[45;7J>(K%7@FO,!S@1]!<^@8\9DG*V&X6_9F\[2>%\8KN;U^B- MPQ',WXQ@%$>H\D>.*E3Y;8HQ5/EU!7'H:,@]J-#AP1E_(U6:Q60\C[S$(T=" MG%N.P+">[S*(ALH#!<"&XR#9$O&-2?3LH>-<^3U-ZAX):>[#Q/&%!5[I1V[J MXIQZ`0R2/(7SV`G<^,,NR5J.;0MA6OK'8A17"'U7[4K+K]*LKIXXI\4/?Z64 M>G51PQN/I@[RG)BIF*F8::/GNE8W]M9+A.K>M6+3\H*1)6O684H,]K5&51O) MNGJ8#K[[6J.MR4/U,+5$^UJB*=OV8:Y'[6T3#U3[M*_UC11#'NU:$/M^@_T+ MSU@UQ,+>&Y_4"+"ARM:N"[;VE"C8H))1L0]3__NZB1\Q")H@5%N%1^N(L_9V MC:C)]J@QMMT^#6);S-]7,G->WM`+XH#V[U2U1O+0WFMWQP,LTI"U46,_O1MK MU%1Y.&R,<;+S-0I;)0C51JE1+%DQ=Z/^^A[UW:[N`N#%\9RXLA209*]F40B0 M()0@5&=5LJ9JLFF*-(7@BKUS1;^BTDMGYB7P]?\ZB1<&Q;8]G8M2U9%L&T(E M]$/`[G^SYF%0I`$*I] MFD2W.E!9*SA"$.H(1:?WH6MZ919QB8GW#*;9B:59%(X)<6-I$H53VN*=]HHO M=X(7EKN-4B4()0@E"-59@Z;*IG*8[F9]7&J_XNCZ?@)>,/;G+MAM^#7\.YP2 MR8F\&$TZ6F]Q@5[,5,RTNS,]"NO;_2C+W%1SXQ>+R/?_^NWV_GIP]^7\$CY; M()P7Q$DTQ_+;03PC8V_BC2FE4O1[:1P1UTLD4/7?]J_BWVCZ-4,>VAUPUK`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`K=0:[=OK7,"W.8,_-_,!55D=CN21K?;/ M1:Z;[694$B&'H.=^0KBF4CN2C>;M3_M)$EDW=@Q=T3F*:*HBVR,!Z/%:1TH' M1\H-YP\^V:/WUORC+7-]!?4$]03U!/4$]3I-O:Z5):@->MM%9!P^!MY_L6'\ M/,*6=LD3D5Z($\&??">AOPDE)XY)@L4)<>+YOO1$?#>GG)/D_T[S!U+?TP:F M*BO:81I%[-3=%C&NH&>;Z?F6<%#D#!8.P/N&`-J0#M9(MHP=LX9($QSZH\)= M%M03U!/4$]03U-M5FN!_!@/I.G"E>P<^)5V$[HLT&.1F&W];-VL>R%]\OK__ M_.FO4A[Z<\=`PU_PA^C2E%DU"*A;"_U>P]P")^3EYX\?S[_=64S> M26/B^_',&7O!XZ_O%/;SS''=].?OGIL\_?K.&K[/?*TQP9L0[Z2','))A$^E M1$&*79!'+^`T^XTX+J=9YBN5N8`/;\/P&X=A_!W57/[.=GZ_@9LW;)@T>I-P M;NP.EN4HY2=XY/N-3"W M34W6#2'#;]KZKYDWV3T&.!U:MCQLWL1*W&G;?3*BY?<4VB*&7;^5T.>SWQYJ M@E[G)?MGI-]2T`2O^WF0S:N:PGD2)TZ`64S)2832$4I'*)UV'(;\*!^&X,_% MLQ!5*VSZ\K5L?-BRN9Y*CV(J:HH?3,!W;T+?#[]3C1(1JHIR715+H&R85@)M M-0-E-?9FCB\YTW".26YW3F"$^2P,I*F38,+\I08$W!F/\7&.%\5POLO?@4'" M6>+!,*H*=<`4R6%0:M_IS6AJ(L=Z9^WUW1E"P.LQRLO?>+#8O*S MW^=E0V.GYV76BK.O9>=EQJZ/RX[STYT_5MK*(:&JK#R#6NJ`&71*XHQOJYNQ M^CSP)M/*VZ5]^U?^);7+]#>%TVAJI=%(5_Z`!CN?=FJYCXUL5]YD0B(2C,6! M_&J3LZDV%"?R!\PU?%KC+??QF%[,>3]S[EK.?C62T.4\`JV?@***POGCDS0< MY31WG1>(:HGO!?^9PS-[EYFFET-T6S8/U'_A`*M5%5FW#W.S3W,*%G52`G8S^,Y]$! M2L#>6%NB*4;7[,*;EVR:Q[;D4[,Q%F+/^Y6M%O#;PPGW,:/,"Y()DHD:@Z,I M<114%%1L"Q7W$:#L,.3K5`S0:[[ITD'+J3:DX>DRNI(E2V]UVD5539,31X.>[W(4\U29 M791$B>=Z\ESW+==^"IWVI-8L92BK1J\/-8:V*6MJKY<(QLF6%5L8I_W4*>UI M5T=8GVWO&,WLT*ZC;M/_]'F1IX9A0!S0^`Z%.'OL<$Y*4%%0L2U4%&>/S.:8 MNBGK:K^/YF3-L&2SYSD96U5ES1*&]1B5F:"BH&);J'B4I;"RK5GRJ'D+Q2Y8 M&%VV1M@XLW%FI0N+/!W9VEON^`LSVF'5):@HJ-@6*O8C/FT(QJ'+NF7(EMWJ M@XJ&:S,@W`;6&;4ZY&[:17IDF+*A-4[3'YOU[!GFLZ"CH&.;Z"@:LAX*8%H7 M`-,M^73G85(/"C#-/)F'AFZ#V(S:S1``TP)@6@!,[Y[V3;6A`)C>:4V>`)@6 MZHIL[_IR0?0NT+*@HJ]J.D_JT*V3"' MLJJWNOK\S4LT;%D?[KB9YX&]!D6VFW=P$+:U#_I,4%%0L2U4[-H!VNN*L`(7 M#YV+OYH'+HDP^_[=B5QI-H_&3TY,).-4<`Z(3W*)N*!0OMM8M\JNNFK)F'@W)HD[T3*-7BN:.U7+U"J;;UH:P8 M/4?"54>*;"B]7N0I-HK0+8%3W2^<:F4D&\-6XY:\73J-D2Y;_59!I^;0D%6S M\M%GJJRHENPE8=S M?(5I%49!4%%0\1B+:35YJ`YEP^AU+P2#YH\TK=>%M:>L7Y1M-W87A"'ML/(2 M5!14;`L5^Q&C-L:JUFSL+M1J8],8J]K2;=E26ET,T12K&NRG!<&HUK@(XMCL M9\_0@04=!1W;1,==H%53<.I5X)O<(UA`L/Y%^GC[^_7@M^O;?_QVSX$N_W5[ M=?\;FO+W&<&6K_ZP^-:J`I.L(%IGJGBY6U%`94X-AD\FJ;WXL)*5Z/O5ES[2 M8N%".56UTLJ)"`PU\YTQ<:4P`#,3..-Q-'=\H)V3S%GQ\2PBSUXXC_T7B?X5 MGO40MY/$B>1AJ3'\G40Q<<_6L55SG//-C_1S'BJ=Z`\SMKF![0R_PY;A\J7D MB4CC)R=XA,&P#B#7%$5SX@5.,/8<'P;)G\8_(]SF&+%V.=XF*_+&^14F M%EC^73GT9ZW@Y,_7(D, M_;_$B202H$JNAQ,[-?]*;SQM^GSE,_2>5.5W133KRI\0VWJ[?-/HC3WM5;,=27V^ACO"O*&C M(;)$Y:"TVB+-TR<;RX<7/,->T,M^K]F0XZ`]2G]#NL8D>O;0'VW(YA-"XN,@ M]'V8L&8APM@N]1\W=6U$TXN=%OBOOF]]'L5[4>LW4I!DZ"/H(^@CZ#/4>+ZKS9?*?S0 MX,$9?\,S+3+&SHX>#%C"%#JX07O;""WDK#WE!M87E9F'N02T]X6JBFRHAX&A M$=S?8J:P[1U?+^]7P+.N:VA.B<,9D.UPAB)KZF&0!X2^$(02A&H_H3JC9XXE MC$F-D@A=CD)TY*%QZ`[&>UJJ9FBR81RZ4:40@+9QA2%KHQ;TO>EL^%(/KKW_ M8.50SXF9BID*S=XG1WDUOF7>-4`XR>WW$02A]NA,#0\$`BPXXF@YHE^N]?6/ M,8EC*2NJEN)9A`6GPM"T7EH$H?:H5DXU11[JC8&[5V*!"&80S-"C8&;#7$YN MD MJT/94G:\53UTGGN&H+IG4RRH)Z@GJ">H=W#J=?](834\T$?/>?!\>@&Z(4:0 M>$X\)Y[;FJK8GV)8?=9(<<-**`EXYY7A>R.Z^-MK7!I&%'U!VCA,>&JIN^EI M=IC5#&5C1WW$!<^V9Y='LF*+3D*[3BBW,8DM#@`$[03M!.V.A7;=[_8HO!_A ML0N/_=AY5GCLK[`F/1I8IJ5BF)X)&\]=WJK7<*A6> M*72O49:\T/DN,^UIML8I)HK?>:-T1KO=X06;36.R#M M16L]T5KO(*:UJ2.SS]9Z_2M^$[WQQ$S%3`\YTW[5S(G>>`UG^"9E*N@CZ"/H M(^BS<_ITWQT6O?':R5E["N[7'MP;'6@7MXUUGNKRJ/E:!2!AWWA!47;""_V* M;HZE$=ZIKLC62&B'SFL'02A!J#;:F]VIEV.)4$3;NV.2&$W7CF.AZDB5=;,# M,9A@_SUSA3G<<=_'?H4JYX\D&+](+GE("EDL82':*"*"4/O4);*M'0904O#$ M$?/$D<4E]4U612_"3HF6(-0^=1`JH<9)>,$4K2-45YBB7W&/Z$C868$1A-IG M1E$V--'\5O#$GGGB:,(@T9^PP\(D""4(U3[U;*D=.!?KQ$)["*'4*Q#`;3&B MH)V@G:"=H-VAO[F.$D?4J?``I<6[79!F[[@NY3"K4G2YGRL[E!>]VU6IMBX; MS0%'C]9M[AD"WYZ-L*">H)Z@GJ#>P:G7_6,%T:-0/">>V\-S_2IW$3T*#W/X ML^%SC;M'-+[NU<($B:S9C?N=['J3!.MN?;?58>-N/4>;ANA5-EN./`MHHIPX,4Y8H?<`4$]03U!/4&]@U.O;)G^9S"0K@-7 MNG?@4])%Z+Y(@T%N>/"W=;/FZ?NT?GYX\?S+W?P$H0:OC.+R3MI3'QLM(/'!;^^4]C/,\=UTY^_>V[R].L[ M55'>5_OP2`]AY)(('TNI@B2[((]>P(GV&]Z]943+S'V9#?CXIOU^?/I9/=[Z!5GNZAK+8]Z&ABRYVIG9GUO>FS"9!^R=F/XD^HJW>M69[ MT\6.HFT@M^@MVHI=$%U&19?1@_!W4\=GGUU&RV%G(8*J"[`*4>G*?&J7JU^/ MN$FIF+.8\UMUX\Z?ZU=)K6AAVG"&;Q(G02E!*4&IPU/JR.G3_8MDHL%I.SEK M!R[HZV:^0!+5.'13H;TO69-'!V_^($3C0"FWM=RARXK5@M*W[H1*Q](/51T. M9<44BJ-SBD.03)"L-^9I+UKH6`(@T3^U%:(C2-9^[V=DRI8JG)_.,4J/V*-? M89/HS=H2"1$D$R03)&LAR02ACC(:$UUCVRZ8@F0=B-=D:]O;0@'A?CMXAGQ-K%&L\]-S;$6;L_KE^U9GMI97S M/MBZS_A0@K*"LH*R@K*',ZU]IF;IK$)^4F\9N? M+;(>\JFOP;_SD,[`PW_A4$K2+?QO+'TB3DP/&IU$NL'CQ7_B M\:(4!I(#(_T>!A$>1$9X`'GAQ!X#*?2RY66?*1%T5XNT\/'2^>GP?;KHF]#W MP^\X3R^6'"F>3Z=.]"*%D_0(%18?9XOWZ.*3)UBU$Q%X?5J@0W[,2ND`#DZ! M"@](A<42F(V7K.$OBHM29E5WK(Y'*1\UZ;;YB\3EX_+SQX_G7^[@G3&0RIG% MY)TT)CZVO\3SY5_?*>SGF>.ZZ<^\]_I(>U]MCBD]A)%+(GPJ98%J9\I"X\K, MQ2L+-Q_>5I;W=E_P-OD[^N$ZT8M/[^33G6\MNY6.OJJQL@WM%1F3Z0,I("OH MJBQA_%91QV\T]V(SUK=7_DB>B9]/0]WN#G1N_=J1KU\_MO6+]N+KC>>F>EVT M%S]@X>57`K$!H<&!Y&`19M[("N@`/R<^BQH@F*`XM8W"UFWF5_N2`1:4.@RE M-J?,`B54TY8U11>KW>\Y2'?*V%>BPOGA=Q*A'G6F\)CW7U"QXS`&S1K1K`N\ M_H;R]MT(I=`?@F1;4D*OG/D"24:J/!HI8M6'4<$=.XKN5:F=H**@HJ!BGZ@H MBF>/-&05E.TX9=\03FO&2%9'ATD>".KTU=/M67F1H*.@HZ!C_^BXE[+!+9>7 M;9(;%O5ES7XO/BWJRUZC2`]:7[;EZA:Q&:*^3-27B?HR45_VMG-845\FZLM$ MU=0!JQX$I;:L70;*#:"=U:,B* M=9A.;7U?=@\K(WI5,2BH**@HJ-@G*AYC>]\C3"(*RG:00+6",E^^EEUA=!;JC>^? MB#3)8#EYB3'%Y?3^2Q!]DT@)UOA(CXX7Q-*I'\8QB3]($1F'CP&FAF$0=TYA M-_'A%^)$%)$3S_WB)9"=\2)F)XQ"43NE)^+3IW&@`0G<]L!X[J?.VK9V6V<] M?'V=M7&XBN.=?[KSU69;*?*SZ@K3^#<>\-__"]*83P3$DKCYC[4%R72R#PU] M4K%-#6HQMX\PVHDUBZKWU9ITM9!GE!35ISL]C5<[7'V*?VR8/#G5#'DXLC9Z MN29Y\F&_$5#31:JJ/#1WL\BN509NF<\[41G8\P3V`01JV&9A:J\9Z5Q1U^M= MH1IF,655'W;$PKQUL88\$D<1QWT@+ZC8Q[*&75I3'4BI&_O4D#M>D`5:4#N8 MA]`QY=>S\QI!QS:?>S4^EV+N[?#]ZHYYM*D=#2*O61!Y7@@?[TKAX\$E/QF+)`_?<"YXA*F9=[P+IZ_5G=-CQ.`T>F)%QXCUC M_[M9%,X(N.XDSN/$T2^E@FWWQDX4O6#` M\,QZZDWHYW$F7N$4[^&%#>[$,(H7N-X8-H'^&I_.8O-9Y(UQ:/K;,?X&QDO_ MZM)1(>J@@Q2'QJ>+??W8'*9I4(,)`.>883PJDX.*04SQ]B\I\Y/`*?B`B=BRNY2'FI(.EP%!!F+`%S69`0T9C%P$KPAF..G6B;R2!#871Z=AG MTCDL*U\_#`$[%CS2K2QL#*P.*(<#L=EXG._@AP`G#F\#1S$:Y&Q;F2CE(W@S M/TC&KQ2$/)[[(!FP2U&>-$KW>DUBE(Z0<0*L##U(RJE9=TGD/7C'"\;AE)SM M0SN\0L-E+XCVD`IE38VJ>)'^(Q!2&1Z2)*O)4XB^/W$:[B8!ZH00\:I'I[*`*-+$27.0Q@% M)-6+)2V(S$L3H_Y+6G>!'S[+$T`L>>I$!'13.)]1<0'2S,+0CQG)3"4U!/!; MCQJ>PM?AOT#N8TKLB?>#N`/ZV_(LZ$#4$)3G39+OA`22_AY4FRL99R;[AR/% M,%MP+W`6=.1T.!@C'W!Q."`F#';&B!L1'PB.JP8MY/Y['E/G!$98-L',Q%7& MALRFO$GU2VG&9]+MI,9$T4GAL\$+MUA5BG"J>^E2*']6V&*2 M;2(LT)V/J2G@6T]^>'&2FF;*A!`2P4`.\CN2D2IA_`C:&6!HSH5T/8R)B;L7 M%9?6-BU7`_]Z`L9(IY=-CMG'@KQ5[0):(O!>X$\#;A^9XJ9\Q8I&`5"W-IRW9=53^GYP`Y#+BJP9WQF?NE4>^QWR9\(=Y MO+`*!Z@"8[@$1`KT,Y&^/Q%X/EJR52E/Y8(I/0)QD/"<*-1?\;X11F_8)>+4R?/Q[Y"5D MX(;?@UP]+,A\)L7I%.$+:$Y`A7A3JHWX-+BNRW@+_+/H$?[,&:>.J]OCVV35 M!*S?>:&3^43*NY_?!D"$.?71I$L0:X]5#V;>#@R&_D[%OWEHHZ=3\7B=^`DL MKH^[`OH/K!/&9_"_8_".'8_RAT<=4[#\$2W(9&IRG%.A;#?.2I+UA$.%P=B? MLT@BBQ1*A9>3W,V\A`GE9)3S/YRSXDUPFUWF9Z`&S=0W!"LR#\`'/@CE/ MXF;B5U*SPF(9ZK-DBUZ66FH)#^-._AZB_[Z!9ESP#F``_G*R:C.0OEA9*'V' MG?M9TT=GBC3U?)\:5BKH\,OAF9&_RO\J%]PQ_V7))/@4J%^:&_C4,7V(PF_` M^'G*!]_B06N%C9&]2XR<+BYNP+34/ZIAV]J<)^7X*LN,6UIR MT==*B<3][)15RV\W9-5U%S6&A[JH4>]2*:L\JG]FWM\]&3\%WG_0X"/9037/ MIS.:XVNMV_2IX!/7ZC5^HX1E$C"AR64#[3AH/&KS/>H:5#1#00!I/H#E-.-* MH+91E'8FG=,@,'$"FE(H3(-%WEQP:.B]!*%#UR"\6T:0-G^X+\T`9 MS4OYM`=TP+P`\WH\*'IV/)].GWD7/!KSHO%\BGLZ;I69NSG_)\O>H>L$C$9- M]Y?+3XL)?[8Z8-"IER0$7'+*-YCAAI`10E(N->AJ/Y.X'"ER[ZYF&)K'HM$$ M>V7\Y)&)1'Z0\1SMFYSSK2QAAI^FY61I#&ZDE\C<4-+M^DNV5[#)&*SPE#VP M+\P/&?/+S=WM6675TS#PD#\XWT]#E_B4(]BQ23[C%5IC*V(H8RF#P]"(GZ4@7N0[21J"RH][&\;[BPC4?H2/\NA?BX7]XQZ MY:$X*:D(,7OL<0^*DI,F6,80.CW0?&6>YL*SFW^C.X."NTCY5@H+S;C%,YBQ M1S,Q]"2-*FJ6-%Y.9QHN<$JS-%D% MY0I,Q75JD;&FSK_IX<"8L[PSF2#A>7J_D-A!20;_KS`+RHT0P@%3N7$N=ZG& M!:8)Z53BF&<,G3@,4`T&^"MN0G.%(/-5Y"2=86*+!D3X?<=_H=1@4D?H/%/: M%(F![JT#YHL_F$Z8.XQ%^Y5')J4Q,D%K$9_E=V5!+8XC[Z&J3Z6D['L5-@*C MVIB=+*1FF6]O)4-3[:I`!ZKJ+LP!+]-8;[@T^UH/57O-@>;@`L($H,`=%B,P M3Z.UQY1E)?'IXDZ*LUFGAE$Z?R3!F,4V("%>&-%C]V#@L-_#6V?I,SA"_ESE M*>Z^8#G%8QA1+W1U%*>M,UUH$Y`5SNBIQ,=.5"#@'K/2KV+05I8-E3>PU51WE?OV*<3J[]$KZ:-L#:K-<1ZX$(+ MK;2@U2>3$L*1IFC:Y@.IKY]"];N5:@%Z7K#`&[3DIL@=,CI)(/Z4TU;$ZPL5 M"UGE#BH-_$8E.$>55.74X@,P!*V9HF=Z_[R]EGF@WTAEKK*>U;Q=O"AVFRPG M(@OI/2`6_)UITCSBA??'X&A&0&=XDA7/875$0=-B394'X\(<6>U*O6"7)E`A M5HV?X?B8]DL/3@,7`@,7(Y:BH0/W):_.2__P7^[J1/,XX::+!Q+@%D7(+$YQ M)JF5*$_W;%U1:N.Z4Z&&NJ2&/I:U#U8M[D(#233)5)6/$`(/SV6I91"3.B6T MP174LN35*:8M'22Q@Q^O7$46U^H:1W*]>(R'FG@F@F?/$ZP^HED@",O.I-LT MA>'U&TXRA^W**E^3EQFIJ#LL M4F8GL%31R=DT>)D6+ADK*V!*K!R4E594IR`]A5.2#D(_2;)9S`AQX54A!,`Q[$71*]V%1GK]14_[_8*#6`Q2\G@3B$MKCLNY.I"'><(>>'C) MRDJR#`6KE5U61R![/(=BG90U8JXI MA,AI*HE:N&QO6+*BO#,LGYL_GOXUVS#@)42P@*'C+&<(H[!0Q\>B:9'@@B_\:AGXKS MW'>Y0*:USM6QLL/]JK4H.U(%:J-7PT]WQF-#@ M-9]"-6T=59#_&0FV>-9_<%#&Y1F@+.OL`?4@@,3S9S3OSRE:(]WO;^2E1C2* MMJ4F@;0V"$\K`#=F>@'9N%7(1LO<"V3CUH;:/8):W;7N*J>]YFL9$ZS"J/M% M^M?MU?UO?Y5T^TPQ:^IP_F\F?2M*:UH#L+<""JX>SS'/H[T59["EBUH))"@` M[%8B#RT>I-08EQ7'*CO'W3G(-_H%WG95=&+%#G9$;M>TZD4W?Z][60\TK)WI M[Q=&1)U<&%TUSY3WAYG>\,Q>/SWK;%0SO:[I@-7\\J]*;N_0K&/CQNS_LZI6 M^]WN:XO5%N#^._&?R8#F]0H)6L0,QM@TA?UPR0^>0!!6HH,RW@J;8*"N7Z-Q M330:^Y^:=F:NG9I1.[7NZX=N60?C;'@(!M%W:!S:8@J^5!+4TJGZ06C[7DAQ M*_2_LH'^MU`1MW-JNH@%#J!VU<.X`W51:?>5Q)I0@#8%JQY32J>:L`)=E.56 MZ'QX=A/=JMFURG4_TUN?IM)WJ?O;ZS6TS1IHZIEU$'/0//0KGRG"UYXH37]] M-URNY_)'BBVSMO)XUS1^H.Y[JO7L2YF8A!A*27_$4\F%F7U!5)4V$Y-CYQZX-/(<[71)PA MY'W#'):JGQE-#P:[IAB$R=B!R=`VB#:VTP237F%==7OM1WJ?<.'V[\?;WZ\' MOUW?_N.W>WYKD5\Y5)7W%>*FI&C/+=A7X!<5I:=PS70!&2B-C9;M=RV`@;ZZ$V(],_L8OEEV@,1;&[A_:^L1\)ISM"7OUQ^^9K_>/7+A]=CQO1O MF[0&V[3$P2ELULE/:3<2W"SV/%"_12`]&S5SO/Y!X7GR5HYWL&C'E;YD_5`I M:,<7$@0OGYQQW@D)!F$O(=C,;3!F"V\/+&6Q&T4.=A5+UW=W"!'C;`Q+<[(< MBZ_<\V*.L!+UN%8P1HILM=`RHMR!`Z;'1EU$2SCYJ1XS?W&$#!&KRL`G'*>C M>,9<#]-!L35*^!PY.L<)ZT:[!IV#(Y_@=):AGYP506Y8KY?"LE.XM8`@BSJ1 MYR.PC.M%9,R:WR**3%M:!U*JQP74D'C^\&_:>2!DL%!E&)_OV,ZMC-^$:R,, M5^0,VYK@ORCT=EH1PA#'`H1QQP^0`/:0(EBE<"0E0)B(<*[-4=5?*Y2CY&T]8=$4N3$B#R_L36:_EK#U5WR"8:PLP.*DG,N` MQ4]^2AL/SB)@=MQZ>#X*YX]/M4U_6\($M^F&\LDC.!EG#&<\CN9%I,U\]QDT MNLS@<=&LS#@B&/DQ8\=Z+Q[MQIRB)^&0*35*S_$-XSM0V*R4*^)]E M4V$?8H)-]P!$N[;),FO]P=M'@K$NMT=.Z9!M8VX;2B*?32!3E'%)JV0X/R>6G#6+16ZMQ+[B7>,ICE7`>0[01[_=,H(99?M:&LJ;9LFXH M!_FZ(INJ)EOFJ/O9W]7L,LFS`A+&Y!GN!]BF8AN)N'9PI=/<1'M5VQ M0'MU2,H4&+6TDQ54JR4?[9$&` M?=D2413:;X%NA1F`9VW$SEAG"HS#`&S0Z:T/2XQA[?2ZIA>Z90!4M;8T?^?? M'6V`N"BJ.]M6-MBLNK.4\@)3F/6FQ_:0C_Q@A)4O.+.9[[&VI-C.;D(B$HPK MK0-S[8$-H5(.,L;USI4E@N4V.?A<^?L'Z$A?GR MADI_!!Y*[5U""XZN<#,BZ6,8N&'`2EP>G.";]'F",W:I7<"L;JF>[A;VM%2( MRB>+%3&S>30+8]8K+ITH3@*+0&"TM`S$YPWH0UH\M$Y^1!WK&\N-.UO!>H4M M?5FSJ:PX%=@T[837MG;I15',VR8N%L/=?OUX&5?[VZ.S_8@=]FCW^K35([8Y MS$I*:VM"\3>?[K[&\"@,PD)P]55^C(*OJK6-Z_T/?FI6NN[-^XY?.-!3CE>+;:P`R<_ M96P!3$5[FH;!NC&K#)K.B?]8*2'@+)%V]:2F*>6J4L$RLE*Y8>G"=%=.%MZG MJY5+%<[RA@7.Q9:9O"][IH)88\V:EJJ(WQ;'\^FLOMT@5BI&,8%_C<.(%SFS M;J]927"YLC16-!41\IZB-?MRA1 M'_F&$I<%YU1DNKN7IVQ+7MLR-\`7'PT/5M!B&1M4M"R97]_/1MJ6ZQX9AX&A M'UJ]*&A:K?8Q?&+Q%/F!&5Z6Z5CT_X7R[Z(HWY6JUZ=S/_%FOK#L[114L_V6 M73FSUQE-\ZSF8L#NST/75U29NZM>.:0"6,TU;;/EQD'*VHP^%"ZMUO1?2@<3 M\R67W83F[X54M\06:.OO!!RF/%W9`,.N?FI=4PK=TO[J81H'JAN$\=LI6NHR MML:FI_G%X^XDE&+B^^SX#,:HG/$7CO;/-AW_Y*$ MGJNFQZCL#SB3.(.>P=,L>NY5!(6A@SW3DU'?2[S\I!4G.G6B;R39RP'?*VI" MOA(PW]?T`%\Z'_]G[D7L2/*.)(F?G7]_Q`V@,V]/>"@=A$%$QO,HPF"57:F%/851X!]Y)83;M`8BKX#`(2G>V4V)J_ED@4E`U+WX M">?[PB&.'*SXBI#2*=^>T,-^]C+%,G*DARC\EIU-\$(!UKLDG'D!/5R-X+') M',0%`=0<+W9\&0>*>%4*/OOH/5,TK<(WQV&01,Z8;C,6M;3D!!H)1@G`JBLB M\NR1[XQJ5*"<``Q.A1Y`W,DD73V)4&-0]+!"I04(;>)X(.IIL@);OWACA\E_ M1G1>!P$?]G"425\N/Y7F=_+3P@Q9'9"3 M`,?,$E9E%(?^,RLEJ/\.,EC-E!&P3!I[T7@^A8\$"$SVG2X`1RI\D$/%X:+0 M$L$G63T%%G^XY#]S_(?K)`[5O?/9+(P26#ZC"K#*V`>>Q:H/-I/Z]="3;:"A MA"?A'(TSXTE6ANH*IXL!\Z$#\]]W('-H#/QF*%`Q2)P)O+3ZZ`S%X$S MN?O*YI)1/?\CL%FI06I6'692*12B41J7U>UCQ1EF,?P5&9;:/_+0& M_W,U^B>\7L'_1%(L`H!6^+:"^WE2!P_*:,J*%M<#?YZ4T"!1Q#U0K5Y$U0D\ M%5&@RYN0*2Y0HN-O7-?EF\!J%ZEN?`)%"09F3*F*^K=,14G'6,"*Z!X6D%1)3Z0)^?9@_DO:L+J$@2$ MY<80EHS)6-TZZ#C*>/!T@I$.AQ)%)CVV,DYV565W=9QZ@SI.=7MUG&*H'0ZU M^YK72E9SVWG0MU1=9BWJ575E">;_$G"A":AP]'3JZS']32LPCY7$^DH*M[@T M=_,5K*S#[<0*M,/RL2B/?_MFK]C@T[[R_T=1-.\6T1=Y2XH1=DGVU=M@Z#(6[8LC4Z1!7@SZHYDD?6(<"R?]9T6;$/\F55 MUV6U#J]]#Y^63:4&IZYK-58[Z"MP:`5V&FI[A= M:"VA'8)1#_/10W1...Z/]LL1.-H>$>(;[?I&]^UIZS`.*NGX)9@">*-DW:T3 M^\S<_16(C:8[Q)FLFZZQCPL\&TW7W.1.3WNH:V\RW?J.*8>9[GIFT&@7F,Y, M5[5JF:%K3D>;L3K6[U4]-OC>IS':Q\6S]=.P:M&S#[`I>\`.7S^-EBAKNQ9= MIOM.E.AE)+[1]F_TRQBW-3!1S]1USM(^VDUM.%>K0W/5.S-7;3UR3VOFJJ[O M0F;7=2$[#%TW:.4F.J:U3BU:9T8+9F'7`1,=*2VLL]V?!W>'%CT`K!*=]L0W MNO>-OAOFM@8IFW1"-.L1>0]S>K(>W]K0VI'OVY2Z:HOR^Z/UQQ'V/M##-SSY MVZ!-IMF:Z6Y"76`&<7IRZ+T:M>7TI!5JK"6'.*K2#D%N"SGJC5SWW:B-PI<4 MB8?A\"!"6UK4*<(7\8W.AB]M,=!M#59^-M=FJ']6]W"]JH>3M8;]FJQ5[C4MW__CMGL,3<%065P4RC<$R(BR-0+'/\-`*-,P33XK7ELW72LR`@_6-'K1$[ M5HXWB[#XV.:\%JGXN=C9GC)^A`[M4JKAB M(*Z<8LJ7.\Z?E`!:&=:_2[O:9VC)]&L(D^S$,"?>J>+T._?48`#NJ\4%'.SY M#(9?#L@2%3YZ\A,'BL_!HC\<&[#G2-LIKJ#-5YN*4]0`O6 M8F9*W0=]7+JN5[1D/S*.64'-XX!G:^?\I7K*7I)2S`AT>NE$$6(R MY5^@Y)+SGYECEO^<>6CYK]*&FMDOP'O,?V`N9/YS&.3_1L^N\NG"*`QW+_^% M%]")1])?^#I.!![?5@YP4RXHR$J;\JBZHLB&MOM6RAM,Q;1EW6Q%^DZS#%G5 MVG!&`5.1#;-F>S8Y@"A#*\/WGVBL^.N[X?(H)'\D5W5:%Q[OVH'T:JV169$< M"_NO%24L:CZZ\HWN'Q9V'IIR$TT[E!7%DNW1[K$J-SG'DC5[*%OV[C'4-B&- M+NNCD6RIK?`3-)@,3$CK_=6E[@`ZKM^U/8`!;C")W0,^=H42.X-);*^96A"G M($RJQZ\MDQK];-B*&G#CS&[%E1W]S&K%/);0HU_F9Q%H5-R6[=HWNJ_3NUFX MW3F,3G43G,.V8'1VC+KV)M,U:ZG;-8O2[:KB>HB^O4]#5=HA::V!D:R[G=IW MRW:=58>5^WX[BS59_71=^O*-KJEPN`J&B:K`RM=O"$+IMV2\R,ILA#JR6B`AK$K-,@W; M$A!52MWU,,&FVBGJ:O5@J%VS*=UVM(;MP.U6U7:@L[>DO>&PIWT%Q?'X47RC M:RJ\\\?CEJQ:+3FY4&5#;\EYHRD;5DL.44Q+')"W4W1435;UNLTYQ%&;/%3T M=DP%#\BMMAS6RZI:)\?],C.=."+795-?@V*X/^VNCXQV3`6/R-M2.0#JS*JS MO]VW-6]LJB&E:+`BCNC*-[JFX+N9N/W9TM:EZGY6]3:,_$BP MRAG^FO\E?>^_M._0=\_W)9?,"+`TXK.=44CN@T:T=%>7?!!$#/LID5'"L)$>G#&W^#GAQ=<2ACZ M,9]*`O3#!T4[NRI+KRE5$.WLMMG.#J4.!&M,7"IC)(A!PS]["DLN0%XQ`DFL(8 MYZWNJ+(BJ=F",5*+@A(=PI^B;!Q<2CQ_^#<:2JY(G#'H"V?\PG3$LP/::0Z\ M$[K$9S)=Z.+W"_U%S63H5U!'..,DC&)&H^_AW`>:,+.HP50LS'C]),;AV.+E8QB_[<[I?(3Q)EPHL[;C_GL<))202U7$) M*!WZW4^PE8]`!53B8Z9S43M2"E)EZ$7C^31.\'N@B&_"B)$T1N/LQ&":93I. MSB>@^KTIU;SQ$UTEU71$>O;(=ZHX80#B1`$\2RT"`7V;<.6V8XYGT=7P?44" MA^4.%Q[^^X[`U@.[PSAW(2SB#P2@E\X?(\+Y$0CVE:0ZG4[>RUSC?0BNM:H/ M92D_'N=+B7$I%$M?\9?_NTO M\WCPZ#BSOR(E_HE?N@(#[X>H\^-[<$4O_'#\[>_PFO2W]%&@\_DX=0*^1&$` M_QRSZ7R!^&3\POX[>YMIJQ_)5S+Y]1T)_3^_7`\5TS"LP4`U5&7P?Q5%-?Z\ MN[_Z4[?,/[%GGJKIZI]@'SWWUW>>^Z>IF];('OYIWNC*C6[?#%3K?#@PKBXO M!\/ST>5`'UG6N:%:AFX,_\07_XYKY$O<,7=59>(!__V58`@)>OHVCI$?W4MX#<&+KBIL?3'S&6>ZFG. MD)>_G-_]D?]X],_H+,2PB"N?P+U>Z(@_(U%]! M74;S,7(V?!J4\B5X)1XU%/">[\2Q-T&#QR,K>-QS,2(#I?Z54(-P':.?"P;$ M1[L)]H)V@[L$S3R?@IQ_2GW(C]03Q4ZNJ"%0[S)Y*.BN;.[5]:;+*Z^;BVVV MT'1M,#ZNKKRV_#-H9<%1`S>?ZY(Z2A4>3Y_EMOS\[G(OQB+USI;S58$P$FQ5 M!#L%(WU_(A!:2V.^CZD5!`L("@-W+V(QTY/S3%CH#&N&7\V>7F+8:1\\(W#^ M8=_9CD>%'0>+ZZ-]Y>%38<>1>9QRO)`U""[_%K]?"+J]--!.*4]?RQ_!0*?P M60QZP*](7LYP]309R=8/GO68K9_Z-_`AZIP\,,\![4MA5>A6,4*A+^!1-XP& M\RG-GK#O\4/B>)AWP+_XY!'FD'B)GUF+="9H9R8)6C3F33"NQJ;$^!2$'U$( MSB@=,HE`!"!.I0$<^%59J)HYBNF@67HAG5'R!,S]"%8.",A\70A"YS0GD7\4 M_438,SN`662G$\84W#1AV_1X#*3D4^5R#(I MF-.2T!3%BBH*OH-9"(L;1!*@Z)0G9O*&.O2U%DJ9XP,188^>02123J.Q>[KI MW#FA;0F9RBA1X=4TR(0()0("628RSX0YT_CZJS>&3CHB>==OFD>(XPHO25/P MV%%K,(^>S?4!@@G&M=Z43HVUCS+ M@U*.>%4#0HGE9L1CJ2;JZF(GR8`J4*I&%GL#JR;K>!7?7)6^51`G=PW M&M7[1L\DH'E;JN7`:P$=/8:8Y#M8!>D21"`$)R9^A8\R*ODHJ-;#JI-!/[GI M!Z6BJT+9[?*LL.\CZ3L8%KY@^%3,G4>PG:`SV)<*V7'*;\EW`B["#'PE&)BF M!B.PO9BWH/Q`DYLP(0*\ZV#*,0+3B8D/F%SDT8REA]8=F0ET#GX53#R\#8J# M@'=.\U_2/\[/O]3-@"Z4#@$L&:0)@CCS>9-,P3*'@L\JHKY!.EXP1PG!7>-F M=AX#T5+UVV*6+6YN$?7T\"T:[TKHI('G$`--8SJL M4TS6H&\`&_Y(*7XFI5SHQ<41N2^$>1_V-N@H^@54&=16%+-FE`W&:)>HCT4Y M^"G\SAP77$7HIUO"KB2@5P2#/(8A38(6W*$6;L].=;E%!X#!?'Z@P$,LIL)9 MFFWJ):"`RX%3/77J/V3*)"'F8]^E-WB6V`%F!:@W`-OB9AGJ MP@>IJJ!>II1\SY*K-*7*LM-GL*8H3F3NL5:&24,K54T/9WDF+AT%)2(J$9'G MQS`@2@IDI%8)4X!XTD2C(2H?V4AGL%K@/%?&(>FL,Z)/4J*#PQKA)'C"KS+C M=)TQ03M!8]/*1)U,U]"CYP)KL]B'_(`),J[G9P`A/$_">0SR2?6:4YQ7'E/1 MO[&#MRF+B>>H%/"G[.3&HZF/;'94C;+=C//\1?IG*A2X;GIBQ=(/^#YU MBS)K"!XZB[&2D.\V2D`X!?F&M^=1D#KHQ81!E2(\(Q#.$SX&K&::?J%`];/2 M?M$(-O<\^"[!"(4HEN\I$R[F88%G5Q9J^"SUV2C_)MPWQ2Q+1/G8I5%NX%;4 M1"EM7S@7\`D=J:HY6"JH3L>4GI/YYPN;X&5:@7K%4^<;R3BRR*EX"O4R(SR[ M5R!:^R1MP1^A6C"[`HH>B%QT2Y@3@;^F0D`9%;>Q^DK%9Z')TP81*)MA,?YD ML<_K(]!N^2'G\\(3%7.R1T-!AU<;RER?,OK%`G MTYXWA4/CNVSC5CHTA>GEAH6=5[-<[92>%K/4%TU*,R4&WH/'U5(D86"3\-SC?L89[4DXS6DZ54==G;W&FC4IKN:\;?^=:7YT+W6BY%Y)0SZ*[3 M5"IZ+JE`I`X$*$Y"765DESJ-1^E&O19Z/K4^XX&#T:-V:J<+[@=-F_@^]3T7 MKZYMRBCTP+.2(^U332Q_@S/SAA70Z^K'G)K"K@TJ(F%K9XZ_7,^AZX6"X]:P M-9.;G!N7"0X/?2JBDPJ.=/I`)BP95Q:#DE*N$82U1=ZOJ&03#/AF!GQHP("? MENQOFHC*@B48+X97:<$`)@3I;]&DU3)NI1B.O;]&N4\)!#ZH(?-49BP8K$T, M-MXB@^5>4]'CV9V2VV;5[2Z#CDU]IXKGM%Z\5M`FS7K6^DT8]15])YK[?JVE MD'/G+O6EZ_TEGNY8[S'Q6EV6*6=)BHC7%S9GH3*1Z&E&T4[R4!NOL>!9`:<% M#NLR;YW-HU126Y@R/9AGP>,IYBV?'<^G^@0^_)#^Z0._T4+GB>\S:O&\!N:L MZ*$/TZSXP=4^8WD&R[Q&X3/VTV?<\BPX1'#XO6.U][9*-_XN!L_$7?ND\^3O-"@<,-G M6_<[;/-\>&XIVL"VA\.!H5Q<#LYO3&M@75];YN6%>J%=7.[]?LCA1%UEL-XOS%\5_;-Y:]LY_<;P*X,&X(3+0&VJ..7UWQM`9;B_U/H_X&'FZ28 M%"G@A&&>66;MG:@IKS;(:IC`^"WJ;5UE)[B44O57H[:*"<+)L6Z![Q9H#,P, M'`R_T.J`0[)U7S@^NIJ5Y;QN!0=@H5"5CF(QTXH;MIO9DCJRSO;HE"R=`BP<(JX\`*L<%Y!%_^S6] M9+-;5*AK75.NSY7K@:F9VL`XOS$'%T-S.%"'EGJCZC$V68<\1 MAMKW'>\?4M+%F"N/(A+/P@"O#^!-!'JF9PVBX&7->8"J M-SY*UFN.DK.X4M,V'TA]_13JD(J7\@=GH9.?BIBTRY$34_##6'(\#C])[\#3 MHRI6C$=/2>%O'AYNI:@,.5@2H558V2WNL3/S$!UTZD3?\*2+@;8RE0&CRA3` ME0Y/+\W%L+?X4T"^^R`/H`.]@!YUSB*\N<]PA6"$_\P=>MQ=`8SE0`"N%Y%Q M0@=(+RI@:1FOYN.O##B,;.$^7^G2T:>+N])E(YF!GA9Q`3@*[I??/YU?2I=\ MI7EU@'1*;QH5Q^2PD3"O+Y>?RG>9F"1_(4'P\LD94]PQ?J$:\?X^?KPL3^_+ MQ]+T.'!3*;UQ^0M_/ZHLA./A,#+14@,/MY.?3Z93@+&RRU"%F=P&X[/*5&[N M;DM?:$61`?<-[/<+B'>I:OA4`&9D_%,0#(I\500\8E`#!3$[^:FDB#.]RP[V M'U`L"(BJATH1*P[HM5]:?O:(2!4!LL@`!XM#_`2MZJ!HDXA-RL$Q;@B6HOK2 M[RGB2`J7!*.T._7MJ/&R<(/,0H)0L5Q?PC__NKUO,/KW8]9U*^4%DJ3)&+4OX:K4\E M#LR$XFWSV[54H97$Y1QG_5(2*Q@*`1C0&K$*%/]%3M>S\"K%V"R\+0SPT1C@ M6@_LE=8W'X-Z@)FAHF6']$XQ*Q=)$1K2.O.ET.=R!?IP#7Y;6>J^7G^NF`VP MB'+V!1@N;]A+8Y6J_;S[&B_J'_*#@K;EKS(,^I,*6.CUW5U%UHM^Y'T!%HX/I/^ M12O\DR20H-=XYC/5!4"!@"EH_,`],(2%1$T$ZI MRMR1.9MMX1N.SR&TGME%B`)ZW^L=AYK8=)-XDX6H+O'^>@4;A<_?>#$L[0LM M_;O!S=M:2'JA&1=7%[HY&%XI-P-C9-X,1E?7EP/UZN)ZI)OGY\J%"B&I\>[O M-__[M[^LG%,YLJ:WW!%U"\GZU8N_,1!<_-?6)F_H]M7YS94U4"XN](%Q,3P? M7!B7]D`;75^KIF5;BGV^[WAZ%:SA!1D[G.4VT+-,3&7IRZ=[6F:*`"?$E9F7 MYDB/H)KP'@QOPI(\.108AI7N8E"3RAL;,8SP`C6#)(A@$U@%*810N>1C!Q@* M3IE#IZ3J"87L+Z!-\!'N08Y#BLXS#Q#?)7S!F3TXP;=H/DLRO?,=+T/,Z4T9 M_-T\P*OVO/<&XH>@*F%M'#C&KCLGK`J6SY1I`X:CZ2/L,`\`,Z#-)5"Z/*1+ M(3&*`/N9#BY8-/36&)*_%\!W"`-(XI#X2*S4G+'+[NBQ,468]DE(0I'0.`Y_ M*N]#03DK;>?`).:%>_>I4+"&2#1KQE,(M'$W`@)_.$PI3-$_2@!4,*ALPTH(_,A>JOD*R.YS/, M%7"(SM2*TK8?Q;1%&9<8A@!=&M&$'UXII"S'7J=!),N9!`Z][>>31R_V:ZF/<_@QC%ZRIFNKK_TMB`Y^G-#;HT4W@,:MA7P7MIR?"1LZ:N2]IT5$XY"EN='G3P8XY-;C*O M2($NY$IAT<`HV9'V;>[U?IY\<5"3\QE_#OR7'.UT^S5*5Z-S7364J\&E;5P- M#-.P!T/U6AT80W6DJU6?E##^RARFDE MJH`OGWZCBN?+I\L/&RP&'V>3T,P-)C'4K86'/K"65-FG,.>R[&.7N-L_J^L_ MA3/2=6WQ8V?+F:]$_4(;X).T&W8*G4Y5Z3Q@K65P<[CDL0:T8`_JB(9JFLZN MB(6^1U1=5"*KKC]_N?[]]__%8JE/G[_>_^/\']?2[>__O+Z[_P2R*]U__>/N M_@!:1%DSZP*'?D";).69D\7, M2#LQ6DS%VNC%QC?76K-25=:-%ERB[?)%S=MR8K`8*>^=W]]Z95.5+=V61YK= M-?9_^\)-S98UM1/`/&WA_*\0WGC/#.R<9H$ZS?N:I1X=U^_8S/5=]7^F-RB< MW&'N$K^;FG9L_&YJ.Q;QO@&&]`<<1]"O#7`K^U/<^DK%?1\F:6??AHI[UV&9 MI8_`'3U,&+KKM9G:2%9&+0@[NZ2*^X3=)"C8#G6\K93Q1X^5QZ5AW^ORQJN> M.V".^-#3ZIK%71TJ77G/6+[GQGBMDQ8IMM#L&J9L#`\3%>UX86!T[188W"X' M^[SU3,;`K#)K/(ZP?:!?T8!MQ>33Y-%PQP"QAUV@+@\ULPN,WA:VYL7:SF0" M_(OWD5O-OZ#'C%[SKRK;NQ;0OBOJ+TP_TPK4MY]([$MOZ;UF:[T-L.3=4M4APMV3$Y>$<<=CY'>OD01L); M@#VCA:VFY48#F5;-_JL654P'?`?:\?F0RC7MBH'0;\V*-=#NL*;%-44 M7&%Z0A(O4>M%I=ZR8T!1?2.T>(]K1P0%MZO)7P&Z]*,,HX`_5X`HB=]OH&I7W[^=+V-"1\G&(9M"3",EGRZ\_?SWPZ)H"HK ME<#_8F=G;/&&@$4"E6,?.R)0.:H+WC(J1_L7K`FA6FD?-M5>IQX"G/<'?:3. MR=K="5U&1E94L<+CVW68=+#GQ)RW_%S7JHU6)^[RVOS#W^)OFM:R#5D==>Y" M<]/5&D/9U':M7OSBF7-%/@\;Y)QBL_3.>$^3!616/#^%KQKI+&N M6>HUX2DVOGB<.Y$#)IM($T*PY44*/<=BUB\D"%X^.6/I,HQF9[+T\>-EY^1> ME;%/Q)&)PE#?,>3BEG.VJ^?18(1%DN"K6:&4L:NI'E'Q3G]*"`7]!/T.2;^^ M!PRLA-7+#XK:>I%+M4W9.!!@[;Z6:(QDW3X,$O6^EJB,9,,4%RJ.5)L*^@GZ M==^:[\]V;UCGO?D^/0; M+48?]7EU:AO`<-IDEE8+YQO.H-Y.Y08CM#`?*O%2>0]S!,"?W&BP`L>M]11>%]F!`^E M=WU1IP6'TOV&:L?K5B-KQS6YW7?XU./"PM3'*420J10S0 M5A],T$_03\0`NXD!,B=_F8L?3KKEXBO68:YL[-'%UW9=E"E<_,Z[^-=]DFM- ME[5^-X8$J1X9A[E>MZ\]',I#HP4P*<*%%RZHH-^QT:]K+OSJ@_??2;*/:V!- M$;%&0UDW6WW[J_'*1@?#<=OQRG1+'BH[+B/HFWGN4],`04%!P4-34#2NZ'[C MBLOSN]^DFX^?_W6WC4F+YA5KK?$1=)`XX*<[C^HNFE?T;T=:U[SB0,O<=\N* M`RU3-*I8;0M$HXJ]`AA<.O&3-/'#[QR0/YR1R$G`!Y*<<>(]T]Z:?UWA_.TZ M:CK8JWYJ@?0/[=S!IN[\U'BY]N[U[>G;*I,^[,.0O'F-;ZM-ZL8:WU:=M'*-?3>65V0<$2/)^&L]T3^*'>V(!W0B).-=D<-DYM=6*)IM:) M.T$M%W%W3G-7SF0"LNPD791EJ_G]MTXP^JDJJU;C%&XGEMCYEPIS8; MI+O3L?9ISY--NGKHEI+[\TF,YI`M>TBJM46:;POVN03#Q46ZUJ#\W+[6U96+3BI+3=IYC#L*_:S M==D:]1NRVC!E\T#MLO>XQ-&N"P:[YN8W+*'V@F<2;[N$6CS7D^>Z;]5>$_VB M)&#E9:>PI4^'(]E2]UH'MJ^5:8@IK>ZF-.K`2[,L2U:5W90"=,URK;_/4"S^ MB)_"*!DD))H6)+;=(CK4#Y-UW=/R-%DY4-)M7_LGJX;H`G.D@;U(APBJB232 MEI-(\Y@ED.JBSU:;\M/A4+:'C;>O&W3ED=FX[K-7GG; M#?-$$R]P@K'($XGGCC%/]"4*QX2X:[TBM;\MTZW=;%GOK6\NP:Z'Q0>!VW;Q MM`W9T'<3L*$MU6M"F,DJ-8M M$]Y>K&5JU)^C,2>:$KE(R0(D&>]BH9$=@(%UU0K<]4ZWM@DSH?A)[T'\+MV*RM0OOMA:"* MH,JQ^A9]ZGF[3SLIZ";HUJ]DQN]A,*"GGPM'G2\EG9N7++T-4FW#YQKV;C), M>3AJ]2W5I@M39;-YI:0P_=LR_0LMU?\"JJ:K?RKO),_]]9WG_FGJIC6R MAW]>F%?V:*1?#LXMW1H8U]?*X$)7],'0/M>4:_U2O30N_\07_XXDX!2HZJPM MMU.W\/&2&C/>IQQR_T0D3M&<64:_Q$@0&F4ZV#-IDNX'S!!^P9J3><'8G[L$ M!F&-&&@)=0&G74J>(-K"0NLIH[XK/3AX[2\,X$_$BZ0);`^\_HP[%)])A4W" M.`W_ROXF39T7Z8'@BP[V=IE'M$H[Q)>#,,A_`^-[L>22&6A;^@3]4HHLC[^9 MP7-C;^:3&.<]FP$7I+BU^&0\(V-OXHW9DN`+V8)>Z/*^/Q':>@+^"][_Y`3. M(_STY,02\J'#>4`K7(H'U"DLQ\&/N\"\\QCIX;%93D+?#[_3 M23J1\PBR]A2?+9B*'3`),W;#]V6N48>%=O<^OQ2&__#P'RA9$A4MZ3RG[C42 M`6255?IXF1+,WMWU4I;P^[#$[^FVH5%.8+=A"QS?QYP`[E-0,>O`]#E_XZ;? M?8V!"7T&>P;;[8=.$$O?O>0)=A(X'U[PL`$PB1,I0I!S''D:@AR`0&`78./, M?"_CFP\9:Z*,`;.5N/ZL--DRCR'SLC?I>\`^,:F34LJ!<46:8L1H'C_!&.R< M%T6Y^/?O'E`#YA:1"?]@#@WKH%B3%RD<@\QQBK"UP8[X+^D[E*&!`G,_H MKR?B0!B8`?7O`Z"'R);G,]H=B'@/(/8111T8W9WBQ]'$B5/,+J M.-.4IH+O@0J`G8//>_^EW/4$ZBQ;VEZ4`9-];8T(U>XE(B:1_\RI^LYU`I*< MR@PLI:C_<;D^["62!?]^)GT&WP76BOM$7^!;_/!2)1O*&KR^7-I`O5/S$Z`& MARG!0[#/*'?4'F7\`(/@].8Q(S;\!;_D_9:;5S8%\KY<(_.5!,[ MB<1BW`1\D)%,*M"LM:;RRZ=[Z3$*Y[,X5[N+3EY9FU)7)B(HW#YY)GXLEV0> M'+GH&Z&^([A2WOB)"5WMR&CB4&PB![D=_XC/AJ!BHN?4)>.:W@MF7G MCQ_/O]S!2]16S&+R3AH3WX]G#IJ(7]\I[.>9X[KIS]\]-WGZ]9VJ*._?H:ER M282_+Z5BRB$@?X/SPH;Q(F9@TC]^Q`W/ M!U"+0?'_FX>H@R$J&%--2_VJQ'O..175,W-`QKDG6(@+@%//7AWZ"C[K/Y]I M13[[PA@LTTQHK(&)TI_I?C$OA+4VC&%HC$,=O/3(59Z?*CITE#]7?TF5)?\G M#;S90(R-,:($!O;`9X,_?P_G/DY@SO#TD/G9#>AE42\.[>+JPEDAB$?/GXWN M.HD#TTP<7!EON!K.(R92+!KGMS<+<0#7QW24ES29(/VG))`H?+$W]7PG6F(E M9.KU%!TN&5XF,WYA%.)YXL*OQA`C>/"`%W]C-[V1.$)PA>"^^4?!#!9E'EQ&>"IASF2,B:BH*BTT'[;PIL2@#IQG!\0(?WV*4D5^P*Q\ M(N-`U#5#[8$^%XA5`@_!(T&8RG=VK$%CE1)0KL-"?5Y3P<(Z%HY\D.O6D:;R MT%<[D_Y8?`#>+^80:@/-\#M55?/IC!'#>0CG[/$)3#6,F`;,]5-)^VVB]>14 M[<$8)?_U`=6,ER>EI9RL/(LW]J+Q?!HGF-&H2=_M1-N\_F!+?[\0!Q3#^^G*>429`@U#"/3DN M3=`[K@>OYZ+!J3BA"@I3CSR/@ZYUCN`+.@DWQ)7Q]SC4TB=1*O&COO>?.3NA MD'F`B`M,"80JD1(0N0U7''DL#\2T5-V91HLR;%F2.AB'$>PDS27YSO@;S6_1 MA:-&!M\GK!PO%!BNG'&3DI<9998:-R\[HN&!-M_N!24`PEBT'F@0JLDY:DO8 M$$4WENM_SC(TF5RR#[PWJ.<7%P=C%-,&^#D7F`3D`9=5^3*U6<'@_!'V_D5F M9T,#D'/4UB@'Y<=EFN"`-<54J.(T'S=.<>_PVV3\%,!TR!+=ASZL%Q<>*^X6 M2RX2&"_A-QW(CQG+IX]S;+W"E_&T+'.I^:]1^)GFP&.DF/JZ@\L2@E3A_;\Y;+674+6>G\[&VS]G58Q+]1Q>'6BVLR@J1OLD.]YRH:@=84$./E)@SAR>4F&R8LG[8 M+I7I^0PET4GF$<]\5<\22AEEBFU5^0YZAW27I%,6;BT*!8P"_!/Q06('9;S\ M!&9(BBF_ZM^E)^*[S%+A`0RN;&$`-CGXPG0%*'I`M>V5;OS_&3V]0\C9L6/'VIM+# MC:N!RH6"J9SEEQ$2?AEA@<+`]<#J`:85JLR=5R1,9D^D*@0,:NRA*J_ M:@3SF/PF.(/>R=KIV]V?5KCPR[ZC[N^27*PY\2< MM_Q050\E3%,X?GZ3A**>YZ[S@R83O!;2&:^\RT["^W])MV6S> M_NY-W'>`U:J*K-L[!CIKS6HU6U:-'0/7==\XKA;YD2*Q)"V1*A(NG:H?A&44 MNF!:\)C(TNP^+U&S9677K7Z%)6VK)A/T M$_3KOB5=;3>K"]Q?`56Q^KYA\91XKB?/=?]*^.T^XJC/>WJ""NM;;W/C*O*NDW_T^=%GAJ&`7%` MX]L0XERQD]DH03]!O^YG0[M^KJC*IF[*NMKO8S=9,RS9['D&QE956;.$&3TN M-2;H)^C7?3/:+:.IR;9FR2.SU^4XNFR-1K+1WC9T6S&:(UM[RTU\830[J;0$ M_03]NF\T#QU[-@3(T&7=,F3+;O610]/&K1!**[(R:G4XW7!MIR/#E`VM<<+] MJ&QEGUI@"PH*"AZ:@MOJ.G&/N2.]=FX*U+ MWO%18_?-H8!8ID,*O&!!LMZ2K&_E`_TI=1+T$_0[)/V.L3[]4(Y_SYW\XW'H MA:D4JE[0[]CHUX^J]+>J7\,Z@+N-R_1L&5]N.,>E0?V$139;MZJ0%C2 M;FLR03]!O^Y;TM5VL[K`_953!2X>'Q=_-0]<$F$>_;L3N=)L'HV?G)A(SF-$ MR)0$20RC"(!F\=R!77J%4"SK0]EQ>@Y"*PZ4F1#Z?4B3[%'@FX)B.9^030K(]D8 MMAKHX^W2:8QTV>JW"CHUAX:LFHU/E8\*^J,_:2Q!/T&_[J=1NWX@J8)UL66S MYYU190M,C&+T>I&GJJSH%FSEX=Q<84B%(1#T.S;Z'6,1K"8/U:%L&+T&_3=H M;DCK=V/X4]8&R;8;.P?";'92;0GZ"?IUWVP>.OYL#-.LV=@TI]6FI3%,LZ7; MLJ6TNJRA*4PS6$L+`DVM<3G#45G+/H'D"@H*"AZ:@@V!FBDN\U)\2F[?%Y"; M?Y$^WOY^/?CM^O8?O]US+,A_W5[=_X:&^7U&C>6K.RRNLZK`)#=#'299X8?#_YDZ0>#`7[YE<>3$_'(_OR8_DP@_'W_X. M`TE_2U_^2AS_&F=./G\/B)L]!5L($_Z1?"637]^1T/_SR_50,0W#&@Q40U4& M_U=15.//N_NK/W7+_!.Q#E1-5_^$'?7<7]]Y[I^F;EHC>_BG,;*O-%,;#N"% MZX$Q/+\9C$;*Q>!:L>TKU=1TVQ[]B2_^'5?'%[=&1!:PS#J)(:9R-^`*(;?0=R`\21'BN?3J1.]P'REB1_GK]>;%`74#,URJF%&)^*"#F6_+ISH,F[QQB_G^)$TDD<(D+'ZW% MFZ^HLS!#;^/RXP7C@_^'\'K MB`_DT0L"]/K`+YR1R`O=1@'W6](#38&0]:$\,CJ'==EPM<.AK-C'@N@]5&1S MUTUWNU80OUJDO_#[QO'>I?>M)]NZK!A'A]%[H!.E`Z[8V+'NZKO-OH^<()Z0 M*)8F43BM@@^4@`5H(M)QG]'&=U`?6`:8]<-4+!UPV>K0E!5KQV@]+5RVJLG6 MKIVX?IGZBB;X>OUY/?9(Y[0`L(5](`"R@TK#T2U94^6ANF/_K^^^P5<2S_TD MQA"^]MAFYSQPJ.?$G+?\7-;COOO>9Q04RA+`=E_([O$1P'N[$);?/*S!VY_MUWAM<<`D?AF!"7)X;1)6Z8^-T;"P\-V;!V M!/T$_?KNO>[/5!=*,$G@OK7X2/Y/=%C(,\WO>$PGG"W1)T4D2_JN-^KFL.^.J#8RR;G/G$?22NE(12 M3,;S"-SQ."9)C`&,RXLJ\QI*=B\^(FEY91M==71HM78W&VBZ,ELVS%8W&&BX ML-'NR[Z%H]Y>)TE04%#PT!3LOAN[WM8_$9\B]SB(;T03E$X"IC^>/\2>ZR$P MSO>G,$;P&<1`\N*"``^<$C[36.IZ/GZ19%(*+G'@[/FIK:C6QH52K MT9\;+LQ6Y=&N>YL?9L<,V;9W[.<(?Z"]NEA04%#PT!1\-1#A,BS!,N+@W?B) MN'.??)Y<.O'3C1]^OYO/9@Q&S_&+B(7XP>T#$EY9VL4E_&M@C.R;@7%Y?3ZX MN-*'`TVY&AG&^?GUY<520$*!3%?EGRW\_A@_W7G()H%,U[\=$"Z"663(V8U9KW*?DMM M/3SV$'`S8LY-G^N:R5M]S)@"L^'98!6?,>T=@FXM7LRK(#;20\:5F([T_/+A M!7Z*/)J+S-K*$&SZ\K)7*:Q3E9OIY\J+B_H:7V5SH0U8MCG#COF[HK#WU'5&T7]$Y['9.TM46-)F+U MF%BD^12%\\>G!0AL>/V`(-@-&4:3AP>Z;7V`M1J6;"E'XW7)BFAKLR4O9"WF M_?JD2F<4@F+*H^:86%T3$E/6C<[AX#>.3&QYI';B9+&]'L*;M(038)U9,;W1 MSHX:C:\7ZE;GVFLU7JNQZS93K5DKN$UZ)]1&6Y3$5S(FWHSF)3_=?06YC_'N M5A4OL7-I2U5397W7G-">U0YU6=&/QA/2#=G:=:O`OCL'Q?0!6O:U.8-#&7F1 MC-O'*<^Q^`?:KINJ]M8[N+Z[0UT0SYT@8:>=8V>64'285#%(W[WD2?IR4>RTNXT[=R?H&]8 M0IU!R(@2:C'G+3S7=PLI3O_[;$?$Z?]Q&TV1NFM]"-8:\1&INW9IB?;Z#*MJ METN7JJH*I>0PL-Q?IEIX84#VRF[@H0_A;]C=:\3;<*V&(>NC3KD;?;8L_7)6 MKB"8=TG@QM+,>:&(>1U1`(8I#T?'`N1AJ+*Y:R=<:(!F&F`#H,F&$)++<"CO M2/3L83+NG/9].$_.T5WP_DOMO!Z@4S\<2F:?/]UYY#H!T-F_'1$`G=4%"X#.(Q>JIMI+`'2^J2-@ MYN9=UKIYW3]0%7/>SYS[E?TI]/-^((]>$&#,],:NW@?(!5N6#''J1B^W)#WR MAM6JNB:/[&-9K2EKXBK)VX2%K2=XV0@L3_X)D?5`I M.SY)[[L[P6-I)_'"H'/.PZFNRB.UL1G=,WC\FU>K6;)F',UJ3=FP=M,7H%\> MPETG_?Y3;=C8#]PC)PNK?ACN:'ZQZ\V2WZ6FPS!9?JA30_5=]'MM_,'7MIP)[,@.Z,I35`UW=WM,2#WG:L:: M;#;W?)KDN?:U,%LVF^.C[VAA1Y&LZYHY6P=Y^$RBV/%CZ10OM*!AX]6PK15I M$T+2QB@`+19I`X*TPQ3B=%]GB>BSK=Z_H)^@7_>CSTXXY]W)*X,EL)L7#K78 MAHMX0]CN_NA.03]!O^[;[OU9:G/MQ1%9"DBR4]/<%%=/461#.TQ/G=VN3+,, M6=5:'5@WQE4W94-O`9AHEZRS#LK*#>FS^Q7;:%T%!0<%MV^CV8AU< MQXDW=1+B%B%#]QIL-[7HFB9KN[8.A['HP]'!&HKLVJ);\FC7V*3"HK=7FPH* M"@H>FH)OP./<%$JS`L59>NL\N0%#2Y__0HWK;3".B!.3*\+^MSD.YSSPV%M> M'!J::O_YQ]W5.\DE8[#P?OSKNX&^@-5I70TM97AU.3`,TX#_NKE$K,[10#=L MQ;#LX>A"O_Y3_=-Z]_>!:EG&$+:F0)C7+8Q1Q27>7Z^#Q$M>+N=11`*8\0R) M&#S>)4XRC[<&0WIM&XJA7ZB#RXMS6-^U8@]&YOG%X.+:-"_LBZOSH8U+,]_] M_7])_+>_K)M7>4__1="H$??\F43.(_E]CO"`P"!/3D3BS_,D3IP`\3,OG-@; M;V%'8SKPFLW4SV\,Y4(W!Y9I#P?&Y?EH<&&JUL!656UHG.NZ8FJP8EU]]W=; M-T9F:3-?M:(*@R?`\[=Q/"?NU3R"9]C^4U8`KY3^Y0W[VH"MC9&M*_:E.3C7 MM(N!,<*]-\SSP?4-+/S&T*Z&NOWG2%',/Y&CM>&[OX\4!;2,I06"K?][N^J/MI,LK.%E!<.LN*\T`X!J"3'\PAH1AZ2O:Y6&>G7BGEE M#6ZL&W5@:(HU&%Y>:X-+D/61?7Y^?3&Z0GG7W_U]:-IJ:;U+YE]>Y)?\D90U M\&@2,>+VNZ^;KA0W5K&5TDI7+:)^N??A^?@_G<1[)K=!G$1S_/UM\$QBM!KG6>>[ M-E)&1\J`>;1J";/YVLJT^9W`,^-P2CZ&<9P1]3Z\#*?3,*`,]Q3Z+HGB*\^? M)Q1'>W^D&2G:I7EMZ(/1U0VJPY$V&($U&-QHEZIQ95V9%SUWAS4BYN;D>7@ZN=-L>&%<7&GH`ZD"_-&U%O[2O+HTA6V'%E:V9>'5E^(=[ MYP>)OSB>N^^M`U_-OC`LV#`%A@:WUAQ<7)C@WZ@7YT/E\L+4+F]@8>#9P>9: M6F5MU:F7E_8/QPN0JS\'J/L^3W+1WZ_J`M6D:)8*HJD@>YJV/KA0KU&)#2\U M_=(R]>M+5.JXQJ%27N.*-2Q;+--FK*U1"Z5055$/J4-EM&2AA?F7EWCN_GO. M_P`6CE<].S[N_6UPZ?QH?BSPT]"""M:@[+6K39ZBK^%8DF831%I_2&[%(#+68, M3.L:Y/+F:C"\&,+*;0L=(JT]XDW M:_N(O=I^([[+GJ8=9[BNN7M=1[_A*%8T+<^"8*IW=/\/8] MB:8M9WK-`L_!-I7Z>&*#12V+*//&6BUYK&TEA@,.UB@3+5U,F`W6J M/\](Y&`(R9S2_08'-\-K_69T/5!&(_`=KBUU,+JX'@[.KX?&S;4RLNSAS9_` MX@;&!P-3M^S2WM?-?R%&*"6\;X/R.^S4H(U[K"F@YXV1JE0#APW6LXX&GYSH MT0NNR"P$-ZF826XC(0QP:R"\TJK![\:+JHL:T5]'@W`)Z_6".3S%21@&\04! MWX$40K3K'TGDA!&,Y40OMPF9QK^'`5(J"GV?,AZ+5-L8LZ"_K=HCPS)J`M"= M4*%,[K0G[N=)U0L!/P74U"3TO9#^26UC]*Z7%.TK%E.C:`^@7S<-;(%)Z%'+ M@G*MUZG%Q$R>F$VMSH4S_K;G/.*&228PFT--LU:DF9:M9E5Z)N;LT-+<(<1& M\()AKTC.%%907FAVR/1YADKA,B(0FW_UXF_X?HP#P+O!`8SH\!S"'\T:#BZM M*V-@C"Z,P=#0C8%V;6KZ^;4!Z[]$&;=HTF:@6U:%NU^SLB4T87_\!-8'#Z<^ M!U^1=R)^'AM?/CG!(^C//P*P3SX6)*0T;RNA(*08F8IMUM.IZ6K+Q,N3@#D' MYK_;MP1=C=2;2]T<#LP1)C4MZV(PO+JX&5PJNJ*KAF;KX'FRTUC5U,H2M'8E M2\ZA,1_15DT!^E&WAZ-R3%F=>6TD16,M;'L&:X?G=K>ZV]]OFB:)%$P2+41- ME9FO,G57\)\X\<:IC]E&$P?:KAHAKU[$$N7&!1TI]"\O>?HC"!]B8`0\8;L- M9G/,LL+JQY[O\3QL41M079&*!7S6G[O$O0VNG0B!?/;LZ;U"`^I84S6D&K!6 M!^Z4*.6-0)<\#/0%=`A!NC) M`9`+!&]DCNS+H6H/KZ^8I-F67J'BQBLJ$^*?*?I9!GZ&$CN=P9[@/GR>\,3^ M?PMC,5OU)0J?O1AC&7SD&73SGD_/AC>VKJI#?6`9)E;\*#>#\POS8F"JFG%N MC\[5JR'W2N%7>CEOO]UE+\WX_A&X)/J.'F_PR$^0VY@#,(?O_J[I2VI&ZI>Q M-*U+'I+VUPF9M0F^FMDOW=ES]QD?N@_/)Q.JD':XL8OG-MK%I7$UO-0'VHUY M`TI75R"\!O?*5*QS50-K;:LF"Z]'H]'0KMW4Q16LSFM=S0DF,[*G6[FSZ&6K M%5=R[4+61)_E4+40PE[ M!X'YUY,W?DIS5+?Q^9@>\1+W/,9QRU]I(V-`G`6NF5FM>]W:FJL%LL\DV'<5 M]*:1F$F3-K91K8EE4VY:XK>MTO>M%_B!4*@CS5;+@D`,]`GCG\^3>^='&K<72Q6JIPMJ%U*\;ZX':>$@` MX<[(4-7Z->*D5U9DID=W;>119%%;TU=79J8+J%_E>>!":)>R=/G4)+7QK'42ZR.0B:9^`O<>'KD@`9EX^\T>VA>Z/;PV M%#"G.M!.OS(&8(*4@:D8YI5AWHRNE%3<5-.L7(19LY"-="T5ST*Q<1N5+>:@ M]26W!5:OIM[^'B*KMZ%W8>.UO^H=S\J\*W44J:_!_]I.QQZC&=O6[$JQ6G7N ME=1=%$Y('-/"]]U66;]A9:C6](HC4)UX)66!AA$#-H\^$C/'::\UY-KUA:I> MZMK`-C5K8%SHYX/AI:X,E-'%Y5"Y`!D$M:.AOS>JW,Q<,OD-;QBG%QE:><-8 MQZII:]E1[]*EK%YZ&7OA,.N_LL^U:W4T&IQ?F5<#X_K&'`R5\\O!]?#FZ@88 M>03*EA]1Z;0H;L7ZEZRG)^S#X/ M7,Q%<0!/U["NKP?V.?R7,335P>A2'0VN3?OBRKPP]4LM"^$K!Y:O6E2]UX4X M%00>_QB.';]#+IA%JZTK=02O6=2Z"N1"76D;3VG0A`^`5ZIYCQ7+**_XH_,0 M1D`CSC\M=L(T%6VZ5EYI_?2K9XV@*,;>C/HTA>OY'M[(>\#[UC#`'X&;_YR6 M.F#TV-I4M(;X!'H5H>'-2UUP]O([2:4HNB,74*C[8%3]P(W75#V)21,FG[\' MS-B62Q^RDH;]5@YMF!XR@18F.%.5HYJ-UU3)F3CQTPT\$U^0Y#LA07JV15#E MIC^4;[7]3KZG?]CSD:U7%OZQJ5N%/(OL4_@VQ(7XC&?(DDE8?22O[_O+.2&B0%P42QMJ&Z4&FBV MZB4$/:"[LJD-,VG*2%F6HE[EFRRJK4-FI#?5OUC+.H0YV&M4\,J$-$=5XSS1 M"<>47F8HB\":5:S,BK46#D6U8:'J`FK(XN17+B]W5>Y"WZ5%/H%[Y;=&O M9,9OBN\7,.(2A/?:H)=XEZ\_!%C8CF+=G,PI;J;<6U4"!8H!'T('%1.IKYMH[/VI4T`&_)D0D/5USZ.B067:G!HGO+6AOYL:73KS8Z MKZ"&;$4;&4T\U]+B:FUO*9?2"0NLT>K-.@N\>BT;:>`:.+NN:&`#?%#-KN(: MOFV=-9>(6WWPI2%D@58Y5"A->P.3$C'/]?H_-.FU8=-NWZM6QX;,2N M4L9@I=/??"7QW$=NH7?UTS]G*05V]>ASE/T%1IQ/9ZT]>D(\!U4US'(R8#_T MJ%CVM,)^Q[:Z\?T(5+:J96@%`UV:M:&0-^#(-'1+S:.R#PII$NV$W5T,WZ$M.:1917^\D) MG$?"3^9:?,R"]WY``/2RTJN;_7(362F6;J5M-,H7UY;/?D-K2+V'11/01KMF MTGNW@UT&],\^K!Q!3/K1Q7+'#3H]=.H']:2\[2 M-E]61?'6PNJV+1/BQ++CO`L";!1TI0A0*7?"`^P^ MPF+I0QOCL++?^O8UKG-?KN9%8(-6&F&:SE.UA8*#U2NIU,&!\SUDL6LM;MO@Q]GXQ9B$/=+R`6\:CN;2,3Z-B3`2):?:V[ MO6)AC"BS:5)HSO@[2?"ITC$8+2F%?]^'G^(HOJJC\^%@ M.+1@]Z_`@(Y,\W)P#Z=.A%>0I`>"!B7 MORYTV]QXPAK^HC@E>"+K_KF\FR=MQ]FP[37O(WKY^>/'\R]W\-(8.,B9Q>2= M-":^'\\<7"S-D.//,\=UTY^_>V[R].N[H?$^:UN,,'TD>B<]A!&XOOA4J:UP MNPGGL!&[\ M8>]D7>^1@._P",L)P7GX_RXOKZ]O;I90.@EGM8W1FSF`'Z]OP-]3R;3B`0[@ M5^EG[LJNWZGZH5$G][?TG?]Y(W;@/T88$]+7AHJL*,.-W@W"[Y$S^_4=^]\W M3_@`BS4-V=;,(UFLJLBCH;;;Q6Y'KMLBQ7AA+R)C9Y;,(X*2C#^EL?\$(FGI MR\W=[=XE^Y4:?X$11EUC^+0U\V@PPB))\BP!>L6[FNH1>P#7DPD9 M)U(X02T2+R9Z=BXSAWI.S'G+SW7-INHKY>+2B2*/N)*#2=+O)$()<5)H%HA. M8I"92)HX7H23G!,A.&+.!Q6<0YH8$GNJJ/%+5ID[&AVYYH*>: M)6O&T:S6E`U+VQ1-Q'_'(V=DW=5E4VML6/962%0Y='P6)2< M)JN:?G@#/_NQ1)3WG`>M:@Q>'$5K>O/*J!^\,JIF`UXKWCO]X.L91-!/T&]_ M]-N'Z[_QKNW+NABHAW07] MCHU^W8^95Q=E+;F:UVBC-GVN8;6N;LO#T8[#I,,L3)/M4>.3\!8O[-0V=^-C M]ZZ"^W'#^X)-]*+4V3+5N2AU4=[KO#;]>T_?KOG5]?_=7MU_QN: M\0S!9L7J#HL?HRHPR:+[A[-5<\!<.:_2WO[P-E"D' M=L+7;N;^!*:5ML+EZ+0%`+A6HKO9[_YN#&V5X5MMO)1\Y5_)S'G!!S]/+L(H M"K]C;T_:;NHFC+X[D9MB)6;=I]J(\V6J[_ZN:?;0LC(ZO'YA.5'2/C<5J-F5 M;\?`8<6'6XJMJ3(XR&VM,J=9!L^9ON-6QF6=87"0#'@PP^%$(+;/T?U3%,X? MGSX'Y',$KY*[^4/LN9X3[1O+^<:^O!BIH_.!/M2U@6&J%X-S^]H87-B:>7D! M0U]>CX#K0/:`YHJ9\=R.:5``HMNT.]R_"'KXQ.5Q9-I\`'MBGB=?2.2%[G7@ M;H&X\$%2I*K1M#F>"?QYALC`7+MO=Z5%$J*5`+)C9ZL`3-:6NJ.N)\3UC:+; MAGTU`)$]'_S_[%U[<]LVMO\$]SOPYDYGTADB2Q``']/9S/"YS4Y2=Y*TG?[5 MH27(YD8AM23MQ/WT%P"IERW+$B4^A;:[8UL4R7-P7@!^.#]LL=!NF1X&?N!` M7_-^U.`(`]U[`WWC_RIN$GR#];9$FW3-_'D@VS!LC M(VQ;*V\Z3J23H_='FNZ_I*\1G9,V69J^TEM3\J\US-QIEF9?>3=@7E_PUL`3 M)<%WYI7YJNC\M,AH=(Z(>@3_>P`MW7)# MX.B0U8H."H%EA:Q@]"SD6X'+ZB>O(N3168F$MCQLCQ"[7&HSKKYG-33O5QX7 MNTH#9_+?NY@W<^^`<^`([V%)W+")AG:X3VU9GRJ.)_?>:(<);KK88`:BL5MC MY!*6B0D!#G0=2_-:!DSYLT2-TQ(3TLO&JB:H%D.0D[0:SMZ?G6K+[-R?D.BCN(--/4-(!(P(S&"R"P M61D'@L`V712$`=)7_*K:UL3\!2'6$F^3":T##_M>JZ[AN;H?0$<#+,>P0.KY M/G"ABP#&2`_8=,C&#J_=;#X36L^]][S]CI6'_&I6<@WTB_7%S#Z9?U<>9^ MU(.WT&<5;?2\._-&0BB?<2M6(__YRGH^B*XO6=QR:<\?]AH M1%MKR_N4#?JZ[8=5K%]*7VE+Q4UW2AD7Z&])PK:SKFW=PD\^O$5TU<*U^XH/ M[#SW:\-2D=5,;[NQ@>?&PZ$LA6 M;=1,\AE;.!X3CE1J\+PA^04,YN'+UAL@@B>\[H\0'3U"8W@6A*$?6""T.*NY MKW/290\!%/JZ30+3L'VG!(01]K351L")(JYUY:7)/VUTLO! MXJPUL`O;Z\?Y9)YR+O`&>%8#!_M:$("0N&S$`RL$CA-"H`5N8+N>'1#-;GU7 MQ-I>9Q)+7+^D!55TJW)ET4.2'^SFRMH@W@J7![O7RV*U]D(D,ZQDACW[WLV8 M'SWX-7G)##N^$9',L(\%ELRP%^Y4=:-7]WN/0UX7D\RP@]C!D\RP9Q9V7/N5 MDAFV'P9_JL"2&?:)2M:K!(-FY^AO!2"98>4[G^>ZH>54R0P[0B,\^CACC/A`G]2?UUZ7^)#-L*^FE+T;MX+#\+5E$\?37+&;OLXCF M56>JJYGHUS5_8/=JG^/S0-I`^.HM)B9"QIH2]EBQ=BCD:O:1KJ@JIV6++M&X MI8>TG+J@9#&?BO^<$!NT.Y-)QFQT3?VU8D83A&AK^LX^QJD)1H-244JE*6>F*']LH;JGR.U,O M#^#_PQODEA:J!$G!&KXK[KAO7A8)1B,L1YTI4-:M[X$+- M2@FCN1(G@E>2'SE3LHJ"7"E2+C:[0R34!;'QW7.,[LP9K MT9B[SW7XZ,%WA)*-[\8W(KUK?->1F&VWN^M(3-GD;G\N.+C)W90G\BQ79+.[ M4VA]Q(13E'8/+/1?9*\;^:9'7S>T;WK/GTPT2^E..W_3V9MUKSH=\7-,D'X_^&BJVN&R4V M'.%4`PX@ODGG'VS6IZ+M8WS/S]U742"+BN&=NT=OZK<*_J&-"'"Z@$;M6->X M@+(+QR#*@!>`C(68#O.54#DEEF]Z>5/B<(`S8*+:>M?=W)J7$<.N20]D%3SP MW'?@%'B@Q2^I'0,&4OR.7$#MC=:,@#71NB?CD_0]N)W/MU0\/.:_.P=!<.XK MA-)JELIN0P5"28@E[E2B@)(T`1F=I'=93I4Y^U(\%SBF9'WW/)W3^8-R_;") M`LHWT#[BZB0M^"51\J"DG"SVT65>^G7!/GO#I=E]CXR*G].$(VW9^TRH@";= M)=.<=\]5,KJ('@2&L?P6N\N$D['.X@D+0A7H=BL,;8%J#\'`;2#FEBWKO30O M^HBJ]4U'#Z!M`\HM-#"""*W!EO7$6ZM'F%9< MQ#3_E,ZG0HMK7F3G/HKGW"W=-,L$$L^+.+:,^5N;^L$>U"T'>P#;M@9P&%C` M=7T,7.1K/D$(>H0P_5@@ZT$W= M0Y;M^M"J*),UEE5:S/A-)I;M MZ1@X)N9X7/972RNQYAQ.`S0=:+"*"SM?;`?$>KDH6IWD]-*[19HL*\*/)PGS M[*CA)X)"0[-\C;FU8UO,E!TV8&SX0A`X*/1,0B"+ADQ0Q$=-PZ;U"$S]HA`[ M!/]`(WX`@^OHC[BX_2U)K_DQ$&[S[Y+%7<$YY%-^$B06`-J/W%LX=,*-\C@7 M^8<'CMQ)6`8JBGD'?/#,[8FA&Q;P#.;PV'8QL##"0`^(CIP`6Y@IC;!\\1=F MB0-:R"9/<>B-J&&M[JV`NY]HWBE6+]4DISKT?<-A<1)`#X<`0_9=-PA8ZD70 M-T+DL;@!VT:T:\\`VM?%+42;<^"E5I6R5!%Z52K%*DO-\E7-E7('BF7G->0T MSHLLOKX3,/;M`G2M$_NGG-WHZU(O#=D#AW^>C!XU%/AP`;>W&K.T'UR@CYS6NJX?MN=H M>+$\&EZ=^T;X#28[B@5>!RC%PV)?9N^9M>S'S?-:1?R2*?^HGGR_HW(9NLOL M5T*YGO-(#8OE\LZCOU^7JST7I:"EE:P%WE#(ZBII..T;SN"K@FX6,LKVVWFDRKJ)LBJVNC[(U7ZUJF+2 ML-!CHVP8#T&=U)_4G]3?OX8/V_M%,4)[^'`S\QDHI6$:!@UR>@T+I0L MSK\L>5WHFD.>7W'LF7YVCXL^U6\:)[+7Z<>?ZB?=G6]O_-'C/_L4S MAU6WQ!U>N6PS>_V@>.P-69V>Q)&2T6BNT+QHN[_T)6]Y=^A&>FW(7PMNU-]< MY["Y'$]VS%>$JY3=),O6=VQ237Y@.8_[VPZ_:]6KCJI=SGU=AV;-1_7?-,OI M0[,.W2O)]^H]G5;(MMXBI; MO6BKFG6QINM>Z`'3-IEF'=,'CFGY`(6$^`[1(4154_QE>_^SR;E!#2$*=&^C M/@_C>[I))+#E'F?K7HY)$#(I;6`Z/J=[T!%P0@L!B!#3";$,30^8\/C5VV5. M4=9EJQ*R7!]/HXK_X3@1UK+S7Z^JU3>^CQ?2ECE!D!-BS44$&,2T`/:8.EP" M#6!"J#._0D@C>FD!T((67CG6KA=_VJK^D6VL!G]E1JW*:O@6YT;P`,:$63MF M=F];R`8(FQHV3,MV45!2PVC;8?E%,=:2_RN*D_=IGE\E)4O*N^2>!0K!SM.F MJ(%K:[H!F90:'U9B(N#"@).^6)Z./(.@H"*!0.RJU:@^__9K"9?!+RA)OJ^2 M+=/^='?]'SHI/J?/)K!6]6#:T-<"'P(2&@1@B$)@&Q`!XA*3Z2`,H&%5K!_( M0"L]G"KC4VUQYHSW+$%[Z=>OL=!H_B[/[^CT%]K79&J^>BNN?**5?;+L*$`> M!;^EMJ:<2N@J^WR;I7:T/;`&WU'ZR&+A[ZY5/R(Q>-0AH[_!4#Y?IW-U>MT^J``T()D79!W M7#2(YV5JCJ4EN)25,\IG\;8_TVBZ;1#/8'Q(#>8.U!W&1SY:(IMV?7S?'R^=O*,=34C^CL?\';OT/A0*CR-MYI+X&'M^F:;(1_6)<80B6( MJ`AVTVND?7EU5<>&2H;70*_V^&+#5@VKX4;/O9%75S$D*L:RL;4D_Y#O+-_Y MH.N&CP<^@/Q#B3=[++?OX2?BEI"NJZ;6<+N)_HF-<0LT#?T3&T%--;3!%:4G MC[9)5&(TW"UF:+7+"Z0\:O-O]?K;4'O)^?CA_6O_D\_=L'C M<0X#@;JI8FUPDY>3Q39T%>GVY8G-IN;ZQ45!73-50B2CQL`9- MVMO\)O78M4A2CR/6X[A6XC[L:9*F+.9T>D.G2I%6/"R\9U@FFK.)2QPG5TGQ_X"QGYH,X7]!<:CF<)Z MBWZ2)F)I6U"GYLN.W@_*M]LTYT<.>9ONF#=D?CJ=F,5)E$S$="*=L>].;D]I MFU4S?1V6-@?+VSB2ZVH6-[;5;VQ&+X*0+&MD:I-C+\=>KJ3L+71^?Q>4A0OO MD!>QO_`E%W`=3;ZPHF95RC16NYR0!8>`4NSY=;4UWW]D82\BAJQ!9!Z28R_' MODY$V>Y$OM%JO+ST$>ML4Z16)3/4T:Q6$YH5$:LO./,J38JLI)(4GV1T&A=* M%N=?E*JO.U46K#J9I?,XY5?LH[A2%?I],K_C3%"KZ]@]]AKA>Z:>7'#K;%KM\5_'2.[F6 MUK^<3#_54Z'V,DE),HO]S>`Y8W7)L?@HRZ05XS%+$=>T^$9IHNB:1MB,>,I_ M,)OUD)<-Q"0_=/%4?<=3A[8#]"(_0$7ES:UB`R?VU$:^Q<6MU1T/Z!(`2>79[=CGZ<+5@,]@/)FS,M8X4)S40)!3?NA:WLBG=B3`1NSIQX' MG2T+>V13Y9XA"SH/BL?><)9F21PI&8WF"LV+MIO9[Q@R?5<(:/ZI>/2!QV$E M.D]&;*3%0)>D4W9V#>'O'*SVGF7X,X9[!VHX& M6PLBY7_BSQ6I>4GH?@0'^YJXW;FYR>@-]=S()YF&;\TU]H<37C7_J93EEM>?.1YG?S(J_/[GZ7Q.6WXCS%.C3_^NV3 M_TJ9TDG\-9KG_WP%T!,&>*B%AA68$#BVZ0*L&0ZP(0R!;IF.X]LA@F;X%_P+ MO7H+3`L2C?U3JNK<4J_U^6N%V,VO9A]9F@M$\%O>Y%WRB1;%7"!\KV8EY7N; M^M)L%&C$-T!HA!!@73.`Y04Z\$S7MYG*`M?VN;[L5V^1ANV5NHX5:L.\^.J4 M*Q:G/I6U0+AP-`BP,;8`JZ/#-YI%(H47*%Q?9';96`)<5 MUVHED-^)+T+^_BZXM$5!"[^T*+A_U<^LL>JWYROG^OLE/GKP[+"[%]3^3Q/_ M'$3S"[6]2VM_TBCCA[HH/]RU>YWME.5".2)/1V0_\?+)*[3G^48+8NY=LQV/ MF+ITH+VYX-!(]7K*$WF6*RT27X]OWX6C='^K2?!NF:G:$-FQ+1HQ4J'5-GU/SZ6,Y:C3\ M?'@@:Q[]OJ!)W2/S[?N_H>*.SCNU%N%4`PX@ODGG'VS6I[,9G13Q/1TZ4_H; MJ[:C_-!&!#A=P/HG6AH7\`7WDI&@'V7`"[B#0DR'3VAO):?$%_:FXTJ.X0!G MP$2U]:ZI1IN7$<-NB+ID%3R:W'<$\>_!<3F:K9T)">9.M-[#G[/KY+GX'5]1'"15V\- MP]H`O)TDX5I189I]B[+I$@]6H=_833@D+IRGW_)W"3_`R%%AWD:/J7`)9?K$ MD6.BP65#\"_'-W3?A"$@'G0!MK$'+!L20"#33*B9OAM8;<._]IXR=3CJ*Q.* MY%"MC$[2FR3^N]K;RVD)[\I5L=/GI5\74?*P3J/V3[Q+UW8[KY6*^?WB9))^ MI>*@SX2-D3+C@Z3,TJP\F2JZ`8M&7^P5^%XM/V(J1E!\/EN!TZ*OZ1V_I8"? ME0W!R@N$0?`;5#:QT<-4XLV.PYL9EL2;]>31@P=G2+S9^$:D=WBSS@5N&WG6 MN<`2@[8_/QR,09/8LQ,6V3_M*#$O#&$JMDY$*"UO*SJ=L,#._;,S!V;MXQ1(TOD&O!\IWE6G"9W1;1P\I#NNAS M>'J@-%0,+V8&2E0$+V5E&&(V!6VX,!]^"MSOX+PIX-"*5V;C_\_>M2XW;B/K M)\@[\/C45#E5I,.;;LG.5.EB;6:/9SQG/-FM\\M%D9"%#$4JO-BC//WI!N^4 M+%N219$2DFRMQ0N`_O"AT=T`V.UC'T6H3'FU#NR-U4;2GM@[]#'K4YZ;)Z[G ML:VNOA`Z%O&2K:WK-K8V9:!?JFI'[+9WCC(UPY&[!"'EW5VYA@BIM#JB,NY"*6-]>-WO#$:CRC\I*Q?3WU#\^W8Z M!6R"^*.O&60"PRS26C3UNG;:EU]-?BV'!(*5-3\Z`7&%1R4LZILA_,1-Q\;$ M?20B#!4[]W"2 M(YW$*K^?F675D;O1R*)]6[H(A@@8>Z6+^0.QI5MQ-K/251_=AU-1,]OA_WD% MTN?0SQ$V=ST].4OS7Y5B.W ML4PXK'QJIU$'2CC3F\N$4]_!B'.=B8OHQYCLSN*;^QRRVGS*F@/%@>*#D'.K MCB9"70R"<7GC,^ZC]`SS"/N>M^S`53=(['0:==+A+(9+10M;C6!'1:(JHJHV MZE@;'PBGQ8Y3]Z*32=,W["9/F,WZ3@M7$N=$C:J485O4NLF0\"SHTZ M3)+U]2B'N379TYDWM:9]7XDKC3-C!^<$'T:<6TV8NZN;J3>?L_@Z4MR)R#C:V:\Q8]GIK2\C!5P MI3QSQD>#V9>L"N>"?\3G@M>`O^T\>.@Z]V841_$M4*R)'!R[,\..H\@9>%#L M7C6_!Z7Y?4;0]GA_T7U^:L\>R;ZYH//'CQ/\?_60J?X\\UX+E3WZ#RL;`A)$4F.(H^)<^Q.%CN.(F?@T5>T]@W1O;79M&LB9$W4>L?) M$WM8P6J[?K)K1RFB(G=.L*-46>RU:[UTKJNDNPH4$?L=6JP.-(PSTJ# M6%8%T$X>N>''L>1L_#@Z&U*893+410]6LK+_GP^ MZA_%?-3XNY"6NYLS'YZ7I8KMKC_YCEPJYY]\F,?RZ1/.YK>C M2+UN9R2I:J>K7?=:K7Y_5(?L\[E\\SG81"$%,W]9,(#E0TQ1#C`:-I3S.[$M M8;(4\M`R`E2;L;Z](6']MQD1IFG2^CA;.\M:3_^&$J'Q?D81Z/],$$Q+]U.2 MY0[3VN6RV]LE5**,=QC3L830@0<%X\$CT98A*"-P!8^DG^8UIKB["%/<42P2 MFK5APQ$6#R5,TPZACA]X873/A6(,?R8L;&(]$`M:;`2@\]A^ICD,H40$D\F% M13^$U,(1)OP5@F*=+O':U$VKOA+ZMKTJ#9:1RE.2!OZ,QB_`.@48*6$X)BS! M-I(?)B$H!30GA6Z9((MY+ST+6N^R3("%W'])MK^?X@Q_5[MS2L4+VVDT-AM$ MC-EI7T8\,0UO;V[Z7^[@)0;+PB<7@DELW"UM`N;O+^3H]\*PK.1WG.15W MY5Q]P@3A\O"Q@L=9G#?C`O0-:=)7G-\S2.K.J^95GW;5C4];NCZW[7_+[)]7 M);95]*TRVXZ(2>83XF7MTA01VH/V'6OAY+6=?$;(:&^+3.-9^RSDZOXUUX]' M[>U3=S^3+AI-U2AA]ZZ9H(^2E/MTR-"DMG+BGA(9&J_S]Z>CNA4=/P/7(C*6 M".5.\Q&)TLU%$EXK7=^1M:6K]>-PU;V2QLI6\$T#-17C4P=4AH8_6^%6$A0J M,S0*7YTUBSZ3\J#.1OHY@\(57NUZA2L\KO":HO`:;V,^B[8F;X3WDCH_X8*+ M&_J&8_D_5PYKS8_);OXXP"&.R>ZQ2677G;?'V75;P<;6-W]NNT&X!K'7=5%C MCT!R\AY.4%%M'^<\K-O_)>/UYPR(XRE#195-5&I<%[ M$P6RG]A0:>UCYW\[HT#3R0UOSF<^ M"7#(&A3+.C^@.&2G'1L;&?3)$(;&@@:&+7PRO._D"*M\^\?%VF)/;M34]29N M[9YR<[^V?KS@D!U'@VBJV%+/,+*^G]Q<@]2/%VWI+E)7S,Z5ZN@Z:CR\R M<@U0U`"M`\/%64!VZJ&J M9!-7?TX\:AH-W5K?4GNBHN^/%64!V6G&S$0D#WYP19HY5:GV=!5D.H'>/]1SO7#X>:@;96]@A MRI$RR'.6)@*7EU+;91*?1-O=D^Y MN3=;/UYPR#AD'#)NT-4**`[9:4$K`+-LP<59&UA>XRQEPX\X9<,:^+T2A9-%K5WIN:\=JSKQ5">'9K&N'6>[P:'EDG5% M;.U.X!K+!J-3UGIB6Z[T7#H[^JJTKG_XVYT(5C$I'/#]M]?2-J%0"VX;=VWM%:[U^G> MCWOR>'S='4HCK=.1]-%`E?JJJDC:L-61M6%G--2[]\I]Z^*#HJIM%;LK`NME M.3*9^W.X2?\FUM#U@_\0="N(U7\D'CP/X"U<)RGM*Z8=WU_^1>B1O.#ZBMR] MH3I0VJV^U%*A2+W7[TN]:VTL@:<^Z@WA&549@-S:Q0?Y2M:ZL=#;"9(!D(!S MXQK.T#9\GS$GH*XS6$:?O/O?$(9.L!P2+S"H,W0=S&WOL4?\(I5VAZ<$@3SJ M=WJ==D]JZ7)/TH>J*G7;NB;UM>Y8;@^[0(O./;[X`8=*/%+*PSF.H`YNOWV[ M_?2KD,5];\+U(%"@AD1%M`=4]>F+CXQ3[XK:$/G0+F!,#6HAZHL)*)` M?IAV:&&=R7-01O3DC-@6E`DM^??':\%GAWW@.>A=$D@3P_Q.+&&:C(9?5U39 MJR%DD.1!@B=*L8AUJI+INAWCXK&2'M[>W/2_W,%+)D!O+'P85":Q;7]AH$SO M+^3H]\*PK.3W$[6"V?N+3OM=&D?`+B'>A3!Q/8MX^%3BJ/^7)`D#\@`@,HX+ MOQ/#$B2I$`@HSC!Q\6W]W>NC04F3GG_EX$6](KK1W7%S\X;(RX;5D1=K2TF0 M\-)[F%S*(OS[LZ`L@F@1Z3?A/Q]'WW[_5=![5UJ.E5#I!/\NZ#&&PR3%YV`; MHXN&QJ;F7SP7^8H9F[25-7I$3#*?$"^K75/$[`':-6=4VMIW4PY`OQ4&!D`K`BLS36<.2)!C,P:1<&M:0%F!8F M71BV!&5,#!N,"B(%K@0VAP?%P7UW`3;04HH*@U$&A@OQF0FDR/*[8_.I=10^ MM96#\:G&2J?`L!*GF)6*2F9AT=A1D\.@D#]%I:[V!.0K:L84TUG$!(UG0-2)L5\'^NQ[YN M-?&$7U[A2BE[>J/H:+W4I'\1SR?+4J/&H!FH56U"ZS?&;E]/_AGLGD.F'EVX MH;,V1!*C_U;CB6\9]G%,2+4! MQ5%/&0^U5E=J]:X526^W!U)W-!A+0UF3-457.YJLWROWW8L/4*"JI_'$[<5: M#:\-6-`E^^S*%_"'S.7;1\ZN95T9M@?74GL@CR5]T.M*@Y[>E[3V<#BX5N7> M2)4KC)Q%ZK_[KA1*ZZYQR/$/BG\DD$D19N5OU=#4WUOOL!]*:[0WA/^^S8@P M=.<+PUF"@?L(]HJ/AF[_@3CFDGE.CNM(\<]/@[LKX4OHF3/#A^K@+I3@&S9A M)C'<92_$#UMD$@@&3'T>,3%&90D&>PQCA3`<+2)8,&->80N@E+@-V3:@WF]^ MW*`Y#%_6*%8!%&@:GD>QO'Q4D5GV4!"TS7D@[/G<36S#@X-!9KP1&_@"6/?4 MQ2L8;;\2AM&K4$CQ9<.C/D[G4\^="T84K382'W01PR$L/#*GX3R!Q3!-#Q01 M/A(ZQ/`2)"Q+)$ED02*6R.+BP?JX;X9N-Y*FU;JC5E*(U4?"`\8'+ZT7=__60`L M22VH&:71K_E&31-5KMPO*"AB-5![63NKW[6_6C*K,BI:`U*^!HQ(HTU5MNK MFU17B?W(0>P9ZN=9[#X"PW%@@5]&$O43+2L$2RAD=>3%XXXI)N&3X8`^]]"/ M@]D9#'P1M0Y3812KQ$&1:`"179^&`3B#`OFQ@)D7&F`:_DR8VNX34PR@%:&6 M.75`Y(`I/L*F:/J8:X"'ZW43*-%"F;#0I/J5XJ(R$GF*VC.GF:A)BO*$"XNY M*S@`TB*Q-8F5D+/EP?P==0N[*L<`A[Y*Z0>SD2"$V+$%3N8.HLP M0'2-:/KQP\F?@#"N4KF@BN-5+9R4161.O!"%*#/<&:ITCM=0NRLNV/(EW$SI>R7\ M[C[!/8])XY-BQR,OX'V0"82"3D*8%MA@$QB(`>&&0:1=ING0?F0L M>*(VLL)@XY<]NM:&R484HD;7S=@%_VBML_."#9X9[5F4H=0? MRAWI6I=[UZ-61^XHN#R.'HRLXC8!18^0V$.P]3L&_!'Q38\NF!WW5CY,1^T, MU6&G)W5Z0_#3M(XB#8;=@30>Z<.NVNZ,X`$03[GX\-D-RAI_X;HVLY!;,FI_ MF,<6+CSAK_J]^;8_(]VAO+2Q/E0[U]TN"->7)5W7>E)7:XVD;D]KZ5T9^K$[ M;HB7)MRD<;@Z>F:?2ELH0'N4XLY,>PJ@JIX,S\JF>^/!(\S`1&U?\I=`35$O M9YGZ5WE/@=DO^=43]$)*S?!>Z4SU;3OQQ3=RU@E^2S(YQN!U-+3&6 M99.#LLD]86U(#?V9B7S8D=T,-LX+,8DH;O%R M?`,$8R6A?^(E+\"/P&4R%;VR9QVLS#5+O1NT<#;\/5'D:_XNS2%9.>BGM\/5MF4)J]QU>]@R-;8/\\'75+'*`ZBL<@* M.BDEE00<<3.GUG4LW(N8/C,WO.\P(##2!V8Y&UVA!]1$_55P.'`XY!V`M!U( M+O0"HO`]=4+F.3B/KOT8Q638_H"H`4F+(FW@>G-DHY\$RV$8>#C>8H4.`MGQ M3N9E-`$P,@,Y?31;HZV3^-03>R^(W!EHSW>,!+@I0%[B)_A@2WO,7\L-@9HH MY'S/IBK.QZBNXT]1A#4[0/TX4,SB&I$;^C0C+``91X39NQB^F6-P&-45[@'= M?8]GNXE;/'%?27E39[I87ERJ3-[0WFUS\H.M",>O:MEV4IM,@WPQJJRJKR]( MV;X)Y7K'J\9+&L)Q7!:^B2GBL:DF8D=Q=.>YF.<4FV!C`P=(Y^#(\]ED;"%; MV9J]:V<34K$=8!GD'B@UI*R_?'!_02>P%DY(5@M-A(\R2*)JC.],NUF/1KK?A74$*^MGIJML8N$-Q(+\B"SX`N"KP(A,JT&;RXV. M)<)HC`O=!CV=ZNA<:'2EA];5E*KL)*9&*%,OET:N3L/)[/!(+F:NV>ERECL! M8K)X39Y9('46W4.K!RJ&0O"9.706AHLBDQ(])B-@T5A\[')2DC>9(E@LDF+W M>H9MXZI$Z$<@SEP[FCU8G5"4(_@+8F+\K4S,K1;4N>H\0]7YMFHSR,5D"PL9 M1B$`BEH0!S)SXSV*YTF@A`EQ"'"8QJ=+\"9KB5$<::D:8'HP.ECRA*/>91%; M+PFV&J@96#`TJA_#L=D[G.J8D>"E0$A<0Q:3QF`B/_%\`P MJQJ&((B^ZMJE6C.$!Q9N@+J##5]4];G:(B,6RS[<&#WWY;^\$9K,=XEVG8!W MD#`0.R_J$M:M*[/%2A1$W'AZJ1#P*2YD;`KYK#OT5(PE)(>>1-:0V.<`[X$P M"D9K#VQ9)%F=R*T,92N@+X5XUL6KRM&H5ZR@QE(GOCV;]]@D;>#BE%V,;-?1 M;4'&3-S(UTMIDZS0K*'+^KYZRZ[*"GXVI$1]YE2N=DVV/KP^?K(BQ89E[S_6 M1H96XT!Q0#:)!.$S^5#0AD!0:M?EPT5L"80ZB!ENC=BP[EUZ:"5&71.VQ0K4 MRQ0H#BP_!&/.L6+`HHDL`C`ZE%!8[R4FH8\1$W!(/N*62G@1`X(,UR+`;(J. MN#0A>`6*Z,F986$92S];#0Y$M$_Q'3%!.Y[:B^N7N+@*;8=Y&I5$"),L2@1- M64:+[5$$$PF2+)7'M?OL]'D`KUS%6&3D3="`YH?SV#5*]4KZ?DZAV&A!Q/'3 MURZ:KEL'RQ\9-ST"?!Z1Z/\_9OL@^^C[F!5O\91[VK7<&K6E<7NL2+HJMZ7N M\%J5AIW!J-?I]Z\'O1$N'>(>3UGNZKDSXR\*LKI&6-H(.@;E_V_4_;=L3?'; M##H&U1]">.!3Y*M(M'I]=312.]*X-;S&->*VU.^T!Y+6E^7K4;](>MXTEOR_@_T!X8\`&R%G>QQH(P$NQ%\[SP'8VV$\! M);5FF$BB'DF-K7^_5=W-2Y=GI!%%:1B\Y&DDLKNKNJZNKN-$:?+N0/54S5"D M,,1@WQ#VV%'-0%)LH'1]Z,4CFR)%2_*[@KZMY-.;H(P?.\T0ZD>RL37!6D M:L])>Q7#8V76VS$J_30K*@$ERPR.@]F[4Z*W+XJQEH@(1>@0[9-"-/ M70/O;,_U*SWBN4O+QM?V,D%1.TZ*6/&X->?B6^5=^VQQ4+9YK=+]#==3/WMS M2Z&J-VU4#ST>0%V[<@`MZR0`7G[)E?W MN#D"2D4T#%5T#A=.%P&E+1NBWH4>#9>C@VE'I]K%Y8\%F6<7P[R&+6JR?M4T MK5NBY9RG*5!K(M@69?7@]CEM_OT8]XMIP)XRB>KO!B?XF9*5,G1S;@_+(MH<7`:4BJH8I*G*OPH[QZ](2 M6N.F>[=]W7:T8U"[=M>N>K#5?1$`:C>'\_$+=^W"J9+>S0Z3-&5Q=:,(H\7R M56^D]BN]QJM+8R]'^,EL%N>@U"[%*#4-5=3,ZS9)%5$W+3"\[:N&TM0UT79. M#./E:[3]_/L'QMR?B8./-6-,QQ!E^4)8^5A@%4-^.,Y>K<\Q9QNDU>.NQ]U3<=>&@?[NQ=T<'X9W%$Z1VMT[](,JS0OYA&(RSX@&4V M:741DBZBM&R1].1S\VD5A"$:UGDBATX+%T9%G3BL]2QPZ:)N=D"==\GOO)\] M!XTBUZQ2`6_#@44@'UVEH!MW`OUS[3QW^4IKOS>W[.,W9'W\LF8?OXXI*4W& ML^=Y\DU."YGB6*+>746U;<['0;KVXB;D^"I;,U8?.!B2EZ/F'L?0NZLBUDL\ MGE:['7M;(V.47*>],<>"J!NZJ"J==J8="Z)CJ:)\ZJ/%2U'3V\JT=IJ'5='0 MX0BFGR=[LC4@-<6`?SMMF!S-Q[HCRJ?V^U^7+OY"HBD6=J7--@M%',_!R,[S M*:O+#T?1:=F;K:M,C)$$IMYI[]"Q(-H.F-_G28=M2TAIHJV=&,(KO`"ZJHOJ M_I*_Q]WE!D@\U3Q_;@E\\`V$JD0FT9REQ4KTA%]7DF:BVGI]7&'[JOJ+:K^Y+N.+*D#T);\KQ` MESPMD`-#TQ3?,``=UNM?3<>0Z3^<*HZ&L\+9IZ*9\2!)OS3;&+OS\9]E$^,@ MSD;3!)L5/W^3$`?`=CW7E10KL"5=,67)43U`A"E[CN.%H3EPVFX2LMXT;XB? M_Y7D1%#5^HUMB3\J2#[1KM0"W1+ARV97:!BL0BEE]V&IP,[=9V]WZY-:V\8* M=.P9-6T`SUIRPTBL]3LP/<-SK9KQ\>W>BDQ08GEQBL ML[\.)2^Z)PI#;,U".]2""8FGZX-\4,ZC].X""QR]5=2#KZO?M6B([J>_`T;H8%Y)C[(7&PM1'6I; M"N(Z>L)V#Z(]_GK\G2."L"M61NDA(//Q<;Z!TQX7%;WKJ3N7Y^`X+6`M.#.N M34FW%S%V_(S=5#,]!GL,/K>J[JZ+X(_Y(HK'PB*-YZ-X$4V+MJVHR&?-/-UL M.?R;C'(A3^"]_=$@F-.[(&FY0Q[@A8IUWQ[I* M:T<5%=,6=:-/_WNQ4KG'8(_!B(<-D M[*V*6AJ?4$6[.=:%^U^LH_&1]]@*62/G5@.A!XX\&(2V+P6:94EZX*F2JZJ* MI/F&)6N^%?BZ_9?REV*^_I5'0!\!686>WZ)X_GG^-<+P^N+EKR1]B#&6\POJ MCZQ5-`2.,O`UPY8,)U0DW30]R0Z\@>3+FJPINFIIL@YH,%[_JIME+/@C@*@@ M_@94DTU(6CU*D47#E8'0P!X;W_)4@GJ"P2[,MHH=0Y8M3S<=R9-A:%WS#,GS M#$-R%<^U9=\S5'_`HN55V7!DM<30,P-=RZI@R2MD["=9SNSBV\(LYCZNSQ,Z MS70%FT$'NJ5&+F8QM8D[QU<]Q31$P"&="`O3;$MS5&T$D4'P%;+62DS?.H$Y_)Z*4"?.&(S MK^?9\BX&@T#U+=>69!.X27=47W(L/93<4#;=@2O[CJNWG7=Q>(;".,[R-!XN M>2[9SJP%&&CVI#)Q+RU5P5&/3%78$X&_*VA?.U^^0#_U2::^^/#AXR.VS;UA MQKM33.ERA@?Z`JX&#<\^'M?[R+P5!/95T@DI.+\VV.<+W7#/]=+:-HAL;VU&6T]#T&]W8DGZ- M)R,A7RW6<=E6C&HM@TCO,XA.=L7H)_,'0"H= M<>_(?+22",P?XVU'V[Q\Z'6X@^UTK4>]W)$`^6.@M2Q1N[P2#K'NTPIGF/(R5B`@>Z6$<:BD`O,%U5E1]34%\Y^F)(=,M4;,[4&+HDBRI:\K@Z#'88[#'X*5C\+H<>C3A M0EA,R?B.C-&AE]%\*"&B*0AHDXYY/?ZHS$0H,[)Y-L)!FWAJ`^D"VI]W_+F# M#;CN=V4_^7.]&=9=`7Z)<3W]KK_$7;_\R(C#C(]&?IVPB-(\QLAHFIF'A5_P M\A%>KRR2+EH@JBQ:3K?;OO?/=?RYWHSH%4JWS8A^S3_GVY_4:CD@A7];_O\7 M,HUR,KX%;;FB-2NB$:WWXL$)_?=H#L.BJG3GXUN23I)TADE%'^>8?A(_D`$A M61BE#\N4,OZT*9DA"GP8V&XJE<6>&FU`8YM8VCMR3O?,*M>0"_! M,T[=)T3W;0P[MR-]&\-U@/LVAB^?NR^.C,$]$Z=>O1#D*MBI9Y8OI_9M.J[S)W>5<2UQ/JW^.OQ]\Y\7=IAX#] M51N^)7DTK;OXX1B'-L0RQ<3E\3+%JP'TY'>U_1PFMVOGL1I.#!@8QMV.+[QP MB_^2U'B<8C!4*/A"1B1>Y#N[^+C9>I^1[/.$!>"V MB1)%'IAV:"F2ZUB>I,NF*SF*,I!4VW+=P!EHBC5@38H45=&TBDP.AZ_"4:,G MS]=D.OZ6N)-)/(U!=F7;F].TBAQ;#W75UF7)"$-#TGW%D%SX11H8IN%9K@QR M10/D:(`<4]<`/954.0"T"B_^?32_`WE<-BGZ0,9WE-BR/%U2:?4UCZ=3K/[D MYN?I0?1(PE%`WDJ*8B@5:@Z$;J-1$XT__SSQ@1WC?!"-:'\U/YG-XAP'02T& M"BX@P_QCEBT1P]CSJ%WV>F0?(@N4DE63P<=!V&R)EJ&8)AGP:W(WQ\Y/?RP2 MWF#L,YR7TR\DFH99#G2YMX56JVCS;2"E(+2E@:T!V@)U(#DF:#%M$*B.$5JF M$[A,*FERLW?:,T%;"^A$@1]C;S[DXCT]H/XD*/?(V'T`]7A7MJG[`E,%U#O! M*/D9\`@SDCH"]0W\@:A2;5?W)=UQ9$D'G2=Y7J!+GA;(@:%IBF\8S!:2;V15 M4;GY^,R@UI!X'Z4$;<\QQEF"HJ24[6+70V:)>JOJ$6Z0N;@QI8P`%;R<+:@- M"]L'@.(50R.UA:`K]L=!8$7$76W(KH[2K60>6IBBV)IFZ`52J MRV"V>X8G&8JJNY;C*H'-\2BINNV8-;/C0/!J71-).@/S#=&)$C0@V2B-*7:? M+[I:"Q1O8.F2!;:VI-NN)<&?BJ1H2F!I_L!17).!]^V>"$)>K8BY-3.!_'L9 M33$%*[\'#A1RZCE%]R90`@8]OXW>T3\CQH)"-)\O:?=N,*G7O*0BC89^.]SZ MPF+;C2Q=!*$G0(R/%FX'7S^*\#-\-[H71CA'S>$*W#`#O-T7';^'!$8D=:!N M>.?&G8BO-B>$3TO[#/P0XP9!EI5-V3]/X#C' M?LAX8EY<.@RK\+�MZ?L1=@`X;1&@Q)`<.(&G"EUS^F'#LGU+Q(OCB%591&"]'1$EQJD6:#&G@/\PR)/@N3H#OT#7P MW`1SM8/=J1C1&\`)W/`#R5="&1E1!IO/.@A'A=CP!0%TB?+.?-V4I7U M8T3/F[1*,DW]H1(%SP*4U6;+.75G@9824!EO&R9?+>)1-)VN"G5)9<]HNAP3 M$0:)0/W=L2%AP`P.'%E,NWW'6'D9BT2A94KF#X+RJ-:FB8\?<$!>%>S#@J41:PNZ, M8_C];3Q;P+OC=PC7."O>9Y.C:`%T`G0YB*KH!\<2+0M-38,%+GLY@R7@`C(R MA<'A]3%^^/<21^!;"J3PGN6$+Q>(R:RP$FA3UBPN):4-02F:CN+,%)^ M`SH&6@`$L6-INI MSU?_4:.Q)K@5+"7@!3=6[$VE%?(L+B)E[>`!W`<0?\DRJ\:6"ISBPG"MV1*, M7J!%O%&!04"<06B^78YS4Z4-PG#%G)2U9YHB#`:H5HO6=CYETBPE.6"7 M/EVP<6&"XZF`\NP]F2+CP!F2`4%%"9T04%X"4&V)6),(P-6ES"ZYFJ.Y0_Q2 MHV!V<,LXT\`9,Z9(`].*Z9F*M4#*PE&8271F7%'',Z,K+$Z1U1!4=(G^#L^3 MIDK#8S;).+ES78/2B5;"H(*F)&R![Q6KNU_=L(E80Q_GY:.4W<\Y]S/"!7$Z MHDIWNW2()Y-XM)SF.$8"PH(=I8`1R"A:PFM<;8/82,#.'*'0`,3`*L;,*$Z& MN%RT+Y'SD%.E:)K,,4,V_8>@L/!11X$4HC;HW\OQ'=4",>;%\M[9,#'AO@8. M2@W?G,6SLBY90>CD!TDI9/``Y9MB;&0<5-(Q;"H`%\USW$HPG$?Y;HL=Z1]- M=8JTE!XK1;Z88L]&4U@!C`AK0OG/,)/58C+]]Y\(H*>6YE?]%KRG0+WB/2^% M";O5`6ZF'@:&$_C_+C((-P6H(N=@YYP+F+[%C6FBLP$K52;,-*)V4HT4R_,' MGB[PI`5H8&=[>+O8$Z3S9:7=:PYK84;R^Z2FKNCJ1E$*-@R<:7*^@U-JW."9 MAKU+/5`@])(Z9U.'!I6`^`K=;'B%6:Z;U@)0-$C4"4Z3?T_8XXQ8<0G_#4/' M=^B`H`F@=%5#>JF'&F9=.N#BN="I!'**MSB>-<$,^I"P>%QR`:HC4U%!E\"NS,CK&D?E@)E*Q*9.(+W/Y=8.00G:$37 ML;(=)U1:\=41UK&D)!YF0:^3S\V>=6TNA^)R/PZW+`$XIB*UPG_P5)Y`JR*9 MD59$Q..\0^PPBBAS&^#^4;(K_"C4[YB$WRG.U\ZIYSZ=-L0=%Q)EATT MA4_MHBL$OO$#->_@JIT9C85)O#LMXOGR#V@+XSI8%,%=3"0&SD,!:`/9A]OJ$>FZI M!8V.6H8F,$**XU\\7RQ1BP/)*4 MH<_`R1@8'1%Q(WPL/PO)"+:1VHES/D"QK4VSK6"H"2P&3Z"P)3LT,#6"TI22 M%GO][=K?<597IX5*I"Y`3IKS%75;T/`N^A(OPX;54="H?P/L M'WH$QD,T_)''(\I%""4'C!LH=\.`,7#5)IBC,YT79H)A.-B(I/7YO67I6N0T*5R/V+!?>3N(?9"RA MM8'F#MMGE)WTJW>4KN!\1IJ&"1I<@^K%-0L+.;9Z\!K+65]"A[B^N+YJZ-Z4/,3D M>\:%%G.EU9!&B3EB!E#EQP!A4)Y3-W5I4P]0>KB+'ZCXH,,M9[@7T_@?PN0G M[LH#26^$/[FF+E>*UV]9\?NJ4EBU.='13H3EG`_'O3KH:<@(H9;09(E!%B)U MI>(%)9'&R??_9^_:FANWE?1[JO(?N+.5*D\5X4-<>-O43A6OB>MDQB[/G)S' M%"U18^;(DD-2D_'^^@7`JRZF94KB1<;D(;)-@>@&T-T`NK]O470VV[+6?$0Y M>D5?Z1LB?BM8!7]YCWCSI=_/S@S+F55:-^:B!N8#UK8._**@%C75@X_LCF3W M04*V;V$-553;/I^_W M=='XW):.SC.6)23Q-*&!;=^5OJY,Q3J:M$W) M:YLM-38TFKPVJLIG\]D.EW@7&BE=#>Q9]NCU8BTYO1'8]&C9'*=,^ M_3*/-064Z":4*.OC?P$@V>Q@2N(33?J5E8D!L%8#NUZ2ES>O&0)I=""O'CT$ MWV[4P_CKW84BT__>"[#1L0[*6>"-'EOF,4".'EMF@3K:["N&B#K*8@-6QK@5 M&>P*'.SE]&DS<#@WN#R'7?%=S&G,_CX+1H>)6WJ2YT2?>^"N&0\<%#]\*#/] M9'8KWOG::`DK=($4V31:,U&]'P5:Z@4T=5DU6L-"C4-*B&43GIC4=/R8L,TK M.:_^S_)8>AYDA9S&H)T+"MS: M+JXC',UCO+/;S9?0HM!B>RUV$<>?<&?4SO;JA@S53H/)KB33%%E7.PT=NI*, M8!DB)/SE&[110HM"BT/1XOCWS\V'Q)\8;A$[*&8GQ"T/B,5S9_+<>1WRYABC M]7SO+!]TH^BZY8E11X$01%#&&+<-A#JY53A41`/+"FX=ZXU"1$QDS3BQB./W M5]B<-'EGF_2(.T1/_Z.V!0B>Q@^,^./@G>MX''26XK^=X7]U^YN3 MR%N)LW0QWV>W/3_^D&$@!2E'ZV'`-JP&H*C.7$Q%(/NVGQN_)U0;5PY?(8-V M6T0F\*PCN@MH4#-_CH?*$,NZHH\A5!W*M[*#;%ZH1;90+7H<]&J]@%!6VZ>(#7@VF[*JGG5\@&13/?&I MG;C'[/>=KY\F0HM"BV.^QVSVXT,SP1=81L99)L=`739):^\R8,DT1<;M\YF$ MVSP'4R6T*+0X%"WVLR$^ME5N69^$55DC)SX([$4PTSCDZG'`@D&BRYI^XO.] M,_2?W7&^'^6E@[7]0H]]B]3#2]?MP3\XCE3]%VN@>`=CBM68.%D*WRR,.;GL MZXYM0M,"V,`( M$!7:P-(]`FP=J8Y-FW8\,\.C4U6=8%3*N;\\E0[UP$/WW(IPV(AF6FK,*L-LJ67"`AH&\^Z#7)LB1)*U4Q\B@/Y8TOGYX#'KK M_97@^B8Q%:@!K%+YZ:(@P%*HV3!,US!TWS9,Q\G,!L*8T=;G:MCJ=0HYM`-QTZMEB'P'8,&_@N<0RDZ2Y] M(!M;Y5(A.7UW8\=K2SR,&7X2_?OUS"KH&QC-:B>$[ZYN(0^:)K!%S+G@[(P'L=+;NR7;/9RMD M[KR"L&TG74T]'/;SB:'@3I:K.`E_BP)._?ET(AQ52`VS10T/<#R5RFJH!C`5 MWP:ZA6U?36/XZJOV1&CI,X,*CF#":U@.S?S?HV+U182Q*G+:TX M0VQS@KC`7-W$7"WW^.M[C`)4%0I0U8&\>O0(@[MQ'?];X?\$HNHH1^0LX%2/ M*O`8L%2/*K``4FWV#T,$4AUCVF=SD7L>>,OKI(9/U".T.D\]Y`"X[<6.(D/8 MNMC@H!NK[H4E,B$GS@$9C*Q(&\1D]4<%O-[JU?@%1IWF:;0/1YOG7HH5M551'86SK M=ZJN"I6)7)_M-(=J4]M11H1=>0;(&+)ZN[/<))*Z?+''U[(!EE'%!MB,,`P)74LD_P> M];S\)E)E346RJ9]EM(-DJ!DR44\\AO>!6G(JP!F,_IU^D/751S00(;M`PM!`Q`+^\`P M?),E$>GSY79OGL+4\F?`9Q>+6KE,,[RX2%*\PSA(KF?YX1W MJ@.H^)KAZ1!8IFX#HF@6,"'T`3)TRW)-'T/=ISHPWGV@N]>JKN=5`M7*$99Q MS--XD\;2!C=*)O-ELHI/D/FL6(KN.(H!%%/1J<"&!TS/LX'O:*JMJ*Y%W,XS MGZ%12Q*>YYD^GY9I*"%8/_:OU)>G,><*E`H-TN]7B>=\X=Z57KM5.G,G*=RS MK.2'QNO18K:,'W@47L?SIM^^VQ1]EHM>I-9+02FX2-]^7?JVKHCT[8&\>O1Y MC2)]^_Q&9'#IVSV)V772=D]BBE3M9E^P=ZKVE#GRF/$-_2A2MMN>Z68(`;S, MC]W%MB1TZ.`$\.C/B9X>\-S8LA*:"5+^';(3XW`*@JR`6`IGLY`1W3/2%&IX MPB25XB`-NU\D(<["S)4)!-TXG$F,] M/7>O9O>P>=QECO8S@L.O=^S;\5'GKAI]XWR\\3DP-J>YY[9UE`?%#&^T[6B/ MXAP57RJM$]Q'(>#)1O#<73O+L62O7_$Z%I[]-G]B=Z)9)0LK5KGUKH7G'Y!7 M/'1;CT],&"H\_VL\_POI\.V3FNOXV"R;//3#,+E9SJ/)T_$3GW75]%4/VT"S M3!40!?O`8MKBPQ&5 M>[[R^=[3G7E?D[*OLS#,3/4RO>?XTP^K11AGFUYOAF53OK98R7NU\3L^_3%ED.\%1:A"ES'-;7<#%YDKZN`E;7&(;9L[Q@ M,GMG\<:L4=K"=K.\T:\+AN\N!8D4!O&"?EI^HQ*Q!N;1+"PPN7G_:"/1@O]8 MM?5()9C1.;Z\W'99ZV4FSZZ):MU<+29Q2%>9&V;_OYX]4YTQ"1Y3NO1NN9K9 M]HAJT78R MZ@%(L%HQZ32+4(G**U'\U9PJ81Y.[:=2'5G1\$U1,]P'\X!!/((,H@#5\ZAI M=B"="_0OP%K]W$$*Q M>7\;+G?YY:0JE.ETK"T%8A=K$-@Z\0&!C@XLQ54`U%U$_QFN[C0S1NTGTV[2 M(,:BE5@+:B(>@R?^W/4L\PML[0R1-PCOY@UJ%J02ODZV4M%P7-_1.#&K]3]5 MM$4L['@VTH#F.W1^:[X";!=CH&-#4SV=>"IG4AERM,6YF1*)49I(?+;5:LND M="E5^AQL$):+D#`1LK*Q8$V$.*S*QVAT,PGB.&*A34J_>Q\EZ3*.)L&<3HHD MO908HTW"PAOF?=,B*7D63%CI*\.)J&W-LQ"N]K+MX&F:DX'EB)8L35PJ=7_- MHD36`A>@TB\/(8."8X>)4'YE9UI*]J4R0*-//-!6\Q"MK*DKA'B2EGFTEL8! MVXV!>;1@B6E)E+P4K;UVI=4HG3+OE5,])84O2E6**Z]/Q&9'#5I;T++,B! MWOBB:FN]!#G0$:!_&=S?&CU0AOVWO?T99EJP*4/<=U*PN$<5MBC2+EP^;X,`O(HQE M)\2S*C&+'\M.O['X87P&PY3QVV/D,F43]8,HW*=KD+53IY:-+0IHSKVL[`2[ M\.HXR_(8(WX!D:SCUA5T'3*/'4=:^&9$15`VVA?N-TH[?N_?O*IOPV0US^YR MMRY]]KOR.?GLZ.LYT>=!%AYVMW+4QI7S.XUV\Z35Z9^K)(-[EEF*Z?@\H][^ M0&1LO@+"UJ'NV$0E[;?&9^X3FU?V+T&T8.D_23`/Q[F@L=(W&E7WF]@WMX-% M,AX"6M68N'+.AVI4Z$_HKT_]=1'+GW!WU#*@TCOEK>]*+-2Z&'W`4D'9T$\, M&C+^./B%>]^\RB2[&&+1<,L+G:XFLBIC33W#N7RAJ:V!A8 M%2``=C#Y3SC-OQ&%R<>[Q$I+KN@AXHP@\]T'S6`@/,HS<"/[2E<#=;L/8OIP M$DX9LE:X2'CFA!,D]]9B^FFYF-!/I]/%]FPW/09*`\.Q&JALCRSL"5,#(KBO,]Y*@M MA0+O8E;'P4A\SFP=3K_H.4!UWOL#9=P-/74;IJMX<3US M@LPAFXQS;VU$;':ZL^0YBXGOD%K?E5Q6I^FY.:?UGNB1J9G`C& M0U_R874%M+)=CC!7M\9VD*HJ?COB\5[/'-WQPK9XY@CV\K MX/@=FV"//WGURFE%%.SQ0\HX'LK"%>SQ0YW+@CU^,(MUN'Y7L,>/:+H+]O@A M+>KNEK!@CQ_%*GKN7DVPQY^54Q#L\0.8`V-SFH(]?L3GJ((]7AP4"_;X M`5C]`7A^P1X_*,__0A'-2=.%:R2+17E"\97I9AKW,KY:?`LS2,>;@J.[T\1T M7W=L$YH6P`;F>=DVJU0@P-:1ZMBT:<&G`FJZKP.DF`H=?M4%AN,S]DUD8,AI3_=%RY_W@,XS\2_I;F.8T\&T*'+G5=11K3@$4''"M`,6W'4&Q' M<13K#\0T@/"ECO.QWENJEPJQK#@.%E_Y?+&?JD=N,D)IB]E7[Z]5Q+23=!7,OX3QP_&J.9"JJQ:=09X!54"@I0%352U@VJI"[8;NN):6:?(&&1^; MJKKZ5TJM3BBG]OZRK/S<1C4BHUT>8#4AAA5K^5Y"U.;JY#ZGBB6B'+M[&BZ3IP"'(!P88"+%8TJ]#GB0N1B2RG MZUHA9?]:H;]6`;61:<`3WFJ%0_\)&>TO4["THAIF%,`9;?>W$N2:/K5!#1.D MF[0ON[AC:"/-[#&U1MY:O9&N'59OI*F=U!L=K:G39[#OVJDT'#"\^+9RE)\M M$/A9^O>5^^77_Y&P?JFHM4DWS[/7_UFN+:Z"NU(U)SMC:%W:L#X5BX[R'N\N M$"I_.+AV98@2-9:IC/^PK/EJF+TF8I\_-EA]KHCH]#/Z.'>H1WC'V&XR7B@) MB9()S]KIYR9CQ",XW$/N6[9GZ?8,>]O(TF?1)?YIJT5F5&NM0_52^:F?[AF7 M^LO=TR[-'=T;FPW8+WM>RK/G^YXZ.AN8[E\+T<[WCM]:O$#^^7X^6?_)!"8B66;-/XR`Z1:/0Z#;]+=.O6M649NY<8RAH?A$\@S-:_8'%5 MYC2Z[QJZ5%_L&MG9M?';AW%Y!W)I]#%!\`F=PU!SE6/U*'&CO+XV"Q'",[/GC!RWF'N>5$._<2X_?%`PY:!GKG(+P+$XWQ%W7VXP.A&\YVH'; MR[MAB MU&^K[/:WJT\>^-6[^N77+WDU85X-")6?-I17B#J<\E.HT$[N5W!:7QVU\L]B M7.;A++OI+/8^SXTG__[FE[9V4%$B/81!LHKI9WXX1QOZ+9J%TN_+^6J1LJ)E M9[F81JPPF?K4VO=O@Y25+5]4$];YV;FYK7YT?WY_^>I9*#-4`-\'P:TY9U`NV`6W#".OG%P`&LQ+4&8K"0)T\1^^DRG0S2+)L$B==AM:Q@_,N"5 M3TOZNAE]Y$20"[Y*+-VQ$=`,Q0:$F`18Q%:`1W^'3=>T3)?T`+FPE850*4_* M-,8A$1RVVJFJZ$KX-9Q/I3MFNBKE\A-"LA(W*SQV$BHO^C M+=+.)]4DD"8U07*\B`(%?D8G>*F.@*E#>EPFW&!3OE]D-)6IDL:UJ34+-'7 M,KZS8,*[RAK^NHJF'*GJKQ6U;S,._S>CS>0OOFP_#*-$H,A\RWIT]2H("MP` M`K$5Q;T!WEGQ:O'J\W[UZ&E(C\"L3/;9-[/7W661P0ZD$=J?'@A_QZ.9(W,$ MCW[6/JMR=/B;AS>/M%=-HU_B99+DL2?/[KV+I7_D76*!X)+O3W)4LXV_LS"4 M=88!26[\*><1E))[&D@.:J&.:3*,J:]BXI[39!B]S3\*1_TKIN,G.EO*'F6S MDG9F.=N87GP_GU1//L9APEK;G(;1HGJ&S=_RAU%.W:X'HSQ_V])J>?[QIO7C M!,G]EDDL#MLV_A#3.#/ZEDVV-ZNP3]F"JB]DOL3?NE)J:JCIAEJ]RA3N;?#X M<>/+YJUJ2M@Y8>>$G1NAG1M]M3"(91`,@ M`\$ZB9!8SX__H!GCW1E.PXDO2]\_=I_F8;/.!K;.E4,/R@(@XT._4AW\W[STS]P"^N4APZ[YO+$Z*`;`#(^ MU"E?EMTJB%!O("D`%D`)D(D!UC(M/YVJD+7`*0 M@6`)&+\;X$6>3>YP$;EKU"(\2F@!$IH%5PD`&0@6<`E`!I`!9*Q")GK,\!]X M.L5IB/G;H(%TG2=I*9YMJ]VI]?FT6.LD%#%`!I`!9`Q")E;,K._'>9)*7IC_ M]Y8>EQU(YY?3+4`&0@6"R3K7)$,@@&0@6#M;9O-?[Y@:C5L MZ.Y:=+V+J\'P2KFYN/Q5^A^U^$<[*V5)%`;/P?]>\ZS6#[Z?/0`_P`_P`_P` M/\`/\`/\V,:/MR5(_=48WTV2^U&E0:!WIDF18M2JH3 MHS](%N,(-^5F5/\BFWX:(`@(`H*`("`("`*"@&`]4=-/N4^^L7TA"'_0G[]] MFL_R7Z\G=SA81/AB.L!I^,//PQ^X&P=>&/OQ)/2C;I;A/.L]7!,:PVDX\>.\ MGRSB'*=S/\T?OB?YQ71*FMS0K]S@GWDO2B9_?"'?DGZC[[_$Z03'N7]+OM"_ M\^-;_#7^CO.O\229X?,DRZ0),?')[0'8[H2[^H'U6G1.;-GF^( M[,XH)!=3AN-%'B;Q%?4RLJ&?QC@X`K%AEA@:LD>_7P^V:5:? MT.P:NN>HWD`9#+I(,53;49Q!5U5<2[<\;]#MF0,TTD9&YPM2U9+DO>G8D+[: M\'R>^'$VP-DD#>>T]<7T7WX:4J:X\G/<\[/P@)'>HY+2'^+SY)O1)@(C9]B"1/-LR!W M`]+X<5\^EL/YCK'9#&@_F\))T@*#8/7[/@SR MN\\=Q_BPCM!0-833CC1.T@"GM-6C&,KCB7CYO*U^V#M0LGK&>/F18UT_Q4_O M$?-R*B[?5DZ0?)=VC?9QN>Y(AHKPX(G9>."SG[!.NG1K`& M0O7J_+"O]CH+8VJTW"6+C-C#V2^-P\KUGK\K3.Q\8N)35Z`TY:EA&!'/LE+0 MX9`02<5ELS-35FUWKV>?63?[I=DP4$4:-=DR4542#UHV;64\352Y2OVKX\E; M*M^;Q>E+SSW#Z8^0>C12@2)_A0PT6W;Y.J+I&%1;EJPY7!4B.@;5ABL;&@.; MP7B>M+_C7$KF."63-1'ZJ`A@^VGZ,$W2>S\-N)/_,]V47:ORZ0T-S^&'4^O( MML,#M2>Q658LH^`\],=A%.8/17"7J@;RJD4$'61 M^G'.8_4C8B>Z1N7I$Z2(94/C)"`3W4KA\S@A73;,DS/*SPC55N4``V_V%R+F M5SW$BF5+_&L=#_3I(K`?3W"CXGP2LP!`!I"Q86OPM/%#G.WE@!_@UR9^HGLA MQ8$'TMD8QW@:YK^\GOU6YKY5,W+V;%=U50R9LJE77B.I8J+72Y!FR9;;SIIF MO809FHRTFO>LBS:=B[3S`1`$!-M&\%V[;RHGVV_R]3<;>,I-*MG7V//#E`80 M\/K*)%H$]&W]!7EKG%_B-$S6+Z\EB=\TD*D/3$?1/=U5#%M'2E=7D3(T/4OM M:JZFN0.6DOB](MF>KNG2['N:JS\IP:.;*Z8$T")%BV[N*+&DER28EO'J6T40*IZV$X!TW[_3@&]O71]^+1HG^8^:&*@J@W':O]IQ>$HK9S30%@J).`1 MJ=N`KUI6EHPP_D$&@EJ$V7M&XP2`IT)?$=1UXG9%!I_B9;!2;)0W9];"[/J2 MM;BO+0.[I0Y93"@/(GGJX]:>\M)6.^@I])2IGO*68?7Z:>S7=\3A4(B2GDG; M!E:3ZN4$CX(%?``?P`?P82+KCFUS^/7I:[4#61G[DS_H&A.>+-*0[B:2_'QK M;:CU">VP-S#(60UY]F\FN^AF.]49&B<4J;*!VMZB#MS/'%/8?!2=9VW&6)XV MN;TX4BZ'K)%H;P(Y#F>HLH9J9@W0%P`4`,4M4-SHF5-Q8U:3$K@N)R$ZLF,X MIT&J9FBR850^(P_F#N:`.@Y7&++F,K!3A5OWI3.SUIP5MIJ M!SV%GH)F%\E0-E]5?_YMBHM=(6`DL9S=\@FK*6<# M#LP]S$H1``5`,:B7D25;U5>7:I^D6:=1M/.MQ#DN\%CJSW;53R@LLW@G3DR)9:\U")9AZ+ M=/1FD],OX`:X`6Z`6WM'"_.X++!?`<405SWG!]I!.VAW-%71G&)X?;VP./OK MT4D'=-]J>68V/;'[\#R5BCZ#**=EM..`6JCR#@CVO,\S1S;,ROM\:J('>/;8 MH^S*JEU/*2#1(@OB!*@AK`^H`6J`FFBHM1-/`/N&9?L&;'*PR7GC6;#)]YU* M1(J&PRH"X`:XM?]%P*V]U;ZM*HTE%7>83HN?.\AZ>=[9:K-5!D:MOI+`=KD6 M1FK4E4E_XXK6``S+TV'9KS"7!!7IWO,$5*03`&&H2-<6\%"1#BK2-3^75K5< MH"(=5*2K555`3Z&G-;83*\L-*M)5[.%!RA3P`7P`'\"G=GSX-X>A(AV;G-60 M9__F0KS!09&V8]!YILMN=5KA&$#1>$%5:^$%L;R;4RD_=Z:KLN6"=N!>.P!0 M`!2+\TU]ZN54/!0H-G=*$J/IVFD0BEPDZR8'/ABP?\-<83HU5UL4RU7IWN)X M\B`%>)QO1;%@AF!11`"H)G6);&OM'/((/''"/'%B?LGSI4VA`B!7H@5`-:F# MJ!*J'(0'IF`.*%Z80BR_!^H`3A>@G2[)HS M3]JA2M5E,2EKRTZNERIDZ[)1_8C0TS2,13I+K\F)%W`#W``WP(VULT+97AJ` MRH#0#MHUT$ZLE!6H#-C.`LZ>[2I7=*B\98O!$(BLV95KD-0]2,"Z1Q]MY%2N MH'.:@09Q(M40WP?4`#5`3334H%`@V#E@HH.)SA`J8*+#6B#[)@#@!K@!;H!; M>VN!GW*??..Y7BVC[*L*/>K\Y])^7\]/ZTA\T7.D;W^%[%P/\2J/[% M^7GW\IH\1/R%R)]GN"--<$1KVM"H_N>.6OZ>^T&P^GT?!OG=YPY2U0^[)6^D M<9(&.*7-'DW*C\=Q^0+3_K"_9;9\QGCYD6-=AT^?RJ>Y+T;%2+W-TCT=5[2B M85B>#LO;A1W7/2CJ#ZY_005.=H>LVL#P6(NS=:RA*F?[0P#U.:$^9_.<7=72 M@?J<4)^SF2`P]/ED^LQ,3\7*1(7JG15[>)`X`5*`%"#5/E(GC@__IC34]F23 MLVHP0=_7\R>0(*/M>CJ-DZS);NMU#T`T6@J8O,JG4HI4.0X MLFJ"XN!.<0!D`)DPTU,C6NA4'"`H'8,RKZR*(D`&D#$&V3%\F#/';/300G$(%.T\.W&. M9@7\`#_`3V#\6""".=18*PD[3>+\^5,I7A<'^MQ[OE6U_F6+B>@SA MQO]Z30.U=YLRY=IL!S0"C6WWG0U'HOYV8N6*-5+%N`FV%OF,)T`6D`5D`=GV MIE:1\10MOB?.6AO@!_@!?@+CQP(1S*'&?LEKL.#:M^``64`6D`5D`4_1_3F1 M5BP!04`0$!0>02:H8`^W-^JC?PK"'_3G;Y_FL_S7Z\D=#A81OICV[_SX%F=? M8\\/TW_1E;CUE4FT"'#P->XOTA3'^25.PX3\I#5.;^C;;_#/O!_7X]Z$@!GH0S/\H^=Q2](X4!N1V,3-VT7-L9>9XSU#UWJ*BN MVU.,H844MS=TE.[0,;RAZEJVXXUT535&"'6^(-W2;(L,7PG>`41ND/JZ+#5; MXGD1K[8/TY=GUXOQ?_`DOTF\\O"GR^793]W-T4]-HF6[:*`.!T@Q/$1@0IW72,-4X'DKC!:L.MW5FR(+<&BVU0L\?<6!V: M';)[=K]OV::C&`.5_-?S5,5UNX:B:UX?=9%KVGU*MMKY0@5L*5^[2F"Y7+XJ M2+J)K;Q[Q;W0(TBC[1^MN#L?UNOM)3I2L,!2GDB7_6^2'P=22/>@K\&2_!1+ MV6(V\]/POSB0QCA*[I]F0.U-0-&A[2ZJ\UU;_3GU5NBGBBD(2\7:OS@_[UY> MDX^X'P>KWLMR];7W8K5`JC9,TP"EM]9-&>BIN8'-G0K+T>9>A` MC,JTNII1+ZV\Y6>^44D\(O8RL0D#"?^J>C+DMJX[#&W\?2K0F MJZK+`Z.SJ\Y_)]R>YQ%A_>'U]59E:^X$0)<=G2L%?Q*'1(DU3ZPC7.V8/H>+ MB&%R=0+T,8@V99>/,C3LSA']),X)TU.3OSB*_YY6IN%5")",^)HGCD.T7;=U M*%I"@#BICH`?"ZFBKROSO4>MWLB!ILNNH;>B'>LE##FR5;?:%TT#BI04``@> M5PONG5:QST+U9H'["H>S\2+-BOCRQ72XC,8UDAWQ=-U;Z_6-@=/7%8JI6%VD]W;2162[WVZY6$OXV`5NK^84WN5GH_^;GM.;CPQ6.\;T? MW>!T=K0E?*\W'%BV9RN:ZJJ*89H#Q>E[GN(AK:MW'=1U[%Y)"G*4&?GHG30O MTERRY8"^W=<-867BS%8FS16.?.HQW"2/4Q_R,(K^CJ.@N\RI&<9!H_D<2/4L M9V@CI>O:/<4@PZJX"'F*YMC=[L#U=&1[!!6W\T5W-'.=SW$(?1N4OOD_P]EB M-OQS07#L^1D.NC3_(_N:90LJ'N01NGI%7G8QI=?(_3BX6.19[L=T&?_ZSD]Q MULTNIG]+_3@?'$T- MA]UAW[6M,A]$_:@Z)68U4+NM-N;D)GT\#Y,X(T_^VT]ILQ!GYTF6%4E<-'FK M6?8R!@.]:VD#96`343/,OJTX;G>@]%S#[6M('6JN3G#2B-!I^IJ[]B?F$0#^ M0Y$L1'4.+4RT#E5=%V6)OJX#NXTBH+KZ4#4'EN)9'E(,3;6(VAEJ2M_N#5PB M8\.>.R`(Z';GBZ*[FFEOH[`O12_G1UU,!T3N?A`@?^"M8XX(I-?K^KK7213\ M3J,:FX2KFX1\?9F&=5F.!4W_Z_F1'T_P]1W&>5V95IIC]LRAJO21IRF&,4"* MJ_7(?T;?\`8#RS,UN^E,J^TT)O*9D/Y],9W290,:!$JFT@9D:0OE(N7**P\Y M\:._/#IHJK`8PK6Q6RG?ZIUD6*_DBWE)%"7WE)J0='N9%/9`28MQ3CA\35ZT M0YY/#W;)R!N(XQDLZU1NE:7,$RE=<])'J9M)09A-%N0A\N@X^8%EXJE0:#:? MR*3[D$R^^1V6,&'[.=4!M"-?K\[[JY2U(F&0OGSF9SE.R?/Q'5/6P1#C#>'\BW"NY<\>Z#I^& M3]?^:>X3R0[/[T/J^Q/\VLAS9(MZ2&@\]DAH+R8%/#?6N'1-=JYFU%,10L&\CZV_/\'S)>AWN77KYGSE^,'0@,9A6>/L MA>VZIZ!N0-V`L?7J[A'M]285X9H5[R M;-G05&!U8/5F>$%TEV$U\65^A+,69[U#-V%8LF74O%NU?K4@W`[%AH)27'!' M0Z0B67/;*58-@@#<(9QC>)-B/UND#])TD2]2&E?C?*(T;*Y.L@#M<%*\`1P! M0@2\Q<,$S:Y+^[ULC4;3#!,0Y#@3PXZ>N!:`&J(&L`M?!@5%UFT*VC"S4BHDKK)/3$&&: M;""FC_PZE$!'MNL^`;1EUFS4&J/&!&N`'7,>H ME\7N&N'V3CEZ,E.MN^6@';2#=ARTXRUU47]5QZTJXTHI/;UT>93B;!86YSI6 M3%RL97I])DVUG4HJAW^SPAOX6>\^^<$_"G6RQFXL%[A;A/&'P!NK;A7@!\X\ MH"8(:H`?<)T@@3?6C"1;1BUM16J(0)$3'O1VCN=HB$!7=NUV2EPVQ9JB)CP@ MV67!\V(I@/CZ(LG^)2XJS;/-J:3_9^]:?QO'D?SW`^9_X`;70!J0>O26/+,] M@)\[O9?N-)+,'NY3@Y;H6#N*Y)7D=&?^^B,IV9*?<61;+]?>+JXC4Q3KQZIB M/4B6J4N":M16:B'J`CQP&B(EM2,84FWWXP&CMX4'(,185P<2\(.P!:#6$M0` M/^`Z"#%N;5?PRE#F")B"KE5S2>YY::MM4/&(N:+_Z]3::2M,FZ1U!-VJ[5:0 M8_BPKA'$(^9*%O1S!P_:YE.I=`%S@OG8(V4MF<6_6$]+[:(0K`45@-O%X`8( M`N>=!;?5=?QG7GL]_\!QG]F??_]Y]A3_\C_N`\_Y@^7CNLMTW$-PMTS&?5U4N_OD]Y*"=?>L0MT#&\<#^1'W MV%&`W^AHT-_9"#[YM%/L+4X+W.$XO=^8-KTCDX]7)/"^?1U:$G6:#%&4-5D2 M_T>29.W;_B8UC>I+ULC3;%$?6#* MHF99JMB3.XJHFN:@,Y2&H[[1_\9>_.US$!(43[&/M`_ZNP2<;4/+!GX38/^> MA,\NJS\_(B2Z]6DG\2-^).RGZ#XYT_40I#4.OJ;X9*@5)W-.1\;?,8HIBU_[/W`T9A]R3./9XP]L)[Y`SUL[. M!FYD>T$T#S-..AFO:-V19785392EP4C4^L.>V.L/>J(\E#1]T-=UJ:\GO,+$ M*)6B=5%/T]N+PI19'./-&7*N+61K%N=5RIC]^TL0DTP!4$\GEV]B&*,$9+1` MF=69S'!FI2HYTK1+#O:R!L<";I3AS17&>&G5STH@V6#-5_8$6.\6$(P"SPN^ MLV.1;H0PBN9/3SA\813%4X*P3;66&[\P>N^&M^F>@4E"'7U[65PKVT:P>:+R M8+(4]B`_<&FVG@'ZRJ7OF\J[P[.MZ3O: M[E=.]?P2/]WX&JW'E_*5I;W%7/^/X!`1J@28\`^(39[&),P&IT$IZF/VCJ:>)\(Q&I-'U_>9T4CM MQ!GU;@.GD%=_3.RF8.2_(\AJU251CMZV=C'%)LOB"D41.N:9R\FU:R?YPK-M M7KDLHU'B?PJ*JRX?7#K!RKE+0[9]K7\(L1]-2!BA21@\H:U@S"=NU[3U4-\K.?^BUBZ.W<"G MUNZ_YU%R+Z/`;IYMWLIH%@^(-&VMD.7"IF[32-6*N\8M7Q/W2_8_L.LC*M>L M6'PS!5J5JCEU4:43>W$>K"*HQ8W>TWFP33K4T)YC@(`?X%C1AAE[XI'&=R>H(G3-YXV"XUM5P`/P`O[8;KN4MT;F-FL1WCMVB65`3MWR+ MXH'M&K=)]<)GNVTF0IL.80."@"+[I(H#S',[.#G\O#Y'S6[V[\0B[(4M` MDZ[CN"P)'8VHC\Z/FS,WO=2C\597TPW%L,2^,=!$K=/31$M3-5$9ZHK:'6J6 MUNU_TR7)^-:Y^DTSC8ZZ/!__1K)R>&07+_!KSC\3S)!S=KMHUU=%0U\H^^IX[ M3OTP)6BR//J=GJ#F9[_=OV@'[.QW',380X_8]2-T39DP(M%[%!([>/1I&W8` MU)F'_&W:^(4=#&7;'I(+YI]2Z)D-FFT#CG@+NCK[X6(*:"]C-@MH2CS>FG4D M4K/UTHZ1F\:1Q\@M.$;^1DNNWH<[UPD^\>GNQO/8V\1[B22<=3XFA,;O_"')G3_[5B42%D6+/T\1+8K5/QF/C_D!JA29:'-T/2E(:TT`<5'9`ELK3=RI)5+`P.U[+7&JZMD=4U$+N,M/7 MN=-<^LIR@AT71V0O&K:?7A,Z==A1U*2<1'O2QH!?_=/N!\_:F5=051(DM?!% M'/6KH'!M4,T'^[3.FXZJ7P(,$#RMTCO\+O'"*:U<@BR@SEIRZ?2M_X<_PZ[S ME;YDNS/L+38-'9\DI!XAR6<'MHWU=`ZFKY,B!Y&2T;[[3RFK7V68>I3 M^D+::HX]EC!=))C[P=.3FQQ./E/Z4]:-+B7)$DVC-V3Y7U7L#0V-]F))`]4< MC%1#*CO]N>\:[`/RH12T&?9?LI!`Y]<(!1G6M!<[@YN'2^B#)="7EM`TK-<2 MFFR,?Q-%U&.W22+.B.AW@ATDBBOK_ZI"7UR[+;T]WRGON6K[-,\;GVW8GN`) M'\?7U'X5I/^LRG/V\2] M%S@OZ^+>MB!@;K%EMV0M`^:KE^JU\0Z=*G(E:VNI7-QFR-V4M+;V'A+Q3;(E MRVS*)`CY8;G5#5&ESWE!9]_HZ()FG7E'>O.3`?MOU5IGC28R@BI+@FR4&O!> M\9"3_V[ZR4>X//G]M#;SK4>N3WU)VM-7:N;8+Z?WC?J6W#4D92!V5),Z@IIN MBM:@JU)729,MZ@2JJCHLT3=*>-=Z=T"9)/8/E_V#1R/$'K;_I+HMQ0TM@6.\ MS>(3_#JLA+?=Y0J1F1U5ES[ZQ/PS_]]SGWO1U$F(I]S1"WQQG$9#(E9F#45I MG;:_^-5>`FO$G#T2QN[$M7EU-3>*YA0"NK[[@8\G$]=S^?/Q"^_R7Y^&"(>$ M;Y^E+I"#,%4`M(])!ED88O^1)]`_4&\TH`;"(1^@?4SQ,^$?X6+*6M"O$)<^ MG"W"(_S^73>MN89F^"6Q1I(B3[2+M?M]^5[<=.04(6[NTX\YC(P/*)G[<3+W M43+W>5(B3JE-"7+7-P!_0/TIHS)BNPORUP.';!39WF+V,PMHL9T'R=DU^H3Z MTH3CQKSJ6>"GVQ*6//F%SA3;K4Q[HK/I^L\DO7\M8\`/W,]/'7G$@'T,$@TN&[*USZ_Z,/FXO`:BQP MOWK*Q7\F$[9S8[&#GE4:S-4=/+T^ZY@]O=@=<4.77V' MEMSO:$:9^NS0*F]F?G/'EP0PQE"CY01]\J,XG+]6M8WY-#_&H2>,-YR9JB)9 M"PZ?1[0/9UE],L=[;D8:TQCT"U3\Z=ODQXP?-V$/EPHC9-N#0C>B+!,2K@BH M?_FOQ^_#^GNNMS_=W$=4ZGOX4J6J@&FPE:5^9I"RL-%[00&@4?L.%6UM'WNH^D.*3HF+Y6G%T3A2@ZE M"/P'&T=3'@CT/`I42,<7C&.JE&A_UQ0'VIIV_9[AQ_Z,@_<<1YO5"27A#(=, M0M'W*6%:+$H*0;*!8.211^QY+XCX%$^;<._Y"=/>0C;*>,L2PJ!X?>ZG%`^F MK_T@SG\PZ9KVL*7S1,&S:6?SPI>1K3$=Q"2+H4*[81M[A7P8%3FNPS_*`Q>, MU]BZ]4S"B*V26W:5,;4>+I=BBI)'N+V'8G8'=1()S]$3DI3]:+]C#D5RE"I9 M7.+-<.\6_;M;?'^LBB_[>TW[9/G)W0':$L[Y+%?';%%(YFO)%\D:L6:DE3'* M)*S]YK*4VV0RX4,VPW/Z)^,W/`Z>J0[!*UHCRFP\\L,F,V[VT2XY*W.NR22` M644[Q>M-O-*&8+XL26>-YNL%BF">/9@/GX9/E_#IQJJ5TWVX#8\TR M/_F>SP/>J!0`."]UALE0=AX/V#8W_PB#B%M0XQ#]G(X&/S&;?OUI,%E[D,4\ MUM_/S++RF+O1R#+[=NUA8NFO/Q6+WRK1J;%>:0MWE$2J+"C*F6M&@R`` M=URN%[U8-/DIF.8NF'KCPVJ@)-K*&F4I0T-0K:K-`A"#2V:/=OF37[-$:G)J M.W_D=#*/YV'1^N(5+I1R1P45`2JBIKQ1EDE@%*X9`$(`O%&'1;*^'F4_EY-M MS[JI"JH,@2A0&O7E#N`)$"/@K2:LW>6MU/O/6:072Y6Z%E\$F]3/?+E6!,4J MM<0+D`B,7P?&EQ6A\3E,6#\ M13M;+UD_Y64[T`[:0;L&M&O[!I5/*QM2TG(SRPI@8M4Z7%.7`VF9)"A)D"AVS M!LF1AGE6*EVEG&`^]DB)2V/QC];6.KLT'.M""*!W>>@!CL"%9T=O7PFC7(VB MI"E[NFW4+:A=OE&MG!651WU6Q#HF(?;0[\1ST/B%/IJSO.,,A_$+'W&Y%0F M5P'@"=M0PJJ:N:P5_5*RQX2^OVV7"<=QXOK8MUT*H^M'<3A/?@EH-SB:HIE' MG$?BT$'@F/;B!'P3RQ.AGV5UU+'-A\HZ?IR[#JN8AOXSI[(T>6'/)L%R>PN4 M3#]MR715>WO)]#VOG.HY?!H^#9\^RZ<;7RCR-'72M3>5$]U:-YT.J8+2\8T" M!\K*[Q?Z7'7;LIR@'O5Y!V5>IG!F-1*+EJ$MY)ZR.WAAR:-%7BW9?S0 M>,U?40WTY:`2QOR)53Q?X["T_OFRY>[2YUD;QL++/QK)O17,QV@1(MD`=ADP MN72(^CB:;NC&18!N[8>0FIWN<\)REXS9ET2R\A+-91UPB7-(Y."A&C!3BPLJPG) M7.)B\6,^KY'+5^Z;E9H?>MQ_U/L??B@K'EG%<3`%U0`KD MISI:JSM*"A(`2-4$J7K+3[MNT[G[)[K->*?S:R]TB5^Z9?5&/MV8=E60U,(G M;^JB#([KH?5:`2`#T2J+:*BUUG;1`,C:*5C-OP=LO[W6P_Z?;,]Z]XF$KHT% M].5#=W,G>-W9P%0;Y="#L@#(FJ%?&R98IR!9%B2E408JB`9`!J+5RFC:`+O? M,>KCF1MC#WW&X9^D@CSEL=->T67YH!L`LMI"=GER=0J*#:E1YBC(!4`&@G41 M<;01]GV74!.-5&JN@?@`9``90-8&R$ZQKFEJ-?=R`I<`9+6%K!&"U:Y`WN<@ M?,0^NH^Q[Y$7GG5M:*I5EB`YTF[U`)"!8)6T>T>#;7'M%@R`K)V"U?9PWO^R M.T31"(>/0:D6&L@+0`:0`61M@.P4"YG:K).ZP"4`&0A6"^-W`S*/(WM*>.2N M5(OP)*$%V-#<,_PGF4Q(Z)+F'="05;5)TL+? MK:K=I8WYLECK(A0Q0`:0`60UA*Q=,;,^]N,@1",W_NN17;CMH)NOC3.-8(-* MW80$(*N#^7U)8G42@F6P@]LM%@!9.P6K[6&K?D@<-T;W*"+76PBA&O2"* M`Y^=6H@?\6-VI/7FIM\X"T[10?.V6XT`9"!8)44S.XTR7$$P`#(0K!:&UKX$ M3_,0-\X4DYMUFRCH`H"L(>JS68)U$NO3;)[U656[2QMSW5FK[2&EVWA*PL99 M)Y;9^$IYL-0"9"!8=2!9;13)(!@`&0C6P;;9[,<.4ZMD0W?=HNO=W@V&=^+# M[==?4/@XOI8$^G_OV7A1%'BNLVT&WFJAG?N;;V<20!%0!!0!14`14`04`<6V MH-BTE*6Z-R;X$,38*S0/[)=)X,=;QFC-XOVLQ=Y[BS7^W\6\$ED69,FLQ!'(ZKENG?1!$-?0<]8/HIU`N<%R2* MF>')GFX;=1H'[=T^/-Q^_@5)LQ]IY'1IVBYCI9PRV3B,2QZS^B8((&)'2?<>P^$W3CXK'KN;%+^\,4FI'K8]]V ML4??SOW&!^\NH2J##(,U7PDX6^\6=(T"SPN^,VI<.FP4S9^>6A/<40^H&Z$'#>RY_0E M^NHX>"8"]:\8--DG(O3=C:ZF3[\9$CJZ\;^)';/. MGW`4DY"^[Z>3@<,0^X_)U]GWV.@.&1L5%]9+$*/_S*G835XV2\T=/"\*>["+ M@7:S+Q>7@IF%5`_T;V]NNE_OZ4LVG5`\B\@5LEEMEAFV*3H?KZ3D[QEVG,7? MWUTGGGZ\DB7IW=+9M2E`)+Q"XR"DH+%F"TYE$M\CCZZ?ROSO!#NIS"^]U54M MEO:O:>\.=DD7[RB[7SG5<_@T?/KLGSX@G&,5S$P6WBOX)O-GU=I8*+Z5K&Z< M9G4W0*::B*H?GVF8=?VR0&O,_C$@-GD:DS`;BBH+B`4G^9#&A\[JT5#4#@#U MM```-[+)4';&R+?-S3_"(.(VVSA$/Z>CP4_!G-H1:T^#R=J#D-C!H^_^19RU M'[PU:[`\#J\+O.DWVH'/AXCC#=S'V*,6^?H+ MT90D/;=!T[R-N;]L0+H+_76>S?TX"TG$^EY'&V8'5$\-5<]!\"X'"WH']`Z8 M7SN\J&SVE;W3?>WZM)-X&LPC[#O1^W/"NAJ8S`4I%C_F8QBYN.6^66GT&?-! M+KZV$3_;&CW[A:-:ZHGTJMHU>\PP4N"#6HVT:3OQ]VO.41!^QZ&#EID":D3$ M(;;C\@L7%=RPIC:^ZE[+]SQ>#".41*HL*!T=!`$$H2KN:)=C^!`2',W# M%S29Q_.0Q=4:OE!J9J.NQ07M<%&\`1P!0@2\U80%NKXN[9#`QM\2>O",E60NF8)LR)68P:UUA$HB3!&T<]=KKY9`2S"+&_)- M(+!\;ZPLI2+58'L->&(UMD(`1;#E`+NF8@)(I1B&."O,#^$]G!TY,;YNP_Q#<*[>SA6@".X]8-=:[`!%X,`6!N?J9DB9@ES1 ML:>2"&SSQ@FUFJM`2B*P4V512=@X<91WUJF#=U:G(./^1,KA13P*+;7EJ213 MEP35J*W40F0&>.`T1$IJ1S"DVN[K`T9O"P]`&++>;B2@"($,P*ZUV`&*P($0 MAGRU7<$K3)FS8`JZ5LVEO>>EK;:!QR/FBOZO4VO'KC!MDM81=*NV6TJ.X<.Z M1AF/F"M9T,\=8&BAW]6R.MV`8R.M-T`/T`,9!BZL$7K["JOE*J!Z.28@]VL_OQ'/0^(4^G+-#$S,) M7AF4&:SY2JK5>K<@]6'Z_^Q=>V_C.)+_!/,=>+YM(`U(.;[TVMUNP,^=QJ8[ MC20]@_LKH"W:UK4L>20YZ>RG/U)^.XGCR+8>-FF*-:/5<4BJUC%05^, M.7R4M]+2N03Q9#1BD?5%.EFWT9)=B6%ONSLGN10_]Q81X09Q$D^EOH>B&Q4,P M]KD[X*X8,4N$Q*17\T:<)W,2>BE=LNO!Q'-E24CPUT2(9?])?MC# MM+KE6CW+>07+WV95*R^S\Q267[PF#Z]+XXQC,L4#S-1:\_KJJO[]5CR4PC*. M>0WTN"\+3/8$YI]JQAGSVQYY%#?JU>K5ZM7'^75E:_4>Y":SHB^JZASB_?X MJ,NCY=`(TL209!A$.LCNKO-\7N"0PX)3>=Y]%7*\_YM+R4KF^\O6OU(O79JT MTXKU6:N@%U*5_G3XH4IC5;Q[8OQ0>>,%OTF<33F(6N/'' M8\*Z[H)=\5_,?UQU;ZQX:+?-2J4S;1XC"]T>01890_<*RDF60VSFP=N]3X9? M0&RW*:KL)3_%O,@=DKK-A?X7/V4C-:>6\^!I&`Q:`VX0%/G\"#1;\ MU,"WR_KSH)ZC+_+OX]7G4X^1YEC%Y`(HD.R+/>E6U7G+QQ<*LD)$B4`-XV(N MUA6I0/8C6^F/\K'%64!VZF5=I"DF/2/7/WTV%$]7SB`CIE,EH4F?+:J=$F_% MSVH14)"5`3(%E.(M=38F7M-BWB,#33;V$N:#KRSZR0OP\NU_+F9J#JS4TG60 M;>V>=*M];?GX0D%6C`8A6#/P&9ZL[T>WTB#EXXNS@.S43\::7N)U6?"S%4BR0XU]\D!6E>P+AU*A^923 M46F`=0U@'/EBH M)'8*186B0O&44"P)'97$3J&X`XJG[@"^"Y-I`;7WGP#NV"YC`0FL68;XSRGF M7.*XM%U(XJ!&S%SOB65\U8F71CDV%U-23'C"L>F"%&E&=@8N,6U".B%Q-!/F M>@]<26?^,XTTIPQ%BBIV:D6$K>6&DZ[/%8%D*JB9["4>&H M<#P]',M"2#714SCNA..V6W&ZU_=2-?"]:KBB^HF9TVS8O:+\^G MWGU@E0*"[/'FGN1%"%SO0?[YS_\9CY*_7_?[,4\2+QC48_$AK@?NE<>ZGI_> M:[CCOY*&K!+^63P,_BD?^!?S@O@J%(WCZ^"6^>)__30:[H8SOQTG+.$_`I=' MG3!Z9)'[?1+UABSF]4'$>5ID'/3"(!']WO#^IQH/_?OO;1L:E)JZCBB"^K^A MV$C=W]ZU[HEIW,M=%<($W<,:F`3>]"DO#BE&UOV/VU8-N+SGC9@??ZKII`8\ M5_SLWAO$,!W+OK<-3/L>W1NUSSJU M"(1PBLK>1"[Q^L;%F..)GX@NED_7>W]-O(B[7X);@;Z?/G3=OPI9D"\^I-ZA ML$$,W30L6Z?-NJ,W#&3J%D+8IG5"H($%/H@(@`BF!EI`]&ZZEI!\C\('+_;" M(!;XW?!QQ&/1C"7R&\%_?[(H8H%DO^D,Y`H(;;5(W<0MO65U.CHUFI9N._66 MWG"HT\0(MK%#)""USQ0;Q@*-=Y*TQ&()W?5CP-V;T/=G3)4JF84`9@=A@T!L M&0V+8JQCIU,7,]["@C:GHR.KXR#4Z!#B!F*USS^NJJ_OU6/-03]+-QS&N@QWT_ M'K.>(.Y3#4[_'C/7G?_]Z+G)\%/-IA\6)S8]P80\JH%N&`EM)5NMG:FLK[^S MY\T9]CL=[\R>H:\_RJ7>V(]?-MKF<_3=,_P%HG,Q\ MC\\0%EPO6%U\@>`F,\^AZLH/_\M9!+A8BMW?9)*,'A]U>;0<%$%:.J[NKE/[ M/GOP+&<$;YT0N?(<%O+R$TS.C6"LA&KK^K"K]KKP`M%),@PG,0O<^&/NL%8Z M`J/!?&'_<<`2T.4#+PBDU2?LPC&/O-#-=-ZPSP%)5E<:L36'5BZO7$9J;5N# M5N5J9F0E%FJ&58D\&V41Z?E!2O42:A`-TK.K4&E73FWM2S$]LNXZ]37[+F)! MW.=1#/I1.`*C>P*@2#; MT."Q0X-*2#;"FGEL(^ZTEOH-37#3O@83Z5(!_>GQ-QC/;`'`%EZ5RFD!P186 ML56P\OJ*%1JZ`B3_E3BZD&84&E$_*G%IG['&1NI;;Z M2]]V$9?Q1D`(>,Q\7DW)1D2C3N4.=O>F&FI&M;(A'81J4Z.T!.?:5;C^L_2[ MYG2W>^\7OI]#%'X*O_SPR\.X/^)V*9MM19#F9/>;'NE:[6&L1F$X6)F7T#)3 M9AS)]*^^,?R&$S@*>YR[LX-A:1)G//C-C85MJE$S\YEGF7D88:@YN&SW^0]$ MFC!CGE?6E\#LW_*IV-+US""8/W'V#+W=LES$:CT"B85S,$=5Q M*2LRA/2XE.41+GIJ:W5^-[#W?V,Y5QN%H$+PG?HAV=`/0RYUV*>:_;IJ6#99 MWA>AA30_]0.%>C(S2Z21DC&N1+4[D795,\"W.XYEV.38Y^Z`NR`)02PKD@IS M/$WE(3&49375IT&*;GJ!!BRR-&N0$"7..'_:M#/7R M&DD*085@T0A6WXQ]>ZT?P%@,A]0>D#)$K'TQY-N[+F>3(SS.`QCF7Q& MY@SRXA7C0/0P,P]FB7."01IK'4]Z0S".0F$B9R]E?N15$VO$+.8NU7$)LY#F M&,7$CQUYQJAF64>V):>2])`E M7MQG/7E;X[K?XMVD1+DPFS9"G5;;UCLV03IM89D+LTETTFEAQVA;IM.JWZ-[ M7/OL$-.!\]2&AZ!S)??C[+?5I)&=U![A[MTP"B>#8:700K7/IKW`:A_JEAAU MF!?](:_`7X\EP-_"H"E0%Q1X\<^US*33E*VYPF+7J6%BT]:;9HOJU&E0W::$ MZKAM8%)O4YO6F_<&A.8]$HRD(P-AO$P:^D[*EI#<]H;)+$ M/V+)B7_,+T==][_(!$L\3FX$Z%="5)OA:.1-;TL=*9=FLVE!#-N6WFG7ZSJU MS8;>:+>1;K=PJVE1PZG7C;QS:4Z35NZ63/.OB4Q**M.4/O#5S)H_^9/@C;`; M\^@AS67II8B#29SFV1/[CV3(I<*?W4L3CWRYN6K&YY9JTS+W3+6Y)8/D,SLY M>]+)@W5U_$1M+^T&MNRPWWS;8I9?S8/W#_#GE];=[V+S;5U"8]V1UY6?A<*9 M\7\*071FK?UKT5BHMW]>3 MJ2W/FQX)!OC/W@LB)MJ9Q"3\\ZU+*V$KWCBT;%3,^ M>FEG'5_U-<%V'OHS#07A+F`//&+%LY-#+YTBV,0V+^G1IK\L:O_K[4UJF'/` M?\DJ!+&<]Q<,AS#D83/_'&OEK9RRFH1OE7=GAIO;5H M&I<[!98?>&#HDKX]L!<<9]57`-NYIFQK.;W;>K+HNF_\T@2+'.C MAGTP"<;,<\$X\H*>-V8^Z$XOWBC-?Q)279*U`+^Y@T*7I`C+'4K#/=/0JJ84 MJJ7]T24J@AW0#MOX-]R]!_4GK17[NQZ+J9$%R*0KJ\FBZ&GF\8O;O\9>E/;= M$CT>KJ";TW%:C3;1.YT.T:F-.KK3@9;>EFXZ8C65T"+(Z4S!T#!U[Z>7.2-P2G?I@$/&!`$PZ-9<-KONRY^M@ M6W^E1`BE%1^E:WN&T!X$K@9-C-E3*D(;$&^-'Z@G"\=QKEA!A[2AT3+UCME! M.L70U.UF&^M-J]%R!%SMAB-%BQBUSR9%9"5D8D\J5]@J=82O^,9O>"\.`FD3=(/(\#B M:;X>\#@4#X'O7^]$)R,Q]XF<_W0NO&"2QA\$#Z'_D/(]>/228?KR]7(0FNSN MD?N^Z$-\>FT/M%;]4XSJ:582\-R"$?:N^XE4W<^2O+KR!?%4W<_3FQ%5]W.3 M8%7W\\R%*JOV4G4_]W%Q-Q>6:XG=VH=NI\9\X'95.QE^PUUTJ)RI>\Q9UJN" M2+,@T2"J7+&\K`0;FHULS:A>].Z)\81&+;XSUP M%UR@CU41=@MJV"DFL4O^Q!I"LZ&S$7*HV=GSN.Y[P5\3Z45<5P!J&55C/M]E='L8(8&Z M[0"7/<4K\E.551*)C0;*7D*V8BN&6"V0<2[$4D.#6&TAWR')#@1A)%<^7K@X MJZ7D5,9<_>7/VBHTW\)$!K/UA=3T_#">1`5ES$::04ZQ(`LU-0HM MM3:^1U6<4C$,A:!"L&@$W\C0\]KU_/0V_JO7&G_-T[AOW-?_![CZ\JVM_][^ M\J_?[V87"6>9WA%<)$G80EVQM_D1%(/<[?[^JI&P^\43&60TF+&)!PGEZ]>#=4[N1?.EHV3[6,C&]G9>FY<4S1\'A\X78 MG3I&CH-UBS8MG4+#U&WH$+T-383J'6B3AIUWOA#X0GF#;V'"EU*`C=EG25DZ M^1)%$`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`%;G1HF-FV]:;:H3IT&U6U*J([;!B;U-K5IO7EO0&C>(Z/V MF5!J$0(AG.*PC8HEK=]G-]0[43BZX6/V-.)!KW=<%KWZ!Y;M<\S:G>F8TEZ,PP> M>)1X@IE:O)LLTZ;9L-V=.P@K%.SW=9MJ]724=,F%G)PO6%W\LZ?A^Q7 M$N@!#&?RF.;-:__JI;$S:2Z36QYX822KCLV\&=W%ZIHI?]P!\^!]_]H$7AQ/ MIA%W3);8?6")#/(1K"\=,7_#!@0CS_=E5!\;#"(^D+\O2O&*/M@HG`1I%&]* M(7`G''QE3TOUA#2!#H:7X&[(9VVZ,GV6)_/1\#B1H4%,=!1-WPR,2V(9'Y;/ MCWD$GL0#&A",.4V"QT<>"X()\_VGU6Y9Q$4_?!5\\1*I=48C,?YX*!K$\A6) M>&26:C)]^^+=A%P*R],1O:P_(\?P-Z3)C*/+,L1+RI/Y$#3P./1ZPY513+L6 MCTA)DFD%A8BE[3TAV)[H9;WA=`P&HLZEZ.1NN'Q4SI!\KL?\WL07;=V-1Q]9 MG#80XYWXZ;#DQ0'1BY`-S^6!&\L'A)C_/WO7UMLVLJ3?#Y#_0`0)D`%(@??+ M#G8`77&RFTR,.)EY'-!BR^8,1>KP8EO[Z[>JNWF39%F6=2%E/@2Q)+*[JKJZ MJKJ[ZFN:C0D/YM_#!WCG+L(LK8*E#W+/L)!O:(`*07"36GXFZXH1XH?03@K^ MH/<"M7ZLJS5^7IEK99#ZM*\[(E3FD]-F$@5!](!B]!-AYH0D.T;D8O`@SPHPVT` M@SPHPQT2Y';_L#,2I(?./<8JO'>G0H1L8_[:]FK=41;GP36N6#I`QX[F?9]K M6P;V]E*B/PF>@1!/W@8[=N%]Y<5T:Y0J;[NT=DL*WDO6]W3A\SC<"R>."A`D1/JF_ MM,4P*+JH&>`<=/;)',R!,HR1-A/Q>QQ88!$-TU//W6+R6*:/'TZ#C*>C8(,^OO4MO2.QX"8)25FZ%?VV MR)Z)0CIF-&V%;T*^PPP7`H_W7JPWES=0ZAX#]2-*:?K+RC8.'QX$=N,#R7)C MHIG@D9MT=4PQZ39I_*A2RS)7G^I$^2ZRCP?@+YO:P``!&8;45P9]6QX.#'6(":J*^?XWU=*4M=3BY]FI MZ`_B():YR-2-C&,4=]0%46303HZ",=VN-X$XF+Z$0F,`D5CI1^E>9#'#N[.4?E2Q>,"?EU=TT M-165AH&.3@E8>?KE^/JZR%E-(VB"`@]'#R$&`TOA:G+]N4T\8D*F;)24/0)XK3`/7GR.'KK#`J<`\*SP"35'(\%D0/20L MX1CY%.GK%7+G-+>?FN4\B9DUC@&1/_<#\+0T?=4M0)I[-:%/09"W$=Z+GM`W M<0QJD?[PUR\$'*R@E5^-?JUDS(*M3UG_/OQ?;SQ#]%ALSO.3*?H&-.\Y6X*[ M6,21.[U#`D%B8(92LLH?T`Q4Y7G4_Y`EB'0IF'WA&L(COR9/W7AFRG7%*ILZ5U$HR)*`W0/MC1@/<_= M99ZV3?/PD[4F.+G0"@IZ\R!6%1,?3FI,HW*&40HMA`3GN1N#UP7:06'38)E/ MBY790 M$2O/"6B%)\)2)*&)H]DBXGKYB.$IO+3T$3ZU*!O`)M.[.,IN[^K/!?X,%9:' MR1E&7<$2^\MQ6I-2/W#2Y.\5I+".F!I2E4<;LPD"EI8X(%]HZV*^_EIA?UV/ MZB'S+KZY$OY,[XB7!>3;K'#SGZE6CT!GO\TP<-@<-=#;A`_O[,&93RQ%A[AF MY/0A-G8TR9D,(1**K8Q.79NT6\$"6H%TLS7T"(S@W`]S':W9P=Q7 M@BO`W\!F4NN8%['$Y;1\:T4.;!'^BBH';4OR_E/Y_LK+\_V[IL[05.OSB0]0 M-J$!GIKCXJ^PQT,N:&'C`BTK( MVI^OMSVMM2[3XWJYYZ?"!TL3S=TNN3]TSPA\MEM%R:%[5@Q'=,R=DHX.W;6J MB;)UEIX531.!\;-T+1KR!D3\MF7C;9_7/WU4KW)P M"R`:8'ZTW7`=#S\?1$W71.L\)D@5%=T6%7LGX,>#LZZ*JJ'O>@W]P7LW%3!$ M&Z1^Z9Y_K>*5`58)27&Z/B,&52U M9[>(7,7UN.?7>\H5WTO6ML?7[1[86+V]`908?6.?Q37 M%EF8O>.?![='%AOTHFW!TC,P?^P0-*6`$6O%E.?`_>SZZ/JX?,?T/.]J]8OEP@J*N7:AHPJ3KJ&@<%=:&PYT.#_YD,./&H?#@5VIM8@+_)PB5 M*KC"W(UO.>X``K8F"!`:^!3F%7Z-R8S$!.MS"[1#K+PK?8SS:X*`C0]N[-%? MH*%I%B-J;"1X"&$:+3B&JS^MXWVN0**R;AEPZ:).+X52)<+/T$=3?HW0IXDP MHM?N@G[`,/$N$3ARD<6+**'0Z8B6SCND$.`ELBN%[*1H?1$'Y\L!<-T$.H^F MA'C80H$=F;@!K5"NER6_,=3[C>JX#^K]U>KQ)6@=1V/E4)_O>,8EP\*I*NR*=G#L2H-K<'(L?K]\*\)9_^NE=?S;S`Q]^.A*\J#,8J)HA6Y*JF'U)U^R)9)O#L:2"0&S+IKC\ M38(7K1K`F/CSFRQ&\.:KX5>*(8/PV6XN,FIGA8A>TL$OBDCP/@:&L,PN.9C/ M$8T98MT[M)OY4_@(PFE[%"@;VKPA=VXPH\#=PZ_O_K6A+Y&BV$X1I9:B,SS` MX#'\4A+/Z8T3^#SP"A,&E0$;*70=C&B2S<&Q4,"C&_`!#V\-V]367P=M:JDO MAS;=@H9ZJ._?8M>MQ[4Z`!*I?$0DTI?+HQN1]^IQL4M;R/#KT$Y;R/!6?-2C M3*J&;P5N/X'\GH=7_-:.[K+DCN;NU!"[&:XL&XK5`EL?;%@=G'SJ['F1J"*+ MMM&JFT1?QZQC[W2<<`',ZJ)B[U1^=>Y;D)M[-C;>M#N0EAL2]3U>MF5P>I_Y MLC.--3VQ'+5M,^*U+.NBJ>UT>G1)3&NBHN^$TW9<>[!XW&%=>0)QKEH1O@ZA MVV=KIVZ;!N"E<_RH'1YYK=;)KY/?J^1WBN7`H1_KV"9\":6;I.0O<"$Y*F`6&?O2S.;SWE-W7O#>1\ M7#?H.*)C7Z)_5U1%5+7S;'(>ES/;$`UC)WB1+G2Y1+?12;"3X+DEV&6[GRR] M6#]8MOM3P0K+E,04]47^"*94EEF,>+,,>VT:Q3%)%E'HX=>+./(RFL0*[V(V MZ[V?8JZZGY(YS7'TV3Z\^$RH_=,WBWS@$=8+!`3[W,XC>;P MU"-O<4!",O/3S0G6R4E3HYWQT)0U599L?:A)NF5JDF-8IF3IX[[6'T[T@:;^ MI?REO/]-4BW',8ODZ/UX*V7S)7)#S#)/1GXR#2+,=3]\^O-0F:BF.;"D@38> M2;JMCZ2!+`\D8%,9&_)P;*KRJ=.?%7O#3<:_1T4-"=BQ',(4.?L5!2502='9 M\X<;^]2J?>;U)]#,.$SI_*/*?%.$7WME%[^0&W/'9&ZLHP$KQ6DO:F?NH@", M(YH+_"W*$BR`F/IN@#:)5:X(A'/'"G)HJ0JMIL$4#(J=D.*T!&VD\IGYH1M. M6U:R6%P$I842K(:@+1-:0"_I> MY:UW_ZJ]5WF<%]WL-M:/];'&SRNJ^;B#5SV"+K$UM_WQZ<1VZ-?'OW^&%>8] M+B*4^S#"(,6R-B"IUF0][>5R?2>$UFNA*L%+PM77']3?PB2$?\S=<,&M*3-V7J_Q$K&Y M!PAX<'XE3]_JZX?0]=Q%7RD`54N>$MW5/;RL[L%4NKJ'AG3=9=EW=0^-&Y&N M[F&5X:[NX8U/JGVMUR=>]0^K$(BS^)TVIQ1KJT_$AD7DVA62=#3O^]QE%9)< M<>0,AIM!UV`GGQO[Y[59LB;*RDYW:3Z(Z+5,ZU8#IGF;RFTO!\.HDU\GOW/*[SSQ M_A'75'L98,T6#:?16`X'B"8TZSQ)5J?B4-3L#HKRC9JQ3GZ=_-KO1D_K-/<] M@]%MT3+/38"?!,8KL!X4!)/B]2Q#;SF6RA< MDT6Z6L(NBP+6&(LK<"SS14"0#U=(R#2+_=3_/Y?#8Z4E:!0><#(0&!?^!^5; M2M%#R-@7_"3)X,\/AF;U9&'N!P%[`YJ8DCCU9_Z47GIZXT[_87<1S?Q'XDEX M=32FXDE%10CJBL5U4$(6#R)X%8$BQY;]!$ M4B&3RY8B$-TLW^&]MTM^H6[]0Y:SLNO^DA6/^WC`.)(XJ7-?;#@./K))([F17LG!5@;Z+*J M#B=#R7(L7=+[UDCJ6_9(TB:&,>H;JJ)H,@-8LS13EPM\M3WX*H7R/;_0GNI^ M/_3^=&/T%,OO\&U\3ZY`@Z?+P^.M*8ZA:4.C+PTM0Y;T,?PUZ.L#J6_:8]M6 MSRC8YHAL'MJP=;@H M;N-R@YA@G)4_F7?%S,KV7B@9_\E\!+?R$,8*C2ZT0]L`HP5K:C")^;C`1(4! M>T";3H'@;C.?)N&Q>[SSZ\%OLI2:OL"?^Q4&,/+R4`&XS0I\@DZ8.0F.[5UC M4D0\S`58MJ4`G=SZ3']$C!/CZ`%=(!AB/^5WDT=S!O%&S6C.%!T$D2-M0C#A MEY>,NPOX.,70#=Z?$>#+#430HAPJ#B:P&PB!^_`2(+@C(IQ]9GZ2W'.S[PHW M,7$AYN%WI&\?9W%%8>8N1@6YF.@8$9]Z*&@'W,R=FY`-:@D]/Q^K;!=]>-J7!`O?.,8&((`:>X4%$(P1Y MU*%9`\1?XEAP]-+Z-(M!0^]:%3?Z?+\4'G26A=-JK+[R M#IT!M;=N?=`O;C3#Q*=Z[Z(!OP\ZD_VZ/80F>+/%Z@"&[2:7%M7] MZL7,/'"OJ3JTP48&O"EH?$T;@!+P%3ZL1U`6Y3#`=,%V4EPGYB:2KA/0)"`E M[+H*\#2P+!6R!5M,424HVLBY9#T&P!*B0!9NLAHX/3_>,;GWR0/Q>!P%;@ZT MMU@7Y`X*9)X MBA/@ECIM_,Q<`RPC2!Q2`%]H@2]3F+E&GP:]AD`&&GHN'F@TEQ6-VH(E&BN& M-;HM>'W.DH%N0VR(T1)=E.)D!T_]-_A_ZG-2.EOI]*?]D\<%76+VA']#S`;D MB54UQ)4^Q';D/HX^ M^O-L7E"$SY4CQB+A(N)^SA-7=V(J'-"PGHT$&APWB4+0I:4`/28^*E6N%R'W M'QC-1-PJH[NAFQ^E;OL,QA@U-?9!`O5XHCYP?.^BKB("G1QT7P9)PG":'V?&?2!0GRGPL3U8^$/-\C(?S5L MMWE20$+32(@A0M-HX.OU=X2%+GB8(0_W)0\=E/*N4,K6%H3@M>-V_HYV/CSC M2^ZZ]1BC'93RY8U(!Z6\RG`'I?S&)]6^UJN#4GX-!-V`+Q\AVKN!]77(CI]G M?(=F?3UTY(2H?7&D3%$W6E>,5%[M+!N+U M(AKRD4&@+JVDZW+*33OY=?([I_S:OT[8#B3V(TK=0'#S)?5^@<#E._U3.7A= MU"\2':_-#D(U+3SP'J?:NBL_7>LMHY;VSS8]MG\C18X5"9SZ_]GO,[?[Q=,O;Z_U3JT[F MF[6]\P:/Y)C?<@KIJ4;=.LZ@=WZ]J7:UDU\GO_;[]584&!($[GE=:>&.S^U9 M;698HF8T^O2E??61QV7L!+60E^:Z+^D^@4Z"G03/+<'N3HOVW6EQEMS M-_:A>6\M+<='#`N2\*;^G[VK[6T;5];?+]#_H)O;`BE`>451K[O;`G[+-G?[ MAB0]Q?T4*#;=Z%26?"0YC??77Y*R+-MQ9$>V+%)6N\4FMD3-C#B94"&J6SGHB8OS,M:8B1PB^0%D_0%OPI(O3"RKU$5 ML.]FV#HE'[;N(P,1)T);]`"0:!,`6CI6!T0[9\'5@'#5H-J]$-5.:5#M.'FT M\'!/#:I=_=Y(@VJWSG"#:G?B2E5T]6I0[?8).J\ZKPT85D-ST>M$*[O(/Q=7 M%[1'`QAVR:VLN>$6(A78YJEPJP/5*CE1);[QRU?RFN%9F0@86C7`#Q5R#74; MV,;I`5HA!`CK(BP`O*A[`V'7G9COI5D^33CGX1Q!8,/" M9K1((7>5W*H&4+63X58'FE'8,:P5ED"^!N]QV*+2R6P=]0!&8]6%4O[BJ-[- M00TA"^4;^37RJU)^=??S*SFHL:\90(H%(*HF.'XD%JO,=AR)Q:.D.!K+SNO* MVLBOD9_XEOUX=CR_]N5?"]3/-JV*IC:]@;X][>M.R'4]6%G+D5R?#D*(`K7C[E6-L/PL?9],`5+G>6!<]NJ;J0$,E M;C,Q"4-_=8&BU@*.

.+XLZPXP/XCDO#<>A-3349QELY:4N/MQN2*1S=B0`[Y M6)8M0H(;O:+0L\&_\8"-\,N)I"%^P%XP(5=-(SK*<@/HL3/$TMV,4??)\9T? M.$S0;^ES-T+F2;2F@?D8"QHI62W&_]+09(RI/\2A-V/B6!'.@N5?KN?-P5O) MO82:\">."3/^/,U/!4)A=@F;Y&XW(%^-)T'$OF3?W.%[Y\$-TCZY@$@G89), MU7O)&<13QTL'2:1");J7@@!2&F@+Z;68A6>'`) M580+WR=#T&>2)U'$8#^(V6MA:+44$1C'.!R[/ILCJ])O/=&->@.2&M9^@*26 M^G)`4I@#8GJ8S\L'K=OD6^7L.+8^+0>)/$Z1R.TS=*.HI8-Z0<0$`RP[TBY:XV?IVC:._W7T3]A29P^*@=X_@:FT*]^)5&U@V M$N'%<_2:+?%>LPE431/A-7.MW[9X+UX#AL5!TE<<_6:1!F=$?%[A7C8T5*!" M#KPUD1("30&4*`OP31`[7C&E+'F3=`S@B[KI79,$*3<)(Y1U$?N,8P913<:(5L9@O+%+I,!GD?)!X+.5 MC%4\1#'YWY@U@:/9$G\0C'$2>@\Q'2M-P-!4@1?\XJ??U^X1V2K;?6DOCZ[G MW'*HST_QT<)'?8_6[HOHP*NFWQ5UWXAV`S\.DXH6;R9'$SQP1[0.:(.[+$"*SS0`4H3K MZ5*TI9$"3%ARHHL;9FG7&@[:MS11B::XM9'@:4IP2V3LMZ'[0'_]\[?)./[] M4Q#&/YP?>!&ZNJ)+6=1SHX$71-,0W^#'N.,%@Y_OR?W2G_2>KSBD+ARYZ\OH MQGFDXU^RT--%$)(;X]"]F[+JT@$QVN3V*SQZ=X8#[_9KWU)T33-D&6I0D?]6 MR`[I]OJF=XL,_99NEZ"*X"UQ%*>^F]PU(12<24-B[<>.%S%_W!V^.W.'MSK2 M#=NT;BT;6IT>ZLNPH]JR9O:ZLMV^,&6HZFJ?_-45W;BE@[Y76K:2,+TK`QG+ M'2=RHZ^!Z\?DDE1F'VE3N5,-OM$B[_2/$213U)KC"DWD_L0TJ4%P4 M:VSV3!-U+BQ#[FA=4]:@HYK?TB)%"4J1HG)4A!^Z" MX4R2Y2.P:N3$\"\61>YN)#GS$/J,AM='KN_X`]?Q)-$XJ:!?#O([3"(T M\$YEP@X`2,ZR3,C5J43XB<4?I]1]>S`^G0P="F$JW3!J/V!GN#HGGHG5&P5B M]7IU`?,Z/UKX&-;FL&'XX^Y<`>3OVR9<+^Q;X2YB7QVGQP[55\=I$Z//-PP[ MQ^B'U.B'D73$6#UU"/K^\*D[L,E;Z#SQ(.L7".]-P_1(Z8S8D(*M#?8)JE9U M74/I'M>)5C"!7Q MF[+)/0R#6N%#+X(P6!Q8-I=!\7.[6SILSY7X+D%*/KKJ%D4Y`@A"H)HE'^4Z MU/0NBG@$=%T%=ME''"KFTE)H,^W"G6@G7VO9T8#,\.(DX"Z*\NH60$K) MI_,JGM.:"4R[ZB*3DI=@"R@J!VAL(EO?3\ZC.YZ.I:'C>K,4LR>8QE'LL/"D M*!J-@*H@8%LE5]]4/.,1@/1\:>7U5&4['8:E`9.'3\R%`[9A$AFE5H MHD(-I<>+"O%KVSJB[2A-I`!8$2;P\;A4D`T,I62_K7(3INH&@$ICPO:)Z[(# MKL/5\.[Q;=O>@4%4]]"N6MCK%H)!U"JNQR<>VB6[R@3H-0C#I*YNX-!JL7C6 M.*D-I75,7>8WF>H&X[$;4_A409Q20U8^7:N%X-+0$+#LDGD4 MWZ+EZ^\W>L*@(@W>UXTQ;!THE9\[/1*S4%=.AUET#&;K7R9MN%L=44A/X@PQ:U$621//&6!Z/C>^EP:TJ`B'$R>,W:(H M3>4:"!WH9C650^7R1:NB2BYKK80O#6@&!^:9,V1@]$2,_C/U`V)8H\"PICC M8=HX>+0PA>5:MWVS-0JMDN,Z&K,OBYJN`15R'4S;ET7;5(%2]M;B5,QTJM7" MZ+`*=(ULP;1J3D\>C4D$=?*/:\=D;SW6;*"4'?>OERV^PHY'6\532(:%(79] MXF3'L<=VFW0KRE2::R6FE02&QG5T:%\6+9NXW]4HFR=_(3MP"B9>ZYX=>@0MG(`RH`,O@V@4NS)NB&P"I7&_2"Y>#V)H&[++A M;6IH,VN6N&[2_HWT^"B:6`4#74+[3"[=L04L@T_/@YR=>P%/,-;_D#Y>?N[+ M'_J7?WVXF8.\?K_LW7R@YGL!()_#?;4([%`A1.[6`'79E5CJ\9D:"0^/$AN1 M`BT^-Y78_>LW]1\'WG1(N*,8ILXX"&/WGP1+/QB1(9+C%2PZP+KHTG:V;A1- MZ4%^\F64]+I];;>T3-)CU_/(`(#<_AHJ+>7I-VR8UWI+?_(52PVD<*H11<_` MPU?/0')+-$<#LH\HC'(R-(49!E*(:6>RV'W`WJRU;3;ST;/X^7X'8R>>YT+I M;TN(0(OJ@<"CDLKO&^"T`-CF<.9'- MW?M-YX&09\N]IK<,?4/#E"L\=ER?ZLBG=,X[<2N>NGXW=@*V7E,'(A]3Z[L;WA&&D$,LU$Z:[J&8C MH#>IJI>\Z"\/Q(4AKYFX+O:2]UC)6]\WTZ$K%E`L#L(V(FL^FQ#K4X%.#VA5 ML!AL>4\%1F@*T8XQ@=+)PB8.VV`*MYK04X$(F$I3P72`Z9``=)+)H";1!O%F M`]2`:7)P\$*PE$"3SA3SO/>1$#EK..-KG8BHGWU*D3>E%'ES$;,])QO@<>#' M]U'!IDI',DU&ZZ@NRF%R4:6&]F_N,86;FSC^C`;WH^G=O_$@IN['.#FK.W`\ M+Y*&64>Y"0[=8$A_)+2?R??.B0 M428TO\-R.^P)"QC(B-S"[J:?9GF3Y:>R*4@I<9-[6;FW=.X0DG&,P['KDX?= MS9(\TF3BN0/V+CR:P@G?ID_,FC*GAQWC^R!:>=`0#T+L1#AJ/3G%3#EW?9:P MHKD.\A5]G2Z5<-(=/1F>O73V*;V$/G80^,SX,OS:>6EL4?$B4^I_O[A\J8O7W]M=\F< M79K9O]8`^!GG],;%>\K&7#($&66IJ5A8[C4I%GU[QWP7BQ=Q02R!1[V/!3,Y M+)Q8JGHAI/-2NX%7'0(M\VE-\CT?*=V-W3O'_PFDSZWVTST3K\EW:`)%K[H) MW4%R@VOFZ0#)P;VH?$K5-9[$;"9N+0SZ\>/75%T1K4UH%I5@^_O.QL_.4O.CKU:);Q3KZL# MT_-E$`>K40IE*U%U#W/3H-=5,"/JT2&6A0:XK@=![-&PQU]A,)V(HC%0H?W% MJNZ@=AI6Y@+?A5-:$P]/Q,JDJM$>X]`=.&+Y7\@&FF8*I1B;3`G96&>CD(E7 MN37Y7\=G2D",2*E*P*_M(![6#\>7KF/']_!,%'VP@6F+M1MY?@5>4@*U>HUX MF@;:04^Y3");.6E"^F`WV6RET)C/IM2:W-"[,],H-3=D%#CN)5)NJ$GH-`F= M6B1T%C+XU.0.3B)WT$3S:QC-1\4[=W/B.Z?[-O4T8AA0],7P:2#AQ5MVT1?(GN/^%JESHA7S@?5Z)$R7_LXZ'[0#_\\[?)./Z]S4JAKP-O^(U&;=J+H,U-<+4( MV?3<:.`%T33$-_@Q[GC!X.=[,IKT)QWA.L$%^C*Z]!]PQ."9;D+'CYP!+S1R/=>),7-J%V/02OB8_'*%1^_.<.#=?NU;BJYIABQ##2KRWXH"M=OK MF]XM,O1;FOB!*H*WRIGD#M^=N<-;'>F&;5JW5ML@?_JZW.EU.K(&(9)M$]ER MKZL@HZ]V#;4#;^F-[ZD`YOR7'3HK!JWD+H0H40$^N*S&//Z%L;]Y,=RZAP2^SIUO MAK&)'P?TX&2$PP>7>DA2-`FQ,Q1E0V;;P*P("KV""CQD`T4L;ILNAJ($:2[3 MP]"N/PC&6!J%P5CTU0$BH-I"Q6OV818H=C7=3)NUH=#:L%J309Y^STY"OCNS MGH\C9)=DSI)6R>5U]Y(^XU@Z]X(H>BO]<%Q?"OSG5D,IC68.TRZ1Y/:'XGTB MC[]TG*L6,(HW>7XKQ/JH`DVMIEUDLS[6W'?J/[,PA'C@3"B@$/TI^.%3H!=1 MU@036,U6@Q=U:21UW(6%7[?DT_65T,N*4.="]ED^RT8O;I:$8DO"DR,NJV4+ MQ8L.LL*%M.KO8^#XUP'9'!"7X`+CZ"(,QHN;B]JF?O M-<,T%$5)A+$3(T_YOD[]H"LZ":*K=+FJCG^[#XDWT[F0VRJT9*V-+F3+NK#E M3ML_H$OZUL_?V$^9WXB83P@79__V+;OXN_,+F6CO^RK`Q^_ZPI/(6LVWV5$55 MY7ZWUY4L>?N1:=2*4O3:.D_WN"`$DWY6G;-VI)HP1?D=6_4-3,2")^>T033D.0`HY*>#2B M$*9!.L@26"6+D3K)"Y0&[`U&R=,8VF?V*J7S%.6*###'N4J`/N]8W&`Z(<-/ M_8GC#@D)KC]P)XZW@/`,PJ6'D@%^41C4)?C1MZ=6JF.KY8(A6B^OY%$/ATA8 MDZ&$STX?Y+`:RDUD[]REK2Y\Y99\G/2,R9%F.VE82NP$[47*ZQYVG3"<$0P(3UU)-?.*89;\O/+3LH[FKEGU`O,?L ME\2%S'X/EMHL4L]N[=%+H[##S$LPK*[/",\045_M6@?5G!7-/\0WGP45).YV M0*EZC10%:.I.I0QEDZ*;`.D[90;*ID0U-`#5G?KDE$\*T/0-K^>8=0"J")?7 M*_&WL")_+T(.OZ\MPD=MM=8\8X]GU#UU].W9^-(H05;RF`%<;<_!G254+:`H M!C#MG0#WRJ;&`*II`<,T>"!&10#9-C!V.S-=.C6$&$*0NJ$FL5Y&X/M:`P/) M\?TI4:^L'&2$L132G`=M;';G1&XD30*7./8%VYN5]]94'B:R6CZTGBB2V$!$ MW8HRIVC5S0USMNJ3>XU6NC-DR?0--72TZ#9TGE8S,B] M5@MN)Y?QQ`6Y@DG7W(5(MH3KN=-2?[-6E\C;&O[Z7`>6`M]R M08J-3#X(T8%F*WR0HEG6!D+$7\[S]08J_"L.A$"#G,P2""Q-YX04!9@V+PN* M;I>F/+RHBBJ`JJ@J4"R#CSF!@&YR8F94!5@&)ZI"5A!]TPHBOJ79+ZQ&MAR]H6H3-;/%0_"$CE5I-J`I2`^2*$)U\O,")$B M1T!'*A^S0@?(UO@@A:;(>:D<(,N9L0<[02',CV+SA"8Z.8A M.UA[#IM0KEC/$&V!%S-P^]I0MX7J7D/$0SY./&*W9I]?0XT'3*)]B!7?LH@= MPJ4JT5"14L$%V-@F*NIES)I8;4V>(?[J+7ST%@)+X21.B1`G6VH(#)N7\)-> M7NR6%RT1(5*+@`$YF9W&QG!^)3)!O)P!1'!3!*SNYD6$J*T)5)63^0H!XN7X MK`%,BQ/5,="FK$\>"/<2RG9RZ5J?JN=:NK`.+GFP\8\);/R&-CL?+S_WY0_] MR[\^W,P!WK]?]FX^4(U:]-Q9DPT_36"@0HA<:_NR6).>7TO2V_6LA8R'1_,^ MN%O.Q+'[UV^Z6>D1E.V:_'01(>,DRXC$V@CCM..0=JR)VJV45M6JK7%-&>.:$QYM=[E2HB%4\]\ETBC*/[IQT/Q"]>Z:?Q# M=.20_J#C:,(C*4$T#`;2,$@&G%E`7)ED"F1'3&_"UXQ7BK-3L18FRV^;Z\0W MIHGLO1Y209GE\*Z(V5S".BE_)'L/3HH]B1*:9"HS>R!O;.`G3])H'/U,8%=LN2-Y'[*AX=K([S3R3["NRT#/[^? MX.,9[;33<<<=W53U?$2;Z&1W;#'W/FW-!/\?5?R9TS85QC72;U5MF?2CS_\_ MYY`0$/0+:"K;>6[FG%I[\Z,(IS92ORV>$#D#MUW5$KV5U:[A[I(*:"5XH8M? MUJBK:G.Q;-BQ0T.&4)=1#;'[34]790U`F6@;6,/;YI;>D]25ESMI'CO">K>@ M#=P5U3^TLD/9S9U#9DK!3+N&J@*HG@[BL(=>UFRP7KR^UHZNQ`:YDAA]XS(C M-Z;`@0,.60.X\=1R':\'#SAA#_#&@[1MFPB:G)&WWC>;Z[S7\-CJNKJYR__' MJRQ]=UD#N!$3OGJ+]\VF==0QV_1BYKX7,VZ[1.RS*Y!V6WVR\?I3R>W%DR3F M9[E2$0&:K%7ENAK&JDL?T(U8!G[AQ97(7L-:QW74@MKR>ONW);A*1I6FZ$O3 M%@``ZB@7M/Y<UWXF$H/D7SKN_;L@.VI0;Q%I;SPYR'QZN M+#]GHT*62SFK/3_G]"DS\W201!@" M_?';@W/#1M<@>/;'R=]O%+26A6-86".0&(I-'*Q@LX<5`R.L0%>#R'*Q@2W[ M45-5\DANWNL(0S8/9S@=),M<]+M\6G!?)C1,:"^*8Y%-DWSC<58OFQGN\SPX MZWM,Z;.8>.H$PS-5SW,-6W&0KBO8Z4'%@A`HR-9T%=FZ8V/C$3P"=/,>(H(* M*$K*-@?G4QY@_ACYH3WVDR08!0.A:[U7FZEZD/X?VX&(_+#AU]=)52E9JH4L M"P*@:"Y&"O8,I@P>@`I0/:(1%4*;M=/(E"R^'$G)])DM4J^S'&61+!GTI[/, MXW2^B"PM2ZRAU93,="%QZ]KRM4SXMGPMC1R?KX6.S]DE-D+ M*U@V+RFST!:X4UNX@;TL2S^6_K8JMEBV+VP4[<8ERV/K5>J-C:_\`O+.#-F8DUPEKP^,^N^-[OT;AA,:CB!_<^9YM`:M=)C?< M^Z>#]"'_&/.X0^;RE]G>74;@($JF31;*FR*$]@+Q0QD"3,:Y8WK;%(?7;JZ[IW[M[Y`NR3W7D&7O`B3AZO8&)LR-ENW>K^YMX$J$[5U1NF;>UO7 M9.VPDJ_78[OLGMNLX1_31`2\%'%XKHC$+>5C6%\^+65C_.WIM1_G'HDVS8(` MZC)66[=Y>;/8!,H(;C@>?.EBLZTYO+I9$*JZK&D'G50X]RS87)OO;M':8X^C M$V4Z:=U\!P&23?/J!CZ"2$;:0<48+DEL@%395*_.V(5`8UN;@^@&SCW?-65V MZ_GC<12%K9O/@%:Q<=\\D2&XPGGLZE8L"!I@KTU>#@B^U@#FZCR8Q]5%!N?: M491-\!\[I57ZP./5H\.OPZ_#KRWXG6IPI M\Z&N7E2);.KGL;YJ$M$P35E%#EW^[<4IU5U[*J\?K'Y*(M!PWHLJ:>QQM76R\B MF6@5N]+/+")&,M0J#@IW]E]3UX\.OPZ_#K_VXG<9WK;2IS-T2&2SV0MT2=F8 MX6&:,M8;;5^5[C>BJF<[)59UOQF:+NM5AVPOS:)";((<1M/^F-8U)9=_8C/7 MM`[!#L$.P:995KOMJ/H\:Y]V5!23)F,Z_)Y5SDSH8!I37F`K+QG'+\WJ8+)6 M:#@L>9BSNZZ[KI;K+CT1WTH2FB9\,SG,*`$E?UZL37]NM+8(X!E!,]SZ+4QUW4[I^;:7*='\&S7=;U^T;W>MMW!;J-B97

P#Z9]I-@&/"2QC^?HH0?`^35G@->L7A]"S$*0C\4LJJY))UV%*YQ:`QC6;G5S1B$NI,F6Y1 MZWJ]Z_7K]9AL-6Y^NW,S8X57JO/9-]RUHO3]P;^8(5.8+Y79*V]8^=J07=CP MZTHCW_R,P$;,&)W=T:U`7:]WO7[H++*'!>UMC%2;F:T^T.%WML!;@S3X$:0! M36P_>?J''X0?HZ1>HB].:&6X.E`L4^\I6"668@+@*=#0+P&C%+W78!%):5)`*?DYEE*? MIC\IS:KB+W!'AD/I_N/#M5%Z&?AME%X$'$_IA<]';G7)CVX]Q<7;N4J`NM6# MO(D;XW?JQSR11E"];J2;$N_9+VDJ=3VTWD.[V60ND.-LK\`G9C-KOL"P&U0[ MUXNEV6P'E!VSSYO.-T_'S*8>"_[H$:42S0AZ);8DA'0H]5^Y-5AJ^_F6K5Y) M5Q@V9!VTKC)=26%UDPE['K=?_<(26'W=U+8E4.P>V!DCG500SDDYGQS?'&9A MAU$V]%LWR@&0L4YDC%M7:;2LP)H,H2:#JBN&-T=@)*O0D)%><2FO@Z(&Z!C$WZB,FLS^F;#R%/'K+6A$?VV4:0-64$6P=O5UI3PV4 M$6D=.TII-PUB?5NKDW)/BM);$VOF*3KW_JLXS_TUNL_/`;YY;Z@&+-*5 MR@@VA\7Z06-V:2]SK3HB;_M>K/?\)AK_"+AS(CL@?\_:'47C(*H5%\<$GHTT M0]%,E^%"2$\QG)ZGV"I2$Y7I_# MN_`'3=*L)D`#]<)DXJO`4,U"^&UO/Y?OG\+.I<,>JNJ MD&2"'B/&7'B'CBB;4H9WX2!Z9M/&BYL%#GLTI*,@_3SZ&/C]@*<_<@1I\HT7 MAOA")VP68BB*-$DK'/[3CV,_Y)F!M2J%Z=I$15!5#&PC!>L$*::F$T7'KH4L MV\,]!!E0Z.:]9F)>0$21H'_2G_E%24 M^]C#KN-:KJ?T=((5K'%T/*9+*M%TQT*N#2"I/?<1[LA]_/I$)7\RB:,7UM$I M,P3]%VFP`AUW(RUD-\Y/S)KO^!'AX2*N(H4R878F3ZE,N@3(XQ(@=?7X!$CS M?%F(E_SHZC.!-IFO.S:/>Y]6*/#61*MWTC_OG*\?6%O&LL-+)/K,$Q@/2E^L M;)]8==;8YY@-6S]^%5_$TM_RIP=B/5H1LNK\N7/(_S$*OTOLV^<5``;^)$C] M\?SMOC/+[0KP^$+3:1S.7R(:;0'FI%!J7_84XH'2 MD996B%?:1;93NK;YC/<.2]2^85DZ9:L5>EN^7GHKQ&ORL&ST^@F[@7H-FMP4 MZ2J:ADK&6HYUX*T#'>N%# M?9.("PY3FJ9C.ER/WK@O`YHDA1/[@;7E#YL(#2(,&E,SS'DLZCBA%H)S<32@ M=)AXDC+9Z#@(IX MD,6#B`E)6(TA)>H&,$1 MDPK(=KA;_UM1I)=^/);[T?!54I0:1"-K,214S\H?@X MD"4_IK-4[5^RBB)C*K@`\G0M\556VBY=",Z)(KRKT(;#O`F!:MX_[,VG8SZ^ M9ZV\WDH6&Y//SX$(S,_JF?"+V>V+]4Q\9OF%BC_+W\@J`H_'V<-GK8GPWSB) M>,T]9C6*GF47+DC"8.&?4J9L'+]MW<0;XDCNP4*XEL;@'>5FP/FME*$69EJ>Q/YRUF??2#$U9FHRGN5KZS]&4 M]0^[HM!`?LIXD&;%F?W!(.8)_^%2`_R7(.7ZR$T_\4+L\B$=!S]H_"KQ\L^R M]!R$_"%2/@SRHP/^\(]IEJS!U#)\94W$="QN?\KJ$3&M2<28X:KQQ+J*%UB< MO:90_T5)?=;`A,;<_\YU-!=T!5+>%KLIC%+VL#QCD4G0S\$N!L5,+=F3@G$N M,#?ZA`:O8)@UREYT)O6J1C9(PPZ9YN:3G!@BHE813RQA3?3I./KYAI"[<9DA M]]F*V:-,;26Q:Y0^\/W,TL*Y)2)OH.,C\F!'&:/3?-_Z,A6;8WKQ]_Y?5)G] M_>L)PGJS<'9>ZG4AGK6&,VCN^[`EJ+.M5NY+AL\\`*?_`N']C+[-S&BE?VG?3Q[E=7^>#>_>/#U]S7EQ_M`&KA4FZL MSQ:H["4/.QBU.)H6BI_/=&!,1YD*S'P.V_I?W+]ZD_LB*B8DPO7D9TP8A\77-\?F M%X^C)JZH[_8UJIH'PB4VPKCG*H;;(PIV+$^QG)ZI\%.C*O2@HT&G46HJ>T>^=ZWOFRW),]OSUA0J!> M"SL`K-IAUAQ)U084&&[VPKYY MCQ(MK$,R=Z'Q+6-5K_K&6:)-Y.I%=&)3=U7!LEWZ@?7NQCK\.OR.PZ\.<[_" M#50YHTP[C_E9DWC:F:SKNGJO"29UMUAVDWV'W[7AU_[-]G%>YA/XE+OK+N2Z MSB]K2T(L`UBQA.U?DJKW_];5W:9,U,M6:"`; MY>OXMD%"+,.JB7R[[653S?L.OPZ_]F\O=Z_<39MPD2%KY#QTXC5)"`VVIERT M1Y;M57#GE+W66:O#K\.O_:MF@YVR#U\V<-DUPRG875?/=9WSM5Z#!LD:.`_% M=UT2JLPH;:PGI\O):\6Z=4&>V\8.A5.(A]3&SF7=2._VKMW>J\/O2O&[1H\O M,ZYU]3RG8NHSKC6]L1)V2VZWY'9+1H??E>)WGFWWJ9>HDL>1-2AKL-&QR)*" M(5/&H-'IDF6+`AC5)Y5=VF*)V-PQC*;],:UKMBK_Q&9.]QV"'8+;YH M4_IS7CS4\X/X-W[DY"Z<3-/D/EZ@S,WH>NYI'$2E.8$?`22F!M$+@#K"""[P MG$ZF,5TD.%WG-]4,;*O$)`H`4%,PL52EAW15L51L`*!9MN?JCX@7%E5O51-D MF!PJT1P#*RL(2X=VE*3-0L`U>QYV`5$@<1D"2`4*^T)5,`:.`5RO9V%8(&"0 M#('#Y-FJ`[,JXSGAR\=@1*O!H5QO@YOW]_KOX!-Q-O;WGK??TNOGDOG`_N4R MD]_Q)XB=#5U\L,@K4%EA./7'["(^??"&/H^*2:1BS3^E1?JPZR7`M"Q3.T MGH(="!3#Z_44%UG8(I:NLIY_!*J*'['H;CXS'"#;3A#F>M%"&,@^&):EVSH9 M+IKFB946OWZ(I@D?)IP'^2X6X:,5^+Q%Z!T;D*4YI67@Z+O`61%M#D&V MRM*$;=RRB;6B80--H.L[),=KDO>`[>BJ;2JZ9]H*UHG#EDT;*3U7A89'/.3V M>EQR,8URR5&^"=LHTOEVG4>`L-[]AX.`!`@:*KL1+>[X%G(>='9'R'E`QCFQ MU^?1-\YC/GYEMXH15@,\AQN@A\/$=JO0@/S1ZOI8.5#T.6CN"].SI+!4,WQ; M.XXRHTL%N=6U1[AM(ZI".VL=A]*R,HOC7OO=_`2,C5OY9ME>;-&`@)Q^W8!\ MW?-NK4A@RY>=K2&MMKTKQR199;+35]JH4'+'XPMG$>:CM5>N\:>@Z M0P$AG>GXFJ0F0#U=TZ'B,`$5[!H]Q7"@Q;;FGJT"B'4;F86MQ;:LQB<`R\V; M#T]^3/FY$+;%?>;DSAG36!S[X7=!,M9[G5]RG\%F_?3CH?CG-YJDA>T"3@&/ M9F)C??MN.JKG.KIBF8ZC8,TEBNDY0-$PM$T+86)I@,,!!!SX]_F<<4KQSF.R M9H!L'25WOWKEO%PP6V@`+FVA6CD7QF8KK0+9M]F?YAH"%D:.YUF6@GLZ9G8' M@Z&'$58LU]4UVR&:ADBA,)HZ^Y,[?7;*=8Y040D=.,BO-],!72L7+%H,,[+? M./L,+V)W'HD=8NLFUI"B]TS6YQ8!BN7HCF+;A+B]_V?OVGL;1;+])[C?`?6] M+>U*II=Z`%4SVI$PQC-9=;>C)*NY\]>(V+B#Q@9?P-W)?OI;Q1L;)]CFZ5@K M;3L,%)Q?G3J/.H\"2")C(YWST#]-R"XG(R,SNS9;3K>KI;U:<3G!8ZL=T5J= MOU&\"Q&3^@HIN6D-W/E?-[Z_Y?S.6<&_90MA_)(&D'5&-(.+/;AZN;/L]>/6 M\\/C"-M;\_*^U&.SC.3I1"1C`KBO`46J0X:)BA5]JK.K1(HP8;X&I+D%?S*] M.8U@/UL+;H<6+*^.N`,I['\3618A053$<**QE4!D4<$:I3)EK",7N`/'S%%. M1$9D!D/H@/_P["!.,6":,\PI^&&MOK.GG>"I,>'7!$,P&$!>`QQ/:)X)@<%DE%?7$B4D!,%0299O4 M@TLK.1FHBJRT`]29>25YBY7]7KK>FIMI-PZ_:G^WN,W.K+4;-MIZ[3JA0.[* M\-(E3&59'HM0PLPV!\SLT`S$.$G6#`C&E,&D18(E]+MD:=\HKTQBMYDWS>U* MA/N^&)Z=>W-H"S2.1C),N:7+<.Q+$[HF/$-GC#[9`)UT2`$ M`76BZ=#(%!+XE*JC4TCL,CNIN7V,D&MD!?<_/ZG<0*V2GY0H:9AM]E;+3^IB MR[*5*#N,'%@`#R59')GNW."4UQ8JA6&H]!6?K>M0:9':-\,\98N^:J`G3G8' M2\CI9<"T57BBD*E*>Q@R37"H)61:HD4KRL_P MUN*>^0VCC=GBX9(REDN+=][*A1!JEB1$(I+"`"!$ILXX6R>93CV:XCYL&'.T``*$+QN(R6D;R%1"4Z(J MNC@%E#"5S$PS2MC_32>&AG6@ZU,JI]N&L(X-Y+Y&Y=60X4[9586QMWL++BHJ MKQZ_`BOYOR`IWY/[&Y7?H?W0>MKWLX*G\"K=7Y.\[L9<0>$99O+L9\`JV58LPY6E&U$'/[ MT=-2U5915H-0KZGGEQ\W%QJL)JQ/#`TF\PNDBJ'!MB-BI9-;40A'DYO5E@\N M(%913Y\8$`MCPC*]@'C8R3A59*0B3@,LLV[.V(UT`WF5A7H=[#D!FDK!GLPB MDH<:[&G./(ZX1CVS&/V+[ZW"`FC6T"@]*&:AW\:\$AUKB7R4ZM/?QKQB`QN-?^;TYF4,/N+&J)$*6<>!8AT M;!!1,PB>&A)55#+]$_%EHGSX124*4@JB]A"-121^-6WGL^O[,V:`?F=W/J$@;$`WZ`2+2`0RF%11!FP9/ES39L:?$85@380#$@'WX1(?LBM8!!&8&[ M*X)?XSA-/7<=A4JW[-[X(=?QQ];2]:SHO@?SV?*-Y\`S76]A.Z;WU"E\3,>!`D03,H`6JI""TLZP:`^K0RKPW5Y8_6X9FP'"%%!?A9:MR MA[J=F'M^RWJXM*L??D$JH45.VJ6M2/F=]=URMF?%&[JDF/)R3JP04"`Y(>HU M;9R*J8%2SL6&+*EAM<4A;9S26`Y$K*P'"H#,K!$HJ:24_IBT'?V;P!'_UZ$R M/>!5-A!+N$C['GDEUD>T3[J([QCZ&@"0"SP%XWTKY`"AF3?#%4'.OD^E)'OH MB^F842Y2/FNKEN!!IV@QYX\HC&U23_<,#+IR=&3^K]PH4H`[.H1]2'_]G%90 M0`E#5I)@=:A^R9M(,9]D4OS0MK`K2\AE39H[KP._7;KS9],W]*^>5;XHGSB M9/&,W7.0A1*6>?8C19U00)`5%#, M#PR.SPO>/=3XBW;WZ\U7<3Q[>)A]^4F0-L'/0OX(\NS"5/MR\_F/GX0'>\W$ MQE?KAW#GKDWG9R$>(CP76>&W/QC_^R#>?)T87Q]^$LC'Y##E*;.1W!]\"=J^ M8`I^!+W@+@7&W,(B-P')M7@:XF.2&33T9Y\-M(YG15B%1;!;/B_",IH881// MC&"F4R.8@;!DD\,/>=Y:/^T=S5P9#,@OY,EE=Z1'11\^^CD\N[GL?/<*X,:' M3NNSSY^UVWOVT)RA:&Y\ZX,PMU8K?V-RG@^K./G?&W.Q2/[^82^"IW]^H/!C M>L0]SU2TO`_"([-A+8_?53B#OG@D=OR\HGRL?-!\\@P^_$A=UZ^O;O75Q>/( M`Z^$G(A[LL23<]S!)A!\=V4O/NPAS!8<6V7L@K*[C!*D M'OF/B36WUH^6EWT&`B.!B_/PELOP@Z#\+O]],'G[[24#X$Y9SJB4!EYLA0O"RL7:PW!2`Z16WP%>YA9M, MX1^>\(_XS:&.OK`E\SH(45>;'1@V29.;G>N/4<^;=P50PB49P3E`TKNNC-,^ MXPS>*CB(/,"O0O\WVV&#!$_NUC>=A?_WUF%]VW=@5OXW1H[+S/S_UG7#F$X/ M(!VX;RJW(]S`S\:4>7W`6N_X@2*[E+SFJ^MLHE[GW!L,O;AF]5@%U?X_ISR8 ML(C'R^9V/$%N^M7ZA:>.=46J#:2J([.'!%#5$<'@G5`+%3)2)*E9:NN1H'V1 ME[<[PG)_"ZOIN>[LONLW7[_Y`NPA].KZ#COU=&X!G3?"Q2OX*V3G/GN:<41' MD,+W1C6D(TR5JXU4789J=U_^\?3RZ-E70=KS]7&%K"M!*H.&W:[^48W`B"(T M!$':7_,T3?/U>**0'U@;<;NY2ME^+YXK9-U(V1$F\GLC&HZPW##1563LYKE" M+*D%.'_;O8CFS9B+CSM M[(K*&;K]U%0T0$8`D@ND#"$XPE<+[CB!C)A`7KC;QY75E@HX_8W]U*%7!*\( M7A%LRI+[1UA(GK\0%_7'AV8WW\N@I'&";GF!:3NZZ_`ZF:AQ$KOJ60L[N+/] MO^ZLE1E8BP>WU[T49*0;.D!0'`.,13R1-9$@11>G!IQ@(L.)JLIM]U*(V@T< MW4QA'DT(ARJ;$3_\+^&D"!Z;%2&N7[*$#9N6)?-"7'['L9T5V!CONK>"JIS7 M6T&%Q_=6D+OK,M#XJR^WGK"TDC-^[I'_+BV<#]_Q>**-_*YH&SSG-%TL?(&= M*-XDN/V>$SW/\WNCS(P?IQQU7]HQ!%S/_F8[W(X3'JW@AV4Y`I0D63"=!?^A MGF1:#R.SK?AYY__JU_Y:/<]6^?(]B-63BSH^=IW.T.*23$\7+5F5OC7?>GQ) MO@@Z^T)FISNV*7B6N1(L/V"K]8*7Y749)7O8)R=>MK",^JOK-.;+<67'UDJX M5*)&J-&N"7.JY8],Y_'U5K+N6EU51]DN==_7(5OS6?V7Y?G62[,+NE?9;U<> M.8I'?C?])[98`]<9`H\T%D^_VT&F[)PCV%T7+WW[NK13AX-MH7,]AZ=O!R7JQ&A<\`4@B`RO_&$/"_5:@H M^]W#B6:`R43&(C00C]U,B:BI`(D*4A6*I^ZC,T_#\DMN?W#OK"2JECPZ.;,9?Q.@I'R" M1!`OG9/HZ@NGU+!X4`8*3$$9X.)!LJ2`>B#!>4@D,%A(,*02J6?IH$R>#)E+ M,)")*M4#"4PA8:\>LHBM%Y1TZ7`#9;@B-@6E!GD"\_8)1(-=/`I!L"8K5LX6 M3TWRI*O%4RLH.;T#82V+)P4Q\986LV4!Y^Q$R=LD@2JY-3Q.<.8]/'GN]MO3 MS+%F'GO4NM\^^O;"-CW[O%.W(.!Y;!@I`)YVVA(RI(DVX;:(_XCO]-5)5R30IE(#6(97S0^D6R8,LPPC(8 MS^/&PL%_=1S6R"PS&I[/C:73SN,&$L5`,8"H:`2(F*")2*>(V6RR-)ZH$AGK M$*9<10F6]HXN?^6PQCHII$!%S5$(XPF'"B+=D0@I:([$\%!UA9&(8SG;/HF8 MN1$$-D^_F3M=BN0GV_V0T)Z>Z6)]3>FAX?Z7<[ M>/K]R5V7W.@;SW/+6CQ83IRI-EO>!^[\KR?VJOAJ>5YW%L0*4 M\92,18FI.!%+8R2."<6BRIQ$RJX94%';KN&17BGA>7BR!'/-D>9%-&%5SM]X M14Y63I.<@VKZOA7XPF9E+;Y9"_;OUN?7V1A>%.X3UJ;WS788OVUC1^`6+[_STIS!7,'IR'DWQADWQ2YC':R==/C?1>;E_#Z^NDWT0V^%'4(3Q MQN2]/%$J<`^>U)I\ML]X(2XERIW)&KCA,&E1D>W'14SV?Z+/+'S@H[5R?[`! M&2+LL<-G+9Y1@'1L?AGYN%.N18HG]MEA*+F8L6G.V8+@*9L,2\$W5]9H-Z>3 M8WYGS$+0V$`EL.5`"XFUT[#Z^ZF[(OB\NBLL'5]WI797=W7"JVL;ZJ(/VL3J M)U!RSJ:>$STA!H^E:VQ0Y3!:J`BRCS!SO[GNV:%SH+5!K]>A)=(X>WN4T)N! M$LOG[`H3U-D?7&*'@Q6/GUPR@R;YY-]_NWDPQ/M;36>LFF/H'Q9/+[(6HOG= M\O@G<++Y@^DD96/F!'SV98D*2#7R#H2G3EUK$Y'.PI2)]Q4W*5)*7OG^P=?U MG;AZ:ROW/^J>VL3A/Z1H(9>44F%T&55R47IK\+]UF8>IS"U/>;% MCET_X#TUG%U;H#6`]TI-)A>2.')7!N$<#N M5\1^<*;".CVN&*[W,>@8)$@H$L48H-C2=QQZ%GZ1.( MLYO>)*9=NA6%7:F?;IADQGT"P*9L MM5U8BQO',#V'W>*#H0".>*:6BJ!2#GFCV+VEF_$!F`859KDT"D8G1!\]T M_*7E[:31OE['OE/T/A!809:$70?59V-X9[FOWS(47)5S<7T3B3*LD\.2[YBB M_,Q,0=U=K^V@;*:T.-C,AK\W5V<9!FW"RBP$A4("T@J,&FC/@-3F<^;3K+*Q M9@XWOWW_?L,4YB(K,!H(7'+*A)4I*ZFH.%_&+>DIZL.`G=0,^R$X,MA?D1XWOK\-W8Z!@*=R!X&Y::F,K$); M/HG;^V[S',B05W,EO4G7PK"8D@O2D(\'`@I-.>I(^LI*S#;\MJ^NDW4^XB:\ MSVUXRY\YD1,V$&``++@W)Q#ZIM$7&C-#@4-^RW`+JZG5;C(LL3;0(GHFRHC'`\ MY34N5!.GVA2,IQHATE2+2J)SKF4I&8FEC446C/K[0`1^_H_VEI,)>`0J,P*@`\049C+;,9SY<*1(,_VGS+6 M/W_?N"T8Y/QDGT1EAM.8QV_RO'(;E24]N-IR&9J8-4""(`,E;$,B4X6'%("J MTK!ZG'<9X&6H,L7T),BP`=F_2!&G5`&2%0=BL8$:(HT41F0-`JQ\'X0 MA,I92X,*I.<=YL#^;@([J42@'(02DTYJ)5#6WY#"4(P)%P>0:S&D+V9PM4./&$C0,+Y M297H:?R4%8N41:KNXH9GS`7R/;^^CG8)7*K$2QEV2*=3*NF$R1@\G2(18TD7 M-55614W6P$0CJJ%+6ML=[:*&80=:VJ60"4N&6:%+W)?[.U\P/8M=G/-.7;SA M7-8GC1N$O!&\'PNJA>51!5Q5>S M#=^J-"$H-L)D[W@*>Q8R,^*P$9#=DA&*.[G]TMLLZ/QX>G,>;,W5ZD7T-\QE M6MK<`MXWEP?0?D%51DB2AM1_X0QB96FD`N6=$$M'5&FXL48E8?9<00NT@.*N M@(A5<>A!)GH8;9Z%A;MECF*9'#]V-3?[QG:UYQ7!*X+'(WA<,YF3M_U:J;W` MDHJ4$\\7J9*TK?:J]J)Y:OM3>]$\K;B0V]IM#4;SU`ZB!J-Y&.2R23^C%F,O M1S1*$)G8?GA`RUTMX:*]4_IV6QK=?)WN`2)-D&9H$(I3(H]%/(%`)-/Q6#20 MAC5%4Z7Q%&?'''XJ3S?>I^95LF\]:V.^<(P&0;CR%N%%>@Z0'J4N-)R?<<9! MC56#\O!/`/CJ(''(^11">U]U1214SJ'OOCJBE3G@ M%2J(--9LK+92C^YFY]-BVWGCUG=RZL MY]YK0.82BDG884>$'AY[/AD,K+6D'W.&7EK2"TT67EK2"(%,G"@9H M7RZ^\]J25L#G*9=$^G_VKG2Y<20Y/X'?`99W(K01@+KN8XZ.``E@5W;W2&YI M=L*_%)`(27!3I`8@NUM^>E>!(,%+$G@`Q,'=B1F1Q%'Y55967I4)]@Q^54Z8 ME`)A;4Z8E(+&/HN$+;LXKIZ#H%=Y+8^_I>4M$7/`\S3E:!'Z/`V`:!6.:AVG M*0>,BAZG*87X*M9%(T@"5F!!I8DC`A"XZ(DX<(BN<*(K%*(KG-8JE$'!M(BS$!"85$O&%4SU1C+N0`&Y M[4'(NZWC)"#7F$A<*8#I@F5(,(:.!0._RF'&4M"H:IBQ#.*5O<8QR1BA0L%&C#DN\.104A-^ M.>_\P&[XPDFN4*BQ<%HKH1453F4]3@$6#@/-UG+U8XP,(%1@S!57ZXASX=1" M'6$&"+XFR@\@W`JGN1+"K7`JZR'<"H>!+C!XC=K-3:`Y7-5EKO-+@4:O%LWF MEN$JN^:RT'!I:4KDG`>]LC67,[C*@4=J>+3I3-'FW%2T3B$HXJ@X(22T3H$P MJEC>4N%45U"W*)SF2I51*9Q:O:`1H+5(UBP<#-U($PH&]N5#+5CJ4:B69H%V M)4FD'D$DW1"K(?6*I[H&V9H[@)#7.PHGY5,PX:)!]5/*`4[J3`S"$3EF;98% M>9)8KI1B`8]YFX>;!C4+E)+I#MJFQ,URN)PD4=X"JZE4-X.S'(!;E\%9#JSU MS^`L!:=&EP<53J:M;B#F_8O42.4OA[UHG0G_0:= M(`J_*4WD6W`YC"=R:M\=8AF4@/$5&+K"IAW@VA:`'%FD0ZC5\1RNY`ATA,0N M9EU9J0ZQUX^!<3_L]X??D[ZPD^ZHTRZM<=+@=9`B;?@)U(:?AMS5?9%Z0F\& M=H*J[HD5&^,XZ.DNLVJV'H+D*4HU>O8'+VF?$`6I_"4VSK]\ZL:F>DBH).-@ M-(Q>=-O8IW0E)!UH8_6^B7&IWV?$:I\QD^:UYM)UZBG^R+A7XD5W0%'+X3'H M)TUM?>-?YV[2A/9SY\J(M=ZJ>"*(SU8:FQRJ^6R>&=V]^ZQ$[W6?U6/\=\LR M.L&#PBU9,L8_U9HT+&NAP=-BOYGT\11OWISVC5OV]?WQU:6^NO;](M>WZ(P> M;D^!J?[_]WRM<4FNUKA*IJWMBZM&L_]>K<7/S+H.#>!2-M>Z]!&MAW1GWPDEO]WOM^'U_K3?TYF8;]LG1E)V@;Y&IYO]AKYP<_'@.(W\R3^W`?PMAH[:V_4FDX7WV=RI$#K)`:J_9 M;*NME-D)6UL?KK+45FR/=:9)9]A[639-FM9F^CU5,5,4R^PR?;#KCF,^CGE/ MK>7+6^'XS16>YJ$DGJTXT^2[&HL]9'(! M3\>I1C4P@N$G;1_@I-`5`NU!>,Z&&"2B>P9NNR6DA=^?W^[65 MD^NAJK*&RK(EJ[6:.FDTNU=^N$UPKE4-^+%8.T9^7 MBK/\6-)MIH,[5@Y9-[TMJ*'1SE?7_GQM=2J'3$ZGW.:=XO=P*:%R2#3\/CN" M?M@J(K1!543F43U6%%F&I,+B(/_$;3,C!5<:.6)L5[("2>/F90NAM>?*).JN M(DN2;#)CI:M/AS(@"[JW]NKGMBKEL;Q+H=[(W4!H-;B7AI]CDNV51U$RHE5&^J.F*W%)UEU*%W#&A^$"Z`&YG19Q3 MK>JW*J&XC'ENELY7J0(O1P%YF&4C34';61L&*B.1XQ:)R)+J'S5=C3P6ASF* M3GTI8^W4+'>D^W@2N(KBMBK"M4)%95K!/=63+U"T4ZRVRIU92K&EIBNBQX(T M1WDY^J6,PZ35H[H^XK(5RZ)92FCERM$D]Q[JN@.NH[L86Q];GSZ&O&^*:O[8J MK#'WGBU+:-1A!=>E5$:KL-RZ),9B(8RMZU_4%NRU`B-7G8LMI,KP/ON[R-H6 MA]_P"N:';=6+,NLQU-$TW[V@`BK5-M]HYO9]W7',QS$W+-30H,/%^G`]:9__ M"&%3-P]C"+6-\E,$32F12;8OHU$SYUE)Y^?KK]:THXH,I\QD$K9MW6.AECTU M)6I?#1E,E;2C)L-;3WK-)%Y)A9*:I=35O)@"$FV,`R*3EM$EL7J$GR(3PIVF MO&XRK8QB(4W7X0Y93&$?3-#*I2[;F>&QVWH_YM,5*1D7F@_]VZPX_(=>^$U_ M^>N'<6P]^/[SSU=WCT%OW`\N[G\?:HGC]^VGX7@PBB_N+\:C>.0/=*,?)XC" M;_XH_!9<3J-S2?WEZ^#'J-,?WGW]J%Y@_/K\-/HYNW0^EG<1N5E(SAE'ZIF3 MJ/WB6Q.K53WS2W#_VTDP[-]W<8$9O--(087@# M;B!25B.3/R"#$C"N/PO.U6?$,8?HQ!@/PLE3PWA($.0W?UPY)T8ON`N?_'[\ MVXF%3XRPIW[NW5!,F>3BQO:(ZSJ465@0:A%H`TL"[EDN[SB<(\$[A-Z0&WSR M$1,P^=^O'W:&8!V2]MU?XS`*>LT"#IU\1/@5X-ZGN+H<)R!`M#C@L.8X*-0[ M&L=RA2.G60X(OAZY&O,6*!PZ]`5R=.0X30GEQP,&$ MX[B00$K>,)XK'#K-`6X&G,< M893B`ARL@C;.@"@>.<5R&.`N"<*Z0*`XYEMBLZD/S>*YPY+28`Z\A M5V.>HP1@4J"YCQ*>HTJ;0X`TB^F*ATX+.DR@$%@TB^L8`I+C`E5AD#A+U%;4 M.%%7`G2*[2!KH+SA0"> M/>$?2V@37F/P)C6O$7REDP`O[C\-_4'\>[`C*Y1#-#SYN);:)5*RM:`^Z"^O M@NA;>*<8P@N"NM!*$EK?("*C\CRM''$^N!L^!9X?1O_R^^.@#E2JQ6PQF+GO M7B%E84:S>9_]?G%OQW$PBM5M_7$OZ)W/+8#)H^H`!E5@*(G'9FAL2VQ),DY" MLITEE0N/B696/2%7.-55DG*%$UL-,5_<&+\>C'ZEEJ^.%]&/2,T?>A<=?W%9&QKJ/P^>J+^F\4/H0#-?S> MY+-QZ]]]51]N7XRG831Z\!\"HZ]%@/$]'#T:X83NQ>I1R=.4L(B-T:,_4(\T M@K_&ZJ+1T##(&?WI%\,?I(_?]NGJZF#R].2)9U.V7IV%;(XZ?AQ,EG<0Z]5] M/?P2]#6EEWXT>ME]M@@1D&']67U!M-N%4P'?YV2T,L'YZT@72!ERIX.D$\S.:LO';!)8(!,<8@=*`(!H(M6N)C8"8;G!J;3P- M!U>CX=U7)_RF5T_>"AY$<@QXEUHV0AV+*"%F24)MR_4X)AY!CL#\1NDKY$;+>L25E7]& MYG;S/,0NPJ-$XT36:>%8+`[O2/<-:==N-?4[(0O:VP(YBY3.`)D#J4X$,T4P M%YSR!8+74;5(=_+5>1R/%]T6"4\H#>A[\M,^IIX#@N:]T*LLOP,(4(L!@.3) M1RS@(@3Y"-P`E"]J;XG".R5/DLML?:A1,=;%O3>,[H,PJ9Q8$[RH3G&D^>'* M0WHN)!,-JTCNVO\Z@S<:*"0TB^5!;)'$153LWO^.4]OQ>CBMS^3W+_U0J9E= M_SD<^?T$<;V5];3^%@SBQ`F[-`-_*'K5K/PU#N-P--WT)N__$MP-'P;)D^N$ M+]$ID//PEHS5@=@7,PP*A1??L)1]):`4MI"#RX)8<3"=!*4JPL2Y7IZQ@/ZW M+M'5'<:[>>I*!EZ]Y",$?`O@7Z&]#)-I8B)AR+G((5[!"D0>@U2ZW+$Z""H3 M"2N<)'%MBSD.0U)RQ_6TD*_&S\_] M0#.-W]?7J945A-]V,P1W)1A!M104QF?YB)U91+-H;>;SR[[;T7$]/9K$::ZD?;I"NNS8 MU'8EL+C+F$6XQ);4OCW1D13:U+6I`-DLS])9$0Y& MTB(`<8M0S[6$[7D6@RY%"AG&688%A+3R6!`&$,JS$ZYB@3#H2DZDA:A$%K%E MUQ*PTU7BCB.!'"H8YS,L+)8F`&X,AEY&B=>[DSAFKX([9='UO'"@]D2E%DX] MJ^X/K9[LY.T7DM.=HIK2P38"5%B("*Q8A#EJI70\2T'L0_!&GQTGDE>1(22QZD=(O_VTUREHB*5@<4TU"4X9*?QES< M\F=2MCWHI<]U[^^#.\UM\_[YR5NN'U,5M@#LGM68YD%;C:?DQPR??`1G``OT M+B-M0?M&*U#?;X\F-[J#JN/&)KC1_`MPB;Y%4?TYC14EL>@+92'Y?3<>J3OF M[]X%$HDA3I++%D.1[T/2[2#'35+'7$B4YN(H_11V%#A*074['$EBV[/EIR"! M!&4R.A=9&9=HG36\"Y^5!!\\+-R[N)`+`"*_/,H/B$Y<)YQG:75YZ)&0I0#D%>WK==O^>S_")_&3XX?]E_F"BG4!!FB%3ZF_0KO@_,*I7E` M6I+B-1(O/!,O6Y.8(93M5E^"\.EV',6)F;7[GBT)G@3),(2K^PO!G@">8SF. M#=7^PH4E'$V\FGC/<^P.=:"F%FF=UQX9_J1WU?#>^!L$1C@PHOG!&O@ M%T3?M;*49!)=^B]3#]3]?=@/=^6?!=0V=R7D!Y8JU3GU%6]*8#Y8=)$66\>@ M-?B*_R[NSZ?SD%U0#ZQTQ#D'3KDH+F_I2<;)JJ!!W/$Z-G`M*+@R-QU.+.%R M:@'']AS6$=(%]H1JM+ST4+*TC.>4(]Y9=FM7G^D4JM_%-Y&86JG,4YDY.;$CEW&0GARGFEHX3ZBC)[3B)F.@= M+78GK%0:,&L\MKEQT;;XS`K/2UJU!&P)*"7K:.\"=AH/*$Q^O)+%Z5&'0RD< M"W69L`BEU)(>L2UL*R"YH"[5C)%:1NJY?%Y^O#/H%>IFUWWV1]J'\_(E&`3? M_?YU$#U5@,*D8)3UI,;QN$#?6\/.:)S79Q?RMW>GC&`JI-R&K;L`@2YRJ$6Q MYRFV!IY2U742(R6V`L!VNU-5':1G\2:4OTI,B1Q+"`%";C>?*-OQ*LRQ.U,( M=^+8+`Z93FXJE?9J'ZCA2Y*#=]?%W5VE,'/,+$]VE=)+.ZXE>!=9KJ.4'N!P MEQ.IF5L/(]>\>YU?`'E`02-*M-/]<*WC*#%/7 MYGL$+<><;D=95\@IR^RXB`7`"/^`%$N$5H4RL07I,@0LAK&BQ?:097=LM>=V MI63*NF$._35]JSG_2H8A,/H]^$HT'NR_N^E MTN6U+V+W4\!+I&X^Q_G12*R[*8]O1-_\*9&[*%#+XWSPWV,_4AIM_Z7KQX_3 M'-WSP7Y2CW.@\DK.^6HH/C]`^BC5&>73DQCY*9T[=336KYIE.0=]'A M7X,B9[I];N*3`AAGC$F9GBA:3TEII.K/D!+]F5/U3V&DXY1T"DE>TK\$TZY7 ML\URV0LYE2H[>SD$(&QR>%;IJ*L'J2!S.J!#+>1(H(@4GO;MN.HC\R@G"'"& M9P&L2_8_$'Q&Q$F]$IM2,;_I3>*H07PU[/<2`R9[ADY)FCXYJWV\YFU=+5N" M*/'L!O&?X>CQS\?AT[IAJ3D(@MYU,$AM(C4W>MT]JI6VRY'2J(3:3HGGV58'RXY%.@ZF'NDZ78_?)/JCK@:=%H->KFZ?EJN?=B?- M"MQO7/'^^N)279^TX%RH>"]^FB^K'^J_LTG3_4][:CTI\`Q_!K(^W1;-P$]J M62?WK53(STT&TE_,#Q0\+Y?RGA;:GG]^4EA[RT8`:=_7[L6G3_;EE;KI;MCO M^\]Q<&+]//WL#=Z_.V$LY^6&X,:M\-(8:6O6FB- ML%AG/+V?D9]R-PJW8`6Z/\QJ7VRIO\YX6=P3?OS5%(]ZQS+ M!(/;M0NCA$;&*T/?NHOQ1+7+!N'/_1V%\=V/ MWV:.8KL?E]MIH_X-;=[NM=Q5>_JM/_AJ&K^?V6>E][/YVW:]33"N5=O1-8OE M/_V!L@Q?#)1TLZ9%,5YEV"P*>N'(N!J'<1P87AC%(Z,SC$?#@3%U#QGI:13C MTZ=N7?B0F\H6;`HGXF)9L;HRL*/DGP[,VT_*4KWSZR4*D4EAW86A%]Q&F@>S M!T%N9A_:("`=/_SNST3@9S_Z&BBC.N5(XWQP5QN&9"8A#63(#?EQH<%7\L6L MM5<]?&!ST;IA%`V_AX.'9)AI%^O+E5?L+>LZ=:'IYB)XN_B=;:LG,`]:3.K< M).(@2[JV;:E?"2$V)$ADN04"`9K5PMJ*V#58Q6_?GQPMWU]6=IF0Z=JYF)%5 MQ+8@>7/@%HI;[><$R&O@O9^/G!^T23[RQIB]1NWFN,UG@:B^3\TAR MY%,0L3&.;U*_.9@3Z3UX2**=:<95H:SX_]Q=68_;2)+^+_W.!O-B9KXTP'/' M@+NKX6,7^]202RQ;.[)4D%3M\?SZC4C>%$FE)(JBIH'I0;M*,K]@9MSQQ2VD MJ4KNQW%@GR]&^R&QL0IA-[WCV4@35?P\J9XKA4K.R=OZ9;5>X[=@NT7]`^6W M5'V`5TYM*%>Y7K9VLL'4T)9@5S55"QE&A#.'ARIPN!]Q1T6N<`1-8E]$?I)P M5A+ZH9XLVDG.1WA?Z7!/*S$TTW*Q='AUPERE'E,Z@DJBV"VD(ZHIRZO/3HTK M#WLV_MQML6EC&?S\O$]-YP:VWK[!=7QZ3?/%`->(AC"B\%H1U[ML6X2,(YY0 MK1P_`-W$I1<[0<"50X,X#A@/0U]RW#GG-HB-ST!G)9;\US=??12LB6P>55($ MZ10D\W23^?HZX$TA%OW]>1@V%N/0="*2'51#0Z"ZX8--!'%B9+I/=MOO'[]M M=P?L%!V'*7TZ:1BF=,8[I6&!L>]LE.25#R$$A;>&<\9Z#D6)I@FW:)6+TJ)E M[NGP+=U5U\J04#^"!$31(GD>M"-QY/2L>%JZ-$F0OFQW:?9[GQ;_PAZSPVZQ MW4$HL]C]?'=(O^__V&Y07KOM>EWC%+BK#*D72N%SUXE5)$&&0>`HKH4CDU`( M'H!=)PF>(FPLEX*W2#EO*)6F^,T+NIK+?3)Q"<-IUE3#-0C=#+_9S\I3^`@X MS:G@1#>9,7L`-5%_2/].-]>15$X&T\L.O]=4(P6"VS!33_<.\;!JQ5KI^9H^]Z[$R] M?XE`ND_9"%GXJ:0%KA;U.H]7(Z]>6H3BM.4_?0QUX1Z!/,)QRI.LN0./X$#B M+)D^X4'6('7I#OA!+IP@W:0OJ\>X_#A#(6G'S3^"8Y6+*-FT_@-R$=HLX=)$ MV.0B+(%;"3&+3_\SA,A1B$JJHV485P#OB!L>2;WJ1C:P\?BM=$0M>5&D=)YV MN`WMZ27K&WB((^`9WG?5W%QP&MLI"^,_/V,UL1CR]3=+^)/=6[I\OUI\6:VS M@9D'D(]G,ECRA/&Q07M*8M%;?13Z(80CD5)6'-FG86"U:6!SDMYM/F^6!95) MND0.$ZP-/KU\?/NR7RU7B]V]CXJMM<8R/*.JJL*?`?!X&+CNVE3KY68C%%O] M@HU$VB.54.SQ#-GLD3Z@PD$?9"L9-(G MD0&`K36C9+)SK@,C_A;L`$F`6I M'![ZV@EP#Z4D\.W<9\P5>5.(QIXEZO%F7L-BB^[-DE^3P$:"4HAE17>68C`) M=J.W+5S"7!N"MPMA9TPHR#Y/W78M\)ZO>Q+*B+K$)A=$Z<54':)X#Q>:T:Y-O/4)LM^!UN':AQY(@BIPX M"<&U\UT.GJ[V':I\(CCUJ6(:!"BP^XYZ-5UACZ,C9Y"M,A19>M*D)-T M*YY672=$Y&H6NR+RG`1[J#EU/;A^,75"&41:^GX<:/A[_O+0I&KB29L,[9R: M%*<2$#4Y;.KRUF*C,;L2;Z?Q_@N^`J=9,G77ZG@W/T3#FRQ6.S,E="?C:FDJ ML-%-_:K)%*;B3,%-]3[_&]SZ^=IRS#)XH$O4%&^H*0H;2XY[2C?/)DV\0@Y` M7/6S6;[?/B_6%Q:L;VW;J>FLY_R4;;=#=A^E,[=#BC7O5N?>5*(X_Y"&AL3P MW29*7]+=+EW"+V7-JZAULJ=;\J.F%^Q4ILS5?9^O6"RS=/EF4A^H5S\]?D M&2RS?@QW"#(EFT67,S$-9S_A9:R>9Y[[5*=RGP9$$V>-C[N<4RI3I>GS&OYO MFI1O)QFUELR5H7!\2@.':U_';:[GXU?OH$5[Y*-I1TW<^5F`>N($%MFH%A]8)Q% M^&BA8C*CTJ[W3YID\B+EN2H*04$+3%0FH:-!,`[CTN40*.N`Q9B%PQQ3J]'I M3%A6^O1(Z8RE5D;5I@2UJ1#,1IMV(VH=D&(J-EW6^1R,,/](?YB?3)M[/%.Q M@&*%4T1:;;16L"RO2K3:OV[W\+ASO!V@5Z6VNQLECO8LVFLU(YUM?L9U(G/, M-PO6:!#N>?+;3+5/AA&GV%EKVN[\*?9/6_\97-)=ZO^]6*VQ<@,.*#815R1O M.L=[?5SE`Q3C?-_/JB!:ND"!/M)DFL0B=B$OSD**!H](G#0B%=%LHHY"JO;?6,%M:>O&?R#'>= MK993OSL!$4_`/7AC+GPU9X%P@D"`3T,"7[EA(&B89)D\0F6K>GK\Z'V]B-E0 M2'7WIU5:H)1O&?/.S8`^LKU3<_R-=+W._ M;(Y"P>XG2CG3@G0S))V&-0E[U&0^M_?+;\K3JE,64[-%319J@>^HN:)]L58/ M.=11(%(_&95,YHB8P;$7G'C:&PZMNA&=$$-Q4/'^8H"HX;O+MI MP2P0=0Q:E]UMHQ6,[3&K")T2$3M>Y(*[F;#`\3W.':T]/PS`%GO,<)GRS)H+\%H0FTK($D_6"9'O'/JSV_\3/[_$+ MX+.;.]A0X48Z(5'B)!&N_E4!N`RQESB*)51H31EU?;SCGLER.)23%KWN.RF=CSOV/YU/IXT5'Z>0.6?[WZ=[HL3O-,18F>'$0NK3S; MU6A;?*1E/K*ZV]6?3:V<(DV2D`GE"(V)5<\+'!4%B1.ZS&6$4\G`I3=%8/Q; MFCRDIX#T5+]Q5GBN.A@LCR,%[RYWYP\^9&4C^-_^L'HNO-LY6E=L\!@:66]C MN)E6+8Y-1F:)C:A%R]K4+J:UC6*&SH1JYMU*W0X(I=V[!Q[]XOGPMEBO?WY\ M!8`OJW39.*S9SI]I94EY[$J5.,R%.\9!C3A*BLA16F@9*B)5'&6-:5I[33UK M#:@IA^/Q!$PI?7^%5_+=K'S+,_#_KGU7ILG-].`>8RC\E;_3ZVB7_Z!Q3 M#Z*W;Z$#0&\J.?URF'_WCNA$VO'TO>_47_Z-OU2C;;L=T&.^$1J$/%(A7\>]-5C'28)BY M&B;<.T)R(N)MAL>UL#GX.,=2/O@F7BN4.0?2@V^I]OJ^=O1?+QW3XG#DV7_AY?7_-ESO'ZR89M&1'L M]E:2 M;+,<5/@2LTS48$502]8-W0I53\?JK>?0SS@$<4B(&Z!#A&T%VH<(.'1#^$^? M:2*5ZU&2N85P67G7EI13<(Y=PK)HD/N3IH#V(5VLX_WAIK%0U]YBE["(><0) M)*AF3D+I^&[D.D1&%/Y1D0S]/`,@W&._^`2487>XT78V1V_$,VVO;HN??1#& MV2FR]S@5C9FES=+',[1>['[B?V/2S23?_O5L\OIXL\K/-3RA:45GF:_'EA17 MMV+):<31KG9D;"(C[&FY/@X+F%0Q=\&6,I`=B[@#]L>%F\5%Q$6B(S>_;/"% M5+:*'8,XK!3M#4A01M>T)L%]M,_1!LUHZZ6F\BRD\9EZ2B'C;Y2:S+E%CQXI M!5MM(L-;I/[<;5_2_=[TOY_+2#P9,BS/NJW)Y/:#6X[<%MW^LQRY-7SQ5'57 M(7N1#"//&_'3Y1WA1]*G,=':\2,1.3Q.A*-G#O[@2Q-$AT4XL M9`"QN6`AS0,[(5KC6V>!ZC;'W21U\[?-QB54K=GE9+W&R*DKE#S: M$VR[+^_]XLMV!S+*S\^,S3.%H$^25K-C]^.W*UV@%YY7K\;:U4:VJR4]\`6= M2WLPK)AMHHYB?^#1FO&KH?:O/6N&5P\RU4KYY7"TV5K2"I2O@VH5#/;8 MI]O32XT>,J)7+I@Z&OL8#_7H*U\GLV%P!<&UDSV)RR'7Y%AKW3-/::M^S2B4 MQUM<$2>QM#3-&WASF^)(/(1?BCV5AH"PKD6&80SF2V;+E$&0/`A<\*&D22=9 M1N,W*E?EXW:]-"U:Y5::_:?MA_0U'XV>EE$@A,OKVUVGFS#!79Z"HC7CDJMHVURMF)QJ-C:[M?A=QYC MA>&.;=-T78/U(G>N41V8HP]'349`DDL7C*Z[)$PV#N MM1Y],M]$F-(&X:V`:!;[T"=S2"FJXZ[A_"G6H$_6(^UU4G:>N_>\-^6>C7KM MP5X5?_(AW;^M\;28*>WBQV5PG;4=/NW*G\`WOGU_G6T!`KR`#&J-%JF MO6ASOK&QOKA+':Z39%37#'3CB3MMRASB5TMCPN`>P1-T&9-K"N$W7/XS>G8# M-YP3WL.?=\GFGU:D\'Z[^8I41Y-SI=H&?,UYDX&G;\+\?;%99`L-P+F:<9F! MF(4;O#70U_7T_981'(._T]UA]66=SI7R5O#FV%#_TUO:0.,T'*O^.5HSX_CQ MGJ%>2UPMN]1@M>LO)\QRG-`P=+5R5=:`3M5/\RF`_9^+G]@QCGUDS\\["$7? MKQ9?0%'.E?@8JXV,@LMXHK!J@V\XD0L?^7UQP.S0SZ>7?H;I.0J)N;U*Y`QD MMA7'AV!Y],H2$K$L.@ZS/';3CS@M$10\#[6YFEFG(ITO2X:RRX0-QM*++A2YSJ2:(PJE;HIHEL(P"K"FG9S MY>A!%V_%'-=B/.6U1&_U6?)9VEYJU.T)[Z2%H]7Z!8:G)+^;K[6BQ<@9+V:9M30%'V)Z!>J1Z!FH.I+1F(8"OZRHS-YETL^>.Q9] M"DK;!$Q#0$[ZVN%VO<:-9QC7&-<+A)6NC.:=XR%@W#1M*2D'WN4S"_G&%$I"__.91[6:^EC64"GFYNNGI)=CN=ML?V/5H M"O'@=^,^S<*@EG7Y.1X'@2UJ0A*ODL/YP"JA5+RHC6AD\-/[3]O[30J>0%L-2'VPJZ78L"+ERG7B&( MCN>MX-3FG"M*L\^OV\W]NR(M^[`Q1^3QO(9T/J2KU?>'=#O\*W-5ZDL]`1BH!=RE4+%)Q M`-Y#M?W*XN&[SE%=F;S?/O^SFB=K&\1\8<5=DK%G'!F,';527'4%G)N6I=SM:VF1L%.),Z4HN MUZ+LB$#V3R]98FI.SW)Y6,/HB+D^;UX7J^6?\#LXY;C./_3T M8D2X_@D?O0-[C9V7BY&[1XA@QT&4):H.>2"M;QE8Y8O'_S==3#PJ8A=%8BY/ MRV/T?1@JN*:DOEA7%KOT:(PC,^\-:%YY\*UAG'S1CYE&\'#X[=3[/R9>Y\+$KU(>IYX8L*@VZ*[V7.?H ML"IT-L9P6#MTSE5%ZGSXJ.PAN\NN-?M`T3/;2*%V4XNL:&^;7;B` M[TN7_N']]@>&K0W-\+2[3ZNE96\A3A_5[NUH6)L5K:?=ZNMJDPW@S):L"N?2 M1.V`=3UX!:M'/D=Y]UF.BR`]9Y7=M(;2E79KTYS/D9>2523UPP]?`6Q/2&\: M!@R\G?]+GP^?MO.(>RWYZLUZVUI6X%J,Q]+J2-1E"HBLHDC,9& MW>FD5&FKXDO>;:KU"'GKR1P#":8;X>>YD&IIN!Z?#GO_LSTT^Y:NJXV3S%$R MHNW[7H7P6&WGK.SE)TI6AUFRK"-%C^8>/5+8_3".ZT&/62R3G14AVUI8_/(" M!KW7M7_:X,?OQQ]AR92MLJ;+RHTY'U9-;Z:[9U`A\*FGEY*$#YW]\-L"F;?3 M'<8V_KX8F\PO'NKN&S1HT..2,D$;0R(G9*ZQUB&V7TLGYJZ.([@6$D2+I"WP M3]ZED6O/RX'5]4.[7[F:PLO5S!S5I:DI"T^QFH8X":1/*V(%Y$Y#7I;ZD)7Y MZZ$GOSJY]AF_=+Z%820'SWAWK\RSU7!6,OMC>TCSYE7SM4@[TF=?[\FD;CLC MCMDT4MV/*^`U<$@'$[<^_E=EKVGQCF.*G)U?U=R!A]'.#@X=4 MUQJ5+L1VU*B1IY-"N(LK,--8,RTZ)>^TA^-B4RR-B&JYUZL07CK=,)_Y- M2"R',*(;M;*1X(X[,S1R.^5H0T.NR<)0*<<;&NINN MW='0CMU&4_8,?MZD9N=>M-IGC$/&OYEI)EG]\AOS.AI=;RF*X]@Y&_69HQID M)HZKZ<'F(Y\L_SY(QR_)2%!JP\KV>*RCM>K.ECP?D^^9MHS4S/*NFM:Y#%EW M6F,@W)FC!A95U&J)HAZE-5;6#.KC@7TV#RW+: ME&FB`1SQ'"8`/UP*[O@NJ`VE(Z5D$B@=AD4[-*^5X(Z>NKO"UF@6G,1IL^SO M;@TX]S[S!2YL)OX#!ZQJYST@ZM5FKO2>Q_2+[BL&)7(_[-W;;UM M(UGZKRSR3C?K7K7`!J!N0&,G<2/IH-%/@6+3B;8=R2/)NK<3S<%[99QRT,^S1K&B2B#]C6S7:L[K=#;F!3D3HD( M175LX12BZMSQ[4,%FW?SIZT^QX=A.!U*B&5B!*%,RK4=F)5-A%W&="T[!W%5 MYV!E&-?(2CH;"'*->QZ&$YZ$.Y"$6!*1KQBO`:O\DKQ=WVN+:K=0K7=5)B#Z M-Y(<7Y3YSUWB[('`5TQVV'14.&TY#Z3:&[3#5)WGW)C5J)GF[,_Q\NYG7V>2 MDW*?X#20LJ:!PT]34\-OZY9EVP`M&=1Q_,EM>OHR#I,QJ]Y\ZGO)*88I^U(A M+D[DL>W@98SFTF'#4->LI>?M:GFG_\OGSA`U':.0S`C$1DA`*2*:"ZPMI/%X M-B8P08&-T\'))GJPMX\M<%35DPTF?8\JRLK.I.YWZJ]0(I)$">+[M#V@'WTS MMN8>C'@T%G&A-+TAQO)[_UVL[4-(3265F+V[^,$MND'B^.(O?/`:@_@T0R5C MZ/H8*#73HDE8%C*O!RX;)#,;T6$C.-A,^D6+;W%'JU;\49<+NI2>$>=YLV M1%AYNG9[$+V(3N/S!-MJ$.6EYZD$P8F`HE&]6KP*9;5#J5V")C_"%:J.+]8` MF)O=IH4+3!+3Y:+/WE_SM?;203$GY2L[/>4W!#^9D(CC23`1,RT=;"STG1I- M@I&^;[6G$4ZQ(H6+U19'^=RZ4NN\W_.7B,BBMT62OV-R[5U7H3V-SX%0[I:Y M#&5QX'#)+K7=@FKCXYN_"*&=GM:P*#.Z)#M7IQ:JLG1UIJA(G[_-PSP=U^\] M(&<9F(29)0ASBDL2TJ>PE)8S)JTOFSX/>+0\.V9P:L9?OQADIA$LWJ;-]WWL MM+?=U4#,IOK#T:F-*A?T3&H8P.$]?WOU\?;5MAG%F6J&FI#J*I(>G2?+HA>( M?VH'J*:2L3U2AVC:X7U[&2ZT9`N&*V5*A"Z!5U9G:-9NOUTMDQ+V=XO-/SGU MEO26]?3*ADAZ(&1YP:$5L.H15*=F($!H'D)POHO*;/LY0!VKS&2'AMA*YNN\ M3?(2Z0MN'Y(>U][,OK`E")D,3';Z9G.`Y8Z3?4-KSS-W!*P?BE76)KP0YMFN M9_]UW#5T#O`1JNPZCU,HRM.YF1U.'S9_KDV5_,].V^5N1;A\L3=^>A-.@ MR/'-_,?BZ_/7R7SQ^#/Z"B7_M\];?=,M[WU7-UO6/((!S"45V0Z35L`>'Y7R M%"&(VNZ+7N8\^=%VKO-`CIJ3>CLP]3B.:SDO%<(R*M>2U-J@U'W[C.DX3#-L MU?&>&DQLBZW\6*2C M$**[[>*;,>^RPU?[Z.Q"C$3SD_%7K.&3^0L(S8=:J M3U]CJ-2_%O-/9AY($G(TRB8?_L]%__MH31#[45,UT>:B9N7UK_L4=%](L]4Q M+%N`T!Q;UD2'?-E]'X>WV481#_Y_/3"V*XZ@='0!W5"F=!Z:QAX6=WV]A:BJ M;'RQ1'4^Z#PH0EA86K-3DXK,2Y:?"]O)^S_)+M,,98NC))^7C%7Y8YTY0FV, M-M(?CRN&R0^D+09*\(FV@)(8H;YD0JYX`#6QV@:)PF!$1!A$(94(,7W=3,5' ME8XZ$JJ0R#N#J&([7+\8F*K1C$X1#S`'+Y:$*-#?"*%':"+1=#:**#XPP$HV MPEG@+S!6F`#UK\5#*T.NCGEH]K31J]=_\+_1&SXI?=YG/GW%4^\*L^7S33#3 M-YA.2AZQ->0"5=%R^3Q_U"\"%6'"P0_[2]2QY-?($]A)!8&-[\?)_'I`*X1C M$#Q92A*LH#KD]QO!/"=/Z]U%_/XICKM7H98"9$:OZ/<_)4#5R$Y+3L\8L125 M9!B-0M6B8L.'3P.#*2I/,/'[VUDSZ9#)!8LXZ[^)T8`#*WE(.`=G6Q1$OF7;0IHBC4P4?+C&16.B+*6H0-0`K0MW M-XBY31DJOT%Z;5^XNU$,)Y2=$)>^61B:#.Y"/D3!A>^SA=&``RMY*'+0?PLC M8:+9\X8;%V==^J&8&:6@+1\P@$9_HW#`@8R"]+=L;(B"@SY<6Z,Q3Y:B-/A` MAKNK!)^*A_?:U'!WM22<<-'!)_G\Z>C*50FH7+!7G&-7X24<,"/0DSA M:TZ4^H$HH8HT.T2VB5:K-#JF@>0*.4XBS)-@"B'W MZ[(N&Y;9,0GG0BGX!7/`WP/6()4]%@C7RR?]6O37UHM-Z/X8;6.]P4@ M\6;Z8[N>KW9S.K?QUPT,J]._N5X]/F;6;@V41Z@5DUR?JL*95)R(VH&"YV`7VJC.8$J0@M#_Q=_"U>/C>OUN@8L$HF`O"\%MJ! M.G43[Y740)%KI<&P2*N/ST`LY^'"(I6.\"J@2*' MNG,6,I*W/8[0E=@=B?EZG[YBZ"<`*IDP8B$ZMD`J@'8ZX*]KMF"^@PK)P0F^ M>`"@?Q>'P;_,*5,(7!Q)*>VOA^.%!5)A1G7LV7C!#IZ-_ICLFET;+T0F(ZA# M:&J_=M_&"Y\P.(T*+EA%V*%C'\<+!R*GF+KR;KQ`!>^&Z__1/GDW7I";>06" M%$,B??!NO.!G9D*B+*K-;KT;/U<&9&HXXJR_WHT?'D#78T:&[MSX(0L&;='L MXN4A.#OK@M/K#*'-:A^R<^&$.TOP0=:5HW6FX_@16WG;_5NG0$O@/'Q MU=YSL]\++8?=5JW9]X;;-LX#14P9]X>&S=P=F/:*^!0%/)(HH)),`C4CTT"Q M<#01H1R-,=8O2K2<*$M[G3@/;2)42!!W"'%J<`A64EKD"R%6R!W"G6.&F.P* M(F52R&:=PU80:7H]=0*.@3)R"(X!N'337$?/CQ%,7#X_GOK2@GB_DU4&P`#CW*@A)DFSJ\1VS#C=7:E-$%9P\\:,Y3;W M[U^+[9%7]]MIONP7,?S1RA;OW1LI&=.<0C9'RKRV8^+T3N3 MU]T?T![FX_,]S*Z;SM=+_9(-&@CC!0?+#S?N],=^[=-0))XZTR('*IS1O9NK M-Q2RGV;U^.5%FTS4<;U M+I#X;K[5?^7N']B>O=B6/:F6%C'YIA6*_)24]%`0VP+XDA[1B_3*>/ZTV((9 M,T_61+61;_-(\D%TW=)Q/%^^Y,G]OMD\Q_<7)J(\D@<=#@@S=M@V8`/N^"Q? MQW$51UK0[TG<[X3YL(RU!1O?3Q:;.]BBE-S]`Z%1MGP@S[#B?7>S9SH/\Y4; M;W'VM"'3]W'%QX)6=U.FBZ5]OFE@YVRWS/(^9^57.\"0A)R,D(S[]V*!EQ$E9C"^TJ$Y-3+KJP9S_%LMB?&$]N'85 M((X-L*3#Y1'G16!8B*I2,'#?>0Z+!#L.L@^I=7%OJB@64?=B.4W69- MM`)NEKRUU>ODNK,F'OB#+:\8%=H[7D#RQ`.U."P7S9>6-?&A!0C4WQ7:1'_E M3CP_!0IA$EDH@WS)*10/G+_$%(H/A?(24R@^>'V!*10?M,H26E]$ZL0#N=>; M.O%`'CORY/N6,O%Q/%]`RL0#C1(VUI+C$P#MH4R'. MR4J[G9L))01CP87Y6G&LOT9"*#/`15&"H%6,*:H:44:G6/]+>#!38Q10-IH& M4HQQ,)V@B(<3,154)1V-9A44-)'N[CT+Z)G-`W?;Q;?%]B?\TKUWPBC!"@M_ MA.$TZDGUQSALM*A!06<"YH>?76L\DC2D]06JF[0E(02%S123K4'%3-I2A!61 M\BO(77HA47O559U)UYJX],(K)"X#66CZ?J'I2S_:0%^ZE7S_RE[Z>0B_.K\\ MDDU@9X`K>>]MZM*/,GEYJ4L_O+ZXU*4?6E]HZM(+N=>:NO1"7M]3EWZ.Y]6G M+KW0^'*ZO;S0">/X67B(40XG=^GGT)KM%+3OJ4L_7-1)7?J+Q!KHW87Z:;ZP MJ<\Q_@)3OF/\NRZ)`43W]TSY888?)I\W"NL[J@^@H?[@S<;562469:_J`]RC M[4]]@'NL-!/X[K9*P#W6050)N*>!'3_RP75:4H09:M:):FM(X6ONM/3"WPN; M3^F%TU\MEOZ./[18*JR<=0H//DOIY3'`.CZJ/:!?/9;^.(>2N+"PZ?,EI"O] MZ!60:"04(B73_ZX[;>F'7_[JM:#B8G:'EKST0^X+35YZ(?=:DY=>R.M[\M+/ M\;SZY*47&E].\M(+G4-LN?1S7''6Q>QQXM(/&SWJN=0>9\@=CKHS/I;V:O,^ M5L>9%>>8>Y19<8ZU#YV7[E&:N@M\-"6\CXD5YUQH]45"+EI.K+A3<$@(=W2( M?B6-G:/ME6ISC+4GJLTQRF&DBYW3T/9(7E?ZC!!!'.;-.>@S_4K1)X/-.>8> M:37G6'NAU9RC'(96 M_U:!`U-^F%%F'T)#07)M3DB&!7:G?U12/R0Q[I6SY!QU#\T*YYA[U#_@'.N` M8MW.N8`%H8HQT78;@2.5QU"(D4.'TFSV5HRC/N7SW(.N%1[JIE/D`A)L,]?( M=(H$F$IQO?/MO/#XPCI&O'`*'2/PAWX-M_.F#4SC".',V;ROP7>.>'D.4&?/ ME13B5^N(/]*U[#.J:>:6JV@?\<)AW]M'_)Q2`2',HXOEREI(O%#960N)LV"R^W!2'W+4[E'6R%%[ M;P?R>_>4G]L*NJ>X]N]QW]NG_-`!51^A,E,P M:\U_G,3KQ3=]Y7R+]9WRM-HD)^]V/?WQM%B;JV@S>8:+Z`_]PM7]VQ5\:_X8 M?87KYW)R.%)ALJ-'/TJSWX\(U"QY-9&"3\9(!H)-(WW"^#082?WEC!*IZ$RR MD6"[7$T8'GBZB($R(GED[G@SU948&;OZRB3. M.7-00<-DQ5D=L,P10BEKUK9AQ9QI+R6,2L8)NBZAM$BK+J!NPU+FG#E0=T7<$Q_@"J7-81R,0V!A<(8?M9BCL32N" M)[C]Z+#R!+;K`(\GF+WO0O#$PP!:1Q,F%*+-S%@[)E#/E)ISN'U2:L[!]D.I M.8VE1JD%U?+]]O5W3^3Q;?%?;R\WVC[[OV7^3J>Q'>/^I_[2XCA M-`1BN&)2EA/S\2E>?]S`W]MD.?K][>RX]T4)$HHQ"R*,1P%5H0@495$PG0E" M9Q1/)!&P:H5")U48"FW3WF!\4`4V8//T:)(3UBXMN3S/P[F^GWK8H0>&2$SS M^YIS,E!YV.9;26(]Z]P8D=#:\[OY41M/7H04 M9SVX8XF_@`/TT83=%8P`(B1?_&:'L`8K[[0Z62_NMO&]>5D$949:L&X?9JOU M0[S8/J\'0QCD+#BQI\L&NA631E>[%*_VSQGZ:`*ATLB8#65YC'E:HOO_>][L M:JUVZ=;YXQ_SA;ZQTLH?0[EIYM2G]RE>;M*ZA-PC^*`!Z\?R[^?%9K%-^QOC MY.]#/?]D6*K/WX0`?C_^?(N'J\VEWGXGHE'(5A]'-4GO@)[P43Q2R7893'#"8EPR"2T21(M M(7P2*#&:!9KBJ4"2XQ&?)8P<`@WVT#)T?(O7\\]:ASW"&)4G]*? M*4L6O8`KB+/>'&H%VL5>Z\S![T?;Y!>GR[[SQJUYJ\!WX&:L@>K7Z=O.=,%\ M!X$TH=`_YC]W=V`;E!;%!;58-%U&"Q:3V2@*IP&20M]= M$T$#.14L""?1;,)'4DW#J`$M68#>AO_X&?8#I@PQ*]HES^QHKS4X:K1:KU?? M]0M/]X[EKX`+J)$AY4"-UBZD&351I-^!SU#`U3@**)W@0$VC*-`_I91&B&I+ M9W^C,RF0.C#3!&P)5V=Z\8SSV)X1Y),R**0A:1/MI9#K$Y=5\IMV;K$J\L[? M8O:DB?PM=BG:^KR]F?]8?'W^.IDO'G\F53FWS]O-=KZ\U[\[$,F#KGF&]=>U M>3R)OCZ9B36[_/QVM8U3S>E6%%VPF=D6WPKL^C3:&[H76_@^SC@R9YR&J!ZK M=5EP,<_A7XOY)_V3[<_J\1V7D(^0,FX"3`9H5J@X"CE%9!0(,9[JAQ#Q0#)$ M@C&2E$41'H62[X<\M#[@E;1@F%`7NXD+C%20OGO5(O8[ M.LDGRQ7CJ"Z"[E2&VYG1XY-B[4)*+B1Q,2ZFC):CXI+Q?//EC_4*JA3N1S\_ M;$#?)-[LLWZ?VZ"0K=,?CE\#716M*0O7WY.Y_QJ^1\J4R9/0YEB^4S-9<#S).XB'[=='-^;7N[W7U;K[9_Q^FL[%;S^V("9 M;A)164J'!<@JX=@72`V"!9G4>.$*H=B#R:/5EIR^!C=0X6?^U2=J^R5>'X[5 MI5WGW@A@,-FO8'79H3MB)*T!!'DI4R:C^&&UCI/7_3G_$6^F/[;K^6JM?>GY M^N?OV_CKYJV^^?1OKE>/CYG`?*T,4UQ][H8KEK/?/ARPM(DY_MY6\("!-Y0"0_ M/KD"4![UN_A;O+S4<_,$DR<3&EA>?^X0N"E\]O<,F3$89&A=\9QO)!B4P&H' MO%#E4P&FKMY/HAX0A](VA/Y&M-VN%Y^>MTGB:,`JGS14^4T(*1>S%C)`OMB2 M4!8M2N4KE]39WPD[<4M_.@R%89PPF3>ICY"<,R4SQL`0+$B5N\M/PBE3'?H' M*3&C>!D_+(9Q]G$1=!D2JQC$O@[E"F(0"@:S:U,`V\0@+(%;D9BXI==!(LQ# MYDPH1FQ8M$1>XBT,2;%")0HI-&+E0!2"$9G0Q2ZB]X^3/_]O-C^'(0D M<.@KD$CF#8SSX,Y=,-%=,F=SEXQ=WIM9G/%])@\P!((T/PP?65\-P)XC;/*< M+7$:!#<0Z^1GJ"G`.F3B$S&"9,_]8I,8I_']+F=Y^_#^^=-F<;^8K[N6$]O; M&OJ?I,R,DZX!,-OK?FS:'/J@>T.*K7;1)@SGVN4[3-.R!WB*E'U-X-`8D6;E MD<`G^"C%=HJ,=_%=O##9O22./C!*P!8A4@E^@I,3$`MS(K21_#1?_LS'%8:@ M0*!V$;,L"55HW(YW20%K&>6R6>,HB68T'!$&%J8,Z#A2P8@A'@BDWYU&A(0L M+4L"DRLDO-#M;S'HQ5D,S`MLJ$/!E#:(A#EZV"Q$)+0H?&^*&IL:M+#N.!]G M3]D+7E9PWRT>[\XZV`_W6#R"T6`/6(6`%X8I:+RUYI;@DAY.-8J$G`7CR2@, MZ$B28(0T7$K"B(S(A(A(WV=FD,^-RB"M`'$:*92>W/4:)SF'TT!P.:6F.>CR MH316L$&*;YBX9!A-_5R3!=*S#E0WU=PA)ZD61+I2-5YQ0SW(#;6@= M*YLFH!LK&]*187,>:1L'U$SC03ADS*47Y0L+,CUBZ*C#P9VRP8D:5;X.(4^] M*.%9V?C':2P;WJFR:0RZL;+A'5DVYY&V<4`Y*!N8+>VP&-@;%/"BM%GC6]=0 M?V<0)[J&JRYTC5><1M<(VKFN:0*ZL:[!B:[)JEA_NN8DTC8.*$["P]PX46Z5 MC0;37QW\WGU[;?Q[_^KY0C> MFM/_9^_:FMO&F>Q_^=Y30P+@;2H[5;8B)]YR(I>MG:G=-UB$94XH0$.*B36_ M?@'>=+%C4;9D-0%434T2BY)MG(-&=Z/[-$'XXV^KMS4?_-O&)W^KK[:/BCYN/88^H!=]='QVD,??UO[\(^_U0ORJM7! M$%<'=UL=?/35:;QY4*M#/CA!)^XXT0?L'),[$%<'=UL=?,S5V4AQ@UH=20K2 MC3O^<5<'0UP=W&UU\#%79Z/P`]3JJ*7IQAU\-*N\48(':G5PM]7!1UR='472 MQUXNM2)LJJJ___CX>)>EYRGR219?&6S._GQ<2)?S1/!_^L_,4M^OV)3 MF@[+G^;L,*T$S#+Y*8.J0\DXS-;%/D%AUL#3 MRNE]8G>+\7+.-M%KIMZP_%:D<2D#O=)]'HL;-J_5H$U#=D.-&R2RPS29)DK+ M=<%FH^QS)HKYA!/:UL["]&;!?3FE!.00-^P5*Y"+`WM8CG.*,_I MI-+S6ZZ_LN4$?:63U3AUEE^EIOD_F\-\M`!V?0J0H6A6$ZMZCV;SGJ^4TVEI M=TW#+K%#OW@1O>]!;+6IO&([KTSY!XK@:_;D"\B;)OZ_L MZE?I(D_E/E0'9GXV^:=(U-`^40H=G2W6]/1-A+:>:=MS:&L_Z$8-LC%NCV[, M<08)Y.U"+H)Z3Z66I+()@JMH9,OB/C__V50\'8*`9?;VQ'.MF,)0#/W("\-> M8WC#%C3A*TDSTX#T_*#(!-4.=B:J8 M84FJ+TE1Z#H(J-/S,DG;R^MB4=V367IJ2,\`!VXO#_LV/J9I:OFI"S\]:2V5 MT#Y$/N[%"W-3XA60)/10`-2P[`"R?;D:K*C4=W/5'&-J@%A=7/6C#N0-MKO[ MEK55*>]+.R_RD?PW1A$*+`WWI^'&MU.3Y&DZS%7F6GUA5>^H?K)Z;-'RG.8L MMML`X#;`KG32W[WX_]!K-;5UPQ#K`&<=[+=>(69A3)XZJ7 M,`\?I=W-;^<9H_%J[(JQ,#I^OZWP]EVOW9HN\MQ^8]K!`AN*K2,/UWZ?KEL9 M=..W*\;8=?0*^[8O26R\!8EFVB;=CD0[FV33B/8:)ME.3WN;5`/%=H/8K"N. M"`6^7H>SVI_61H#BEK:.X"&Y9KT_C;BNH?=W(JY;EP\(Q5$41FX_7;ZS*>.3 MI9+F,KU32]HC!%5FX`40M^V&;;NKP/1QV+_[ER>:>:N[46.!]$(,M,.G`Y!- MU\%->8!/OBN]@<1,/(GKJ1:$P",AT,NS:E)#JSH@\:*;"H9M7N2,QP.1IJST MD08B-Q9-C#`T;=_.:%[RO)">[L2X.\\:.Q0Z?E^Q&_U@V0.CNR)\3:$C7ACT M=MLUKNF_Y=<--9PJV(B`!ALO(M@\-%H\L&SX.)=O-M1^*L&=`)A.^EX0JM3- M*$NF":>5&V.X:XH"ESA`0XU.@([9Y(&+5$R72C!K;F)%K4.PKV0A'#\"FH\; MR#-/I$E4TY^+&.N/':;)K-Z=A@(9N`XJ[PI\')71H_P3Z!;=!>Q(KI-\ MC4]OJX\^6)%(:Q7.BSSAJJR^_@8KGVL@LHSE<\'5;WJ=B;B86%(UI"*81%"[ M92"3:I6;K"]=S^)CR9%3-3L?(B`E3P]#FL MZ*/)6&&"@>8YGL'J+Z;*Y5A\]D,:Y:E183&L888@EL=;F]Z\-LS0102:WO(O MI^%=L*^4G:!(#C"^2IX6VJ&X-[YKF;(?ZANKV3P=ZK'U@]2.BS4) M:)6\QD`/VSV`?CH%6NU=%H^RTTV#AHDZ5@DQ#T>HO+H(78_@LII2_@>3!B.R;D''.IX*-?XKQ@RARRF-I[L<_Y=MVN=*=?YI& M!EP5XCY)<*S_2.H!D\EE,)ETP[5IL`M1Y`&M-=NW[>PO&68K5)MQFJ:=_CWH MF83?20@96$*<4!-@5\$V_U[U3#S9O:UO9RC:V`LC/=$VVSY#UH!Y+;#O)PH# M&%@4^0'1!-@RNOXIHVZ6F8JF'V%7`\]XE33E9YB%Y?SU\#.0%9PR2?F M9;7FIGK]LWHB:\\++GTG)6QOKK\41H$'?#1R4VNQG:8XU5!DF#B6!`55'I#FT=O9CIZ3:S2P,/`_5TN\TNO1(\%KSLI[J306E9 MO\CB4HGC\GQT8QJLJNY=S9\/O!#H_ORE]-DGED^RI+PV5*\-Y)>F(EL+96Z+ MNS8\-?#RO\:6J+9'H.[1Z[']ZT&D713V-`55R26"+=)Y-:B?6)KP?PKE)'/E M.[%)*O(B,\YI\HE3%G-@'P/UA]M&P*K\2E6X"L[:1L`VNHGCI"J^NJ9)?"DA MGR<+FIJ*IT,0T#W;$4^E!B'X[4),OAN*H1]YT!IU]L3PABUHPED\I!E7=72F M`5EK:P<8(^L!OX/T=OQW(5]J:JCJ-YK*.A*Z/K:L.SKK+I+'*J@WN6&CD58' M?.V\!Z3VQKD6P`W<2F8,ZIW6F@#N54+ODE0Y(T]%<)O7$I:/A8%!00,DX,NK M;D#:*ZQ6E]IW(Z>::E&ERWWD1`%0T[O[WF-`T[1JRY"F>5VS^J)8%-E.C(\Q M3V/[9NU7A\+&6U:W;U]8&I\OFZK_YE<:EK!8QK:,!=I!M)NQU\7"$M8LPGK$ MP01H5FTW8;?Z%P=R=3(ZV57(8XG:0Z(2=74.U&7?3=1AD8E8I"G-*ENZS5AK M6W6DK.]Y&&APLC]ERUI)RU>-^8H#AWA`;V=V\W6<,9H7V?(9MEJR:DA63(C7 M6^-:.ZZ*&9:D&I/4C:)^UGL^M:C6936`L"AT'=3+**MM"6IR6):>&M(SP('; MRVQ56P+67@I8?NK"3YA\M+PX'2\\>8JZ0&=7[,4+'XEY-\-+2ZH^F/[(??T!MO=?S MLY;G-&>[QAG;;7"*;:`Z\")BM\%1M\'Y;DU?R_[W8[_![-855XP#J%,N]\'U M93%X"S.*Y''52YB'CQ,U9W2>,1JO9HL:"Z/C]]L*;_<)V*WI(L_M-Z8=++"A MV#KR<.WWZ;J503=^NT)6,ML+4D-ES!H454NL5L'[?FVQ-FI^7YIIFSH]$NUL MJE0CVFN8*CT][6UJ%!3;#6*SKC@B%/AZ'-@[+I'<+QCCQB,J]V@(M!1EWRUJ-)K(1>H`1;X/ M5"YNY=VL8-SI=1L'H^NI=J_`(R'00H5JR[7B]M+/J88?KN2FF^SE&8\'(DU9 M&BT/'[BMWH!\L>&-V5A],4.N*% M8&!'!YJ'1XH%EP\>Y?+.A]E,)XT/5+^X$ MH?)(1UDR33BMW!AS4SHUH"YQ@*;H.@$Z9I,'+E(Q7:JY3',3NQ>0/!O5I:?O M(K*F+@JX\GVEA7.^_$:5>M@+FLU==^@!E&'N*J4 M@)]P&HA"7%#QENQ2%;'[K""QR96RF_ATZQ*^F[F#< M.Q8-,A8GB]LBR7-VD63YXESD"\$;K`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`AW5.:7A=W\IVC^WNY3'QZS%U-'RU3;$QCZ71(.MF8QE+GM=2Q M,8VESINH8V,:2YP]B`.3*!:K;:PPP6[%$:TPZSJLB)!&&&@@T7V MZ'TJ6_A$EHF?"9^>3ML)(M`]F"`#?ZX*8&!1Y`<$F)/S6F#+C?LS2Q;';4B" MC*8?81=H2GH?-%?W#5Q&9QVR0MKA&4:!5W8Q1R[4Y%X3::QN&#;!*S,VYW3R MG<6K^ACC<*QT-WT'(:`YMCV5+\\F_Q1)QF+I(-W2E'7/_&L*K7FW@)H"J2.R92B>#D'`TGI[XJD4A@6_78C)+N$- M73'T(P]:-\">&-ZP!4TXBX@'`E0G8>WN^"JA=TFJT'PZ MT+-Y3<8F8V&@56V`!!QH=@/2AIMM28?O1DXU#[QR;7WD1$$O7=M25(2F:96M MST=\??[N1:&$_`]6VK%7P=MF%+P91LGSH`ZD?E$C]X6E\?GR3YHEJC6H^96J M.R;+V):QP"X#NS/VNEA8PII%6(\XF``-2W83]LD(%"7^-CE8*:8E*ARB$I7F M`NJR[R;JL,A$+-*49I4MW6:LM:TZ4M;W/`PT.-F?LHHBN>6KQGS%@4,\H.FM MW7P=9XSF1;9\AJV6K!J2%1/B]=:XUHZK8H8EJ<8D=:.HGW>S3RVJ=5D-("P* M70?U,LIJJ]N;'):EIX;T#'#@]C);U=ZAMY<"EI_]YZ=Y.@B:`DE"#P5`#Y'"]`;;/G!)@#;;7#`;8!=Z;@3NPV.N@W.=X\SM.Q_ M/_8;S&Y=<<4X@#H"ZW!:4Q9FPS3I](71\?MMA;?KP>W6M&I_^F+KR,.UWZ?K M5@;=^.V*,78=O<*^[4L2&V]!HIFV2;R;P6U'J3A&+-LMKI.,Q9(+X3:>M\!R'4EDRLQ^:YD M[!(S\22NIZK6`X^$0.];+OE$S%@K9B?QHIOS#MI0^HS'`Y&FK#Q6!R(W%DV, M,+1Y,9W1O.1YD:GQ\H9BAT+'[RMVHQ\L>V!T5U"H*73$"X/>;KO&-?VW_+JA MAE/&RR@"JH#^(H+-0Z/%`\N&CW/Y9D/MI])QA2JWUPE"%>V/LF2:<%JY,8:[ MIBAPB0,TU.@$Z)A-'KA(Q72I=)CG)A9A(GDVJ@R\[R*R)H8%N(!OU;I]OOQ& ME=C%"Q*#77?H`84X;`5A)[(91"[M<'0DA$I^Q/$CH#@.I*,LTB0NC;X:SOA< MFJG^V&&:S.HCW5`@`]>IK+^/HS+E)/\$>J[O`G8DUTF^QJ>WU4B]4V5EY$0NNHOI(Z]-%2QSJJECIOI(YU5"UQ7D<O MTRGN..+N\Q2]4+B+7NUCQZ(7=B+L`-Q[T0?L[-Y[ M]6/'VWL^BI[N/9A[#1:Y_0\HZD#NZK'CX8<<;&VGAK83?7!P!WI5CQW/=H8N M!F@[PP_NSL5I'SO>XLC_U6UF0:CDP8(PER!H`9=#?+=*+6)@1WJ#QS!- MILE=RI0>P2C[G(EB?B&RMGYD--]4"3P7629^JJ/^/36'3HN>APE43<`]T2O5 M`5]9@-@KR.3#4,<#[0G92S.X-4),Z;=@8*[%*Q![>LHIW%@\RHPX[;"J:/-P MA.`*K]TM5H7]&Q6U#ZK8C4J8;QE/1/9-+%C^J6#CGV+\((J<\OB,Q^.?\FU: M>)(V?]LOM+`KMY;O1A(QF&@I,.03\S('L7EJ/7N8K3TOK2>/U8&6M\91"]#" M*"B#-3]R@=Y47B2<\DE"TVVCV#Q05H]O3Y[7`YRR%\U'3A2`/:QV]:(-:)I6 M[D<^XNLS32X*)2JJ'5!`'<3=0%T7"T-P\CQ'+FU?<5H]D4L'\+:X^YM-%F/Q ME>82LV]LHYDY@VP<"0(/ZLRZW9@-BTS$(DUI5CD-V\9.)R>"^)Z'>[N[MI$J M(UL=8<*!0SQ@95W=81IGC.9%MGP&))TPPH1XO=U*M6.GP-$0&Q2Z#NKE@=0F M_9JX5BM4'+`:J-U0J7>-CD<.Y+G#W)W'Y$L_]CF1@+R;^ADLQ1__I$EY:")Z(@]D+7*`IN$Z^DHK*" MEH$G82`*D$^0[@Q<"=Y6+_[/?"RP8PW?Z6CG1QAI;_BV:8>=L8@L[4Y".^*4 M-,,^AMJATHQ#K-055'N0X*P=A]BR,8X3!2I-KVD27_(!G2<+FFH%DD,0T""] M(T@J>R)X*9FA$S!^Y$'KE]\3F!NVH#((BHS*>.39>/9:X25 M=.R"`*C_T!&KYO'/X@?+N#:5:)X?E/@0!ZKCO38ZX&M9(%,Z>Q=9J4PUV1)8 M6&L>;A_-;U3?T+ M2^/SY9__W]ZY]K:-8V'X%Q4KB;H.%@LX;C*301L'<;KSL6`LVE$KDQY*3NO] M]4M2OC=.[(SM'%('`78[L:Q8?A^2AX?G0F6A4S@7CW1I9'$=0Z#&TZFS8I!" M*!2V,7D$Z8-"7[O#^I%#,!RV-VD!(80"85M3,I!`,`2V+.$$R0-#GI]EQ%J? MS.;>[E!!PLB#&GOYK*56L.IB9N12 M]Q^8HK2]86/#;02/5:(L-==G!!QWF,SCM5O8(KX2H_-&U9?\X$8,VU< ML+RZ*H8U8_RV:;*IYD>79(I(G`(U_0Z4Z=X]B915;E(&"-1PL6L^%')L9CPU M`ZJI;23DK#?4I?+G&6QK,V"G'C=Y'XO&B`Z6[58_'FP_7N,IN5;F^$^6WXOK MJIHNFP7_&D+K5I&FN3J`/5Z'J>-8G1FUTXUT+$02!#'V4'JK\](8E9R67ZO=@LL485LGA.A0B'3OE"!9RPH,4O4#$Z*7%5NN MYTO)YNT[^.B.#5CQ1%_/8CI%2M6Z1Z-?L\D7)WJ>[L`G3!.PX2UVXF/RD%TF M)HE]G'".2 M`62RQ^T'Z#QYY`C.$IPF7,]N<,Z1@(O(K)`QB21N(//VK!*$Z*T0>8DI!I_& M,5`G:E=,-183*FL%S7CC!)U_[PU[WTOZ*,;4)3EB$L1`ZQ_MEN/NH5HUB[GF M`Z<$"9($:-;X;D&N*.<%^TS9HND+E=^9*SNU1I>(>%"KU>W6Y4:,I]*I^2I4 M0E@W/#ZR::T_CUY&7!+#SU*HC5U>F*LDRW,]63FU;'AI%@/-OMHM15=]-T)> M%?7_1DS2,N^ZT4YG(4D2QM:M&'^QLJRNJ!R)#L]ULRK*W2C*TX@2QND\;BL, M_*#I,AH#/9+?+=)G(4>4]]575K+7U#D@`F!12N;7I+N=<5O.H>$R"E:IX<.M MS[1;#1-7M?:R*_4M%II$:>+9T1OW!:/#1#CUIT55L:M"5O6%J&K!%U//73&ZBL;T-=/A]"B.R59 M;2+)*G4"/X-:E^&%A>!;[T&MT([D`S9">$%H`K&LGH";Q7D^4FY>.W'$*??$ M+%EM[9V(I=9;>@8.MV&P28\@"WP_L7WB[ZJI]N'UL`:<\4\,D=4S_K$A:OM4 MWU#A*`56"0&X]\+S0K2E[8(7DEAGP7AQ!C0Y0<*1T[#XBP* MB,9$EVLS6RXU\>MSRE3]-TQ,/M-O0FKSM6IZ2W1XWI3$7VUW5KK](=3Z/1P* MF9N*C6QH2O,P-=9'DHZ/!=`=Y:-M:[K@Q7CZVE^PDI&6-@I$&GZE`:;Z+1$@ MRL(4I^PC#E+ZTU5&<,I&&M9H:-J]121.8J#!@F\69.^_<&A#N1_J`69N]93; MP07D;HW@N'"R'^0N,`#WAP0'AG,=*#>@<`P"NP0@(0G0J'L+#7\QW<2YR1M&*K9;>3/^F3P.ZC!M!AQD@2)1G0G=R;&2MT!?UF;4#"WINP0*TR/M!X@#<2 MUA55W1OVF7PRI"%CYV9,41#[(:Z4[\/8MD.K+93A6HF,G9HQ7"V1LA-0YD=I MG.%Z^4Z4K?MSVX(8+I8(V$D!PY42$3LB8B0U!U1QZMG1C6$-L>4__U#WI'+P M./O$GEBYHQN"(:TR5Y"C$X9]&9[%"=M?_D.J$'&+$,?>G$BXLX1CXU`DVTVR ML7$FTNTPW=C5$ZEVCFIL.8H\.\4S]D-%PATD'";!Y\#'+JT"XEGBH#V&=CX. M_?/@A/[_]UK=$/'S(X[^?R3<6<+1_X]DNTDV^O^1;H?I1O\_4NTC_1YZ= MXAG]_TBX@X3#)/@<^%BEE4XUL60'=`SM`ASZY\$)_?_OM;HAXN=''/W_2+BS MA*/_'\EVDVST_R/=#M.-_G^DVCFJT?^//#O%,_K_D7`'"8=)\#GP@:_5R;6! M],QDR6>J_ITV;5ZA=;?/6?';)S:BY:7Y-%MF`I7J+FHRG5`^.QE\Y)Q"^)E9 M^GSB`4T4ZC\*6=\S.=8M^%;-:Y8O+WOQ]469?^$YDYV19,VD?B_NV&3N97)" M+B^,_9]^F*09R6#*=5D6H^*A-"7=>O)W*:83M6UQ6 M1KHMS^!*29?4BTB8`6U4=J!ZO?J1R<]J?([H2-F9E%>=>LVZW4LE`QV8X[Z+ MV?HK:P>"C"MK@PZT9$V!3E9]*@=.J)5FB;$_XLR'V@S,-/(M:'FMO@TYU>_> MM$!,B[`+.OC.\I4QXH8X29(M0D=@BK/R@ZS4T:5ECQ8P8IU0P+93^POUS\(> M;-(IBCSUU=JJT^J*ZD;4_>G#-S:H[\5G6BG-;EA=ZVZC^;?I7ET1K9+-1%_8 M*MO;8BZLTB=(XS2V59_YR'%)#R].H!IU!TUS+9KCPB2)"-#F+*]K=CF5(A=E M265C-&Q/=BX9$6$<1<3:T;6MU$:DE$LR-8%MMLKT]G`VJS0RX5FV:G1X4)9- MVC1!1C9J%%FI:F]].HUH\;%):>)8[)9G+='+]FE$TE\*_T)BZM6 MOE4G9(E#SS>RQ`1J+$2M1H1^S^7?4_6I=""*X'I8;)U(Y'FA5:'E+2WR:]ZE MDZ*FI5,B>2'4V,P]1=*3FN#]6LUO+@D39U$*=+^SIS!WK*8%9_DEE5P'ICBA MCC+7=._=1,D#-/1D(S"AQ^\8+2^KVE@`E*_BOLR6I_C)\G4CX<_I^$&XI%.< MD02H"7>`3LH^*(9"C2*ZNLHAE4(_)%#/6P]12?`G_2>UO6`&DGF/0SJ1+"$9 MT`"&-^K4&>FTAD7HET-:*<,N28#:#WMJM;C\=_'$)'?F@`A^4I0-24#G52S6 M44%^YL4)AG.].:',Q/=U2UI5>T;1SE];]E*_*T:/=;4K3/H/5N87L_]265`= MQ3M_I$LCB^L8`C6>3AVLAA1"H;"-,5U('Q3ZVAUM@QR"X;"]L40((10(VQHI MA02"(;!E<6!('ACR_"PCUOID-N<^-`-MI;`]L9;('!CFVA,$A]"]%W21FM=\ MH.'*!XGM5G&5N3IAD/D)4+/[%74N?PY85?4GR@#*K_D3)2<\$((3[42D5["K:]=KDC3I"EF6^G.$W`D2[!YUB-F[DR@'-F7E"F M+0DSD:>K5)(P\J!&Q3YK0ZLQ(_2&C76]$=97B;+(=>&O77=Q M0L1067DF!)U`#3^ZYD,AQT8GI9L29"3DK#=?>3Y??BNJJF3%:-,+^&9+J5BSM7![`'Y3!U'$LG M5#NG2)^M)T$08_77MSK#S%+(:=F5+"]J;0!5E7ZLMEFQY7J^E&Q>I96/[MB`%4_T]:R84Z3H MK._#^C6;?)DXC$^8)F##)>S$Q^2UNDQ,$OLXX1R3F`ME,@NG[.5M9@@)@@2H MO6PG,TWA2OW']3+5DW_,'F3A\K1#`I*D0`^Q[$3HEP(,#M,39&D*]7C:3GHZ M"<(Y,*D5DA8^).W4#F[4&H"-%;(?(24]4WC6.@WHNNF&HL M)KJC[0T=;QQ=\>^]8>][21_%F+HD1TR"&&@AB]URW#U4J\C^:^Y&=^&%($&2 M`$W_VRW(%>6\8)\I6U3OI_([<\70;G2)B`>U[-!N76[$>"J=FJ]")81UP^,C MF];Z\^AEQ"4QO#2+@<;:[Q:CJ[X;(:^*^G\C)FF9=]THQK^0)`ECZZ:IOUA9 M5E=4CD2'Y[K5!>5NI/0WHH1Q"O:L=;&>_6 MYT]FLAV=&BF$1)Y]_I./M/A!-_>&G;'ZB@;4K=T["?P,:IK!"^Z4;[T'-4P< M"6]KA/""$&H:\&MNQOG(N'%IWQYD@>];-S"Z15T\N+5GAUP\Y'DAVE(WQ`M) M;+I5QU#[?ZVJ?^A$^9J-GZOL,K_M95F,"TZ=29"?JY/X:F$Q'41)EC4%0C*P MH^EEM7KJ6U*O\5&_N?71#C[[B]:E%].JX+KFW/P/K->1D6HH3P373WHK13X= M.$Y*2,(,KN,:+BFK2H4=A#% M>#IVC@:8ZK=$@"@+4QR.;Z*!_G22!ICJMT0`$I(`A^-;:/B+Z8JT+.\\*>/- MC<.(#2I@4M`6(;S0T\$&<4;254!PI///@>Z&]XK&;4+9YA=>\\E4[4W9A,[T MI?T)>[7>S>&?1FV]!DSG.S3U5G7'AH]%-2B%_H1K6S$SA0R';%#W>)-*.[PJ MGM@MD_KM"JM._J1]+]U'#:##C)$D2C*@)\5O9JS0Z:O-VH"$O3=A@5IE+"A\ M?@AA75'5O>&R5CTR=F[&%`6Q'^)*^3Z,W?]0;YRUCS)<*Y&Q4S.&JR52=@+* M_"B-,UPOWXDRQMN'&"Z6"-A)`<.5$A$[(F(D-0=4<>K949%A#;%52U=U3RH' MC[-/[(F5.RHB&-(JFD^S9290J>YRZI9LP3F% M\#.S]/G$`QJFV'\4LKYG+D%+\ M4,MN9:3;\IVLE'1!O20+B58OBK(0J'IWK%068WZK>X[<2\HK:CH15!>S]5?6 MO+F,JXF0#CX)RIO$=U9]*D_7P^J<:J598J;&.(/:JN>JX)0/"EI>JV]#3O6[ M-R='4WKW@@Z^LWPU3SHA3AQZOJE]&Q.HZ]:BF\/EWU/UJ;31(#A;=G-82I3G MA1YBM+RE17[-%VWA7!+)"Z'NH_<426^?!>_7:B?MDC!Q%J5`MX=["G/':EIP MEE]2R;41X80Z377WV,^\V!P:I$F2+0Z`8:JUM5B)=GN8]CWV?*SN_Z$6K MS96J,U!H298KFU.?:"Q>6];ON=.%RJO-M]0K7P4K\XO9?ZDLJ+9VYX_4;!H= MIK`YI+65PO,=S2)]IZ`O3)((:KO&U^F[G$J1B[*DLIGUMC'$6=`:#N,H(D`W MA8=SJ'6O$$+;("1J7Q4!-=]?A_!>FL.WV3,((H&V$&CBFFPE\#S13$C>2O[:I4V?J`&CY7:;(R<%D3C-((10GP+4JQ?$FQ[[7)' MG"!+,PN:A#PG3F>D`\]US*)CD3=S99),_<8Z91:7+(:.D[%1"X5T.HNU"KT] M@\4.D;R0Q-J#X,49T`FN*W@ERB(W[8;6V@MM*#2_[659C`M.]]C46:5.HO9! MIL!03#*]+=+_#W1(O:963WU+ZC4^ZC>W/IJ7<1FI=3&M"JZM^_D?6*V%72'5 M4)X(KI_T5HI\.G"AT8=A;$C>^Y"'`43(W-F9PP`B MA.[4T&$`$61U,$C%,L$P2`6P.!@*`5\A#(4`*A*DL[&3/W/H9<2#]F9RVH*F\-@FIV:;P&.;G)IM`H]M7SZI_WDFGF'S@I-9<882/STI)1YY MGA(L=FHU-=X)YQ:BJ%D4JH\"HJE)HBS6U(1)&OST29"1%.B6^H[RT98PGPM> MC*?C8X&@6,P+/II'0,XN9BL4-(8]SFY%H0#Y(:Z*)W;+Y$`]06]H0C@>19DS M6361!2"DJP4HR.(D!.HZ M?0X4^O.8H!RZQ!F/^@]9Z,P.EZ&(,^);M+Z\'Q2KC\#IB)TT6?L]L6@6%=U7 MP0<6JGX^+/9<5-JXE-AI<[P+'N[;'%[FI5X(RAWD91^\](,7'O+,4UXT#UQ4 M(@S\Y.N7_L?E(XV;SFC_F;_VFWKMW_]:_+*YF7[_UIVJ1RI9]O67=^M?[O'>M:?XJA[ZZ]9GR16T.5M]=_I]-].QSG03JX&WSY,WW^OS[S>W M_7.4_, MVW$O\]J.NS3C6?WC_U!+`P04````"`!/8V)&?8[K-"@\``!>RP,`%``<`'!M M="TR,#$T,3(S,5]C86PN>&UL550)``-%G?1419WT5'5X"P`!!"4.```$.0$` M`.U]:W/DN)'@]XW8_Z#KB[C8B[A^C]>>"<]NZ-4>W7:KY))ZQKXO&Q0+544W MBZP!24GE7W\)\`&R")`@"1"`U!_L'DD@D)E()#(3^?CS?S[MPI,'A),@CGY^ M]?[-NUWYU=6K__R/?_V7/_^/UZ]/ELN3BSB*4!BB MP\G??!0B[*7HY,Y[BJ-X=S@Y]T(_"[T49COY'$3?[KT$_9\3\O^K$_C5W\Z6 MGT\^O'E_3#N_=_>/WNP^L/?[I[]_&G'W[\Z>.'_U\/.-ALTY-_\_\W#'[WA]?PQ<>3Y9OEFQJ._^OD-HX2&+W;>]'AY#0,3Y;D MJ^1DB1*$']#J33%I6*![`A2-DI]?U3!\NL?AFQAOWL(R']^6`U_]Z[^DJ"Q@>/'\OA[]_^[)^^__''']_2O^:CD^"G MA,[R.?8IE20`/!&.(#^]+H>])K]Z_?[#ZX_OWSPEJU?_01;\,XY#M$3K$PK# M3^EACWY^E02[?8A>%;_;8K3^^=5^EQ+"__#^0_[Y_[R(_6R'(L!T=1FE07JX MBM8QWE&@7YV0:;\NKQK0[U$4'7:>_QJC(*4LE!;\^)8,?]LYX]N)X"[AP_^^ M38'ER!*+]:<@@CT*O/`F3@*RPM?(#[TD"=8!6KV^17Z&X=,P4["N)?C?>!B-W%Y%BZ=;E`:^%RJGR!7(TQV:C%LQC6KH;K>`_#8.5R!J M+W_/X'2<1JL%$`,3F0=_0E$2/"!%2`Q;S2BN:CAR^)+:^/#<2[:?PO@QN8I6 M`49^>H'VY)BHED2RZTS%[R)(_#!.,HP6>.-%P3_IO$!>6"A(%NL;##+G,:@#49I3=+%>!LFWY),7X%^],$.+]9<8IQMO@S[' M7I0`A,O+Q4V&_2W9"."X,"-J7OF;Y&L$3/HIQH\>7I6_/-U@1+G28+@#^6,4\EI%S)Z-PE^E\1A0#35575TDE+(`W;5(=)!U0&KJR/# M;;")X![VO2@]]7U0WPG5;P`,'RYD+>=SQ(KJT+W#P*:>3T7=;T&Z7:*0D!M$ M/%%`OG@1L#(A^R>D"?OI`,Q%C-MLM_/P`8YX':C+)\`U(=Q8C/X<>/=!"#>H M7LH,AF8VGJD)P%LP/8&-06P98!UY..;G(!YLA,,O/1Q-OZ(403$76TZ.0B M0W?QZ7H-^@^,F@MMP>+JB$!N9Q"]R0W"U&U3K4PL>Q]4OXL@S`"PXW%3\1^] MKCK4J:;BA8@8UK]Z&'3;$%U%*8(+*:4^\\9%55J'9RA]1"@J'D?@4[J3:_B* MB._RAZ0POM`*['&ZR%2"S0SMO&36(E?'+ZP.^6N4$@.\YJ6_BI(4TZ<9MEV+ M]3HI!UX@'#P`&`\H]\Y,I8("".8FQS$`Q#D3AT0^8B_\!86KL\,Y95>\!W$Y M60_1`]1<1/.W:)6%2+2%IT&-0S5#[M5[R30?/'/?5H.!!9AE;3H16'9DK M_[46J=XSNP8T*EI79*W\QU?P3_(%>63\ZC1EGOMH2=Y=,>P??2%1AK0*6'22 MZ'SK11NB6C2@^9K`XI_1`PH_7D7[+$WTTVY8\\U>;NE9ZI&4"=A?NJ/^6/9.2Q[!QVF?CA0%[& MJRDO^RH!L$5:7<<1MDA@M<'12:B[./7"OWA!E'R.0;5+0"+$FRCX)UHMHES7 MXP"9S$(T=:!I(.!?,X]8453YJ"#^+W3()>M7^D1-!A:OL,=OV8V?NY^N:\@I MH[$9Z'7R\1'P%PATNUU`O">UB(++VUOU;"J]\HQ<^#6*[TFP:F[U<_>T=`8L M02!]COUOY_%N%U!/L[JCK`D\#80$H$"D9#MZ37?NY)?;)3#U7;!#!$A0PKVP M$$Q*E1%E`,W(=2V`ZR*$0)F`R49!;AR<]8D,S.H`S"R@_LLQZ]P MG":2LTS=BWF!G9W(6AP"D]961P+FB.'Y:SC>PZ9OIC"VOGAX$T1%\"A5]S`8 M#^2!B/RV-0?7^S.5H!9A,M?VL/>VXHGY"E3HG%MRJ[?N:#N/26BA/UU)T`+3 M7"33":*.=T#.C\VPWJIGK\;QV36T> MBP!-:4?#$!DQF^_%)E2LV2`U7&IX:Q0A\+J;26C4X,Q.JFSLX=@7`V/W-+`35 M`+9Z@5*E-N05$5CZP^TR.?/4>9RDLZ+>7'D^ M]$LEI/1RTH!=`DGA'KU\`IT%/C-')@40SD?.:Y2VTH=T$XB[ICJ4$P16%+^CK4@D.-PFV M\PN5UJ!JT)P@H#;;6BN<9D+A(1.OP%U$B M(BQ%36'BW9-/HQ_((K:,J$&K:4=1D6ZH95=KJI%#4%ML)TS;+&"RR6!QW3I:NR4;GG&*ZYWSR, M2<`8:CL;1LPQ.=G3$-@J2V95X9TT5XM6;D*13RN)Y`#6S(PRX"/S0J*#*`Q= M50:'PC):[8*"6FIG22ZC-".11/4I-'5( MFG]10`CII31P!"M[DK2I7?NCLOV67E`ILBW?JU9G\/`%%0LQ6@^4B%$4)528 MW(2>IK(R@]>;!=6*VDM$HCE\4HV1C/X:!55]'WKML.^*TB\:Z3$!*(4%74FA MG[+,#2O,4/_MY.*M$DNH0RB7C7?>$ZJ5`8`?SX&TH#$@7#U"U2-[)B,Y=ED] MB!_KF-7?"H*?H0BM@\G^P#%+:D&8!'J#KDCJ%#7"M&YP_!"0O@:@$]2&*\1[ MZ,I:T">+QE%>6;:^\`5:(TS#'G2@/F15[6C7?GWC'8AK01.FG(7TGN$6.7D9 M$#I.LMS"6I#7HIKTSJ]0%4&;TI0M$E-JZ^C1NX:O.!.ZE:_IEV"S#6D8Q-FA M*$X?;8I/M:(O!X%*WA!NVF'XDSVF)93#LSKR0](JZW2(%A?,&KC8CFNWV!=IQY2QI"&%E M32)&KJI22M\GZ/<,%KA\T)91*;>(DK8[]#WP+FX7^DGJ36-8'XX\6J+>.H97 M)2AAN-RAI_0LC/UOXX@R(WR.T;/L#V([72LX-=.WD25#DF-FX$&I-2W`^XX8 MVLHY9<#*FFG0V4!'V^Y+KJH9]UH1\D.]0/D,[#]D:7NHH.Y>C968D7=NF%59YOG)-:G0DLN:P?V M>C9_V.*:*5%%0S-.U+?[W8N9Q%3/3LLLJ5M7]Y(M^1\)5'L`B9.[W&^W,4[O M$-[5`G;TF2PC0-!,E488&BGN7>:=GQW(KV:X[T9`8!U-]!R:T7!HI@\K.E:O M-1:M?D&K#9'E52>V&;AG$BP6TTD/1RF`:,ZS5TM1FEL0]2QM#Q5F$#U2`,Q) M$>EJ/G-SS23`7*'@#!RG`#SM/J_R,EX\1FBET)VKS8;KZ&)+ MLSA\M4#I)&UU2[D=5>V:\`"56MH8&>J\PZ?4UTX.7GS,;,88MKID2 M4F519C@KH^&PE#YZ6&NE;3C*MD>9$9-(D)D%A+ M(ST<,QD>W3$7M2(J7953Y@@]F0"*O532%+@R&2#M\@OK-]'TE^/9P:"C(;#4OIHYAD/B'8*57%?I&'O?4K:97OX&TK)\KEXS#MI%1TC MB]XT=]AC!;1G82Y-<#I*7UULJA5:.]X<#+TV:(_X8I6CUO7B5T6""ND.DK"R M6C?>06^\Z51P[*:6IA`Y)4#ICMHG%ZQ>CVR.Y-]!B]M$"4U9#"-`T'[C M%?6"9M$*.M8RB*>NV[EW1=TV>U[T9XGVI.=4M)G#6I=8TCS6>C9KJ*]Z#VJT_$&0.$_I?\O)`33](MUHWZ3XLH/,Q3Y&4R2/9335NH MA"+`=.MV1R6W].FQPH4*#'TO](D``P)]!GP:F,)8!`1=E;B2M8;5&(M]FG#G M1:M+VARK7E`L7__M$0`S0%51IU93ZB9.:,VSKY$?>DD2K`.T>LU\CM3S410A M)87`*90`)U"R`1O\3.Z")G,4H#W=X_#-VDONW\1X\S9+7F\\;_^6<,U;%*9) M^1O*1Z_?O7]=<%+QZ_\NY&59QQCL;O@-SE"]?L!YA@F'P]^NX\C/?RAA";U[ M%/[\:O)T;\W@3D!K5,86874\T`B\506]&R\`:`K5@+R'QQ%]"!;!W__A,'Q: M@@E^\=\=D8(LQH/U)V]`.OQ[(QM`GP1$1,[_:`ZNGCAO]E\5-3LQ&3&=`B:2 M##+CL(_LER8VB!@\`F+3/QF!B9U^WHD4#C,#:R-850AJ@-N%_V>&.D.?<+P[7:]IQPTQQ*UQAJ"]BRL8!FA2$A\J$+>73SY* MDML]1MZ*O9=SI*M@H`F2UJRPJO0&S78NG2)5]DJN3!`E]$BUR%_\4Y$VHG,E M$Q0KXW,*K?R\D_$$@TW"O40^`NES'XHVBC/0!+S]8M2T\*RM3S*Y6L&C_6#S M/U,@B@9TL&])IZ$MYN(F,3SLERO#?[8> MJ"@]""D^O'OW\6TQXFU">IV1V5X'*=J5WZ]QO&NYKLO%XB/OY$F,@4=_?O7^ MS;OW[]Z].GE$I!P/_1E^VN,@!C/W\/.K#Z].L@1@BO?Y8X.M2/&E"D/RPW-` M4HN7A-'HXW.@D;1EP/#^X3GAS3%(&:9_`R+O+4/R3RRB* MWUP8@C\^!P3EC,T*Z?=.W]**_`R,&L_B.C^VV!AZ3M_$`K.98?']C*YU3@@XP_-Y7-B2[X`,;3"T2;FS>U--:\417R'QVZ MPN30;4:QY0O06I0$`:D5";J[?F\BO M)556/\<)")C^$";^6!.Q,0P2VE*^Z-AU+0P5$X\WDS9`=IO`0[SN>8'H#`XR MX]`SM(XQJEE]ET\I]N"L`L/CPQ6P34(L7_@2.`G@VY3'6X"_SA7-41#@+.JO MG:$(%*EN[-NC3::,%*`((6Z.,@EI3KT"$O$1$PXW#WO!Y=%&"G0VVD@"C'4.-)*9X$=@?Q3YVP\P=:@)FD#CLLA,` MVQRC@!EAPB5*,@!OL9;J+"V([7MM.MVYK@^?+:FGW3@:'C\&\4L8$KDW+-YNK MI#7QU'B*G/2>2Y*,XQ(1!#M9SB)"1;-\`Y"T4)V,0^Y$OMNB=#(R60I?OC7J M9)RR%+YMI=O)N&4Y7A9XO9R,39;"^,@T=3(2^=C4JN/7\4+C9)(F#U>Q']+) M?,RN[10KJ4ZF(\IQKB#]^IFF7A@,D M:".V1J!=V8&+U+6'/X$\"AY0/8[")8CMBT@I6Z`D5]$*#HR?7J`]";*QHR0\ M1O2,[4BGIG]22!9K4@^!9DP`G6\PV@79+NF/:1DYF8IRY"2TWPM)\\&$-%2A MFN]=/*`RV=`95`)=*@2+2+I$J_RW*@!M;.3Y-#20-6@G5Q_L,$F8 MNDJ2C&3W4EKRH)\VH0*4BJCI"H:2C"0UJ,A,/NZ7W5DA<=I\W\.^1@0M`9\G MZ`(5_TH6BN[_S@9LKB*9C#5)%"4GLP/O9FZ:/(K'W]F!37^WD>YO[,#BBX?! M)"]TEF21I0GIQM,5`B8_@QT84E6R2:;FI,Q7)@OS5M`L MB3CT9:=E)+:)#KG8KIH/LI!;1@4E#A720G51-#*), M+D?GT.\!F\\N8!/TY[(G*RN>P4IN<@ZJ*+AO^$2&\87#Z".THB$D`PHU#YG! M,(:TRL\CR7&K'AO[D>)]9!*/Q;K/_2+SA6$,`B+VHY4$Y-5(LQ#3S/5A1.=\ M8A('L)US67OZX`4A<1(4%7)9WF='+[:ALUB!*;U&BEK`0E?KT*^MP$QL)\EB MUS&#`H6!+]$VC9`M%J0E_< MZ&E4@%_3)3KJ%_`@EOS24&9(!9M<$\RN+TQC4%YN"[K_BW5G>PR)#Q6SS1+M M<^9=K+\F=\15EN%#(41XC7+DOS5->'KK+?<^[Z>BIM*+1 M*G=[3B3K.O!%]^#(F6PX0DU89305^0FT;U)]M8YWPPD3V;5%\BK]D"GLP)&^ MH_7VR^S_3@/3)32T(-6*YO'DO/4!&R5>6"CO%:,UQS* MWU1+MQ$F`Z-:(Q??\DH3NME-TA)@Q',HN5\?RPVFVA]?+,N-\4LPNOWIQ=)- M^D66$Y%,I/48S@CDD/]3330J"OJC]'HPW=&ZHE)8+1R MWQQ2PD^\B$9&I!]>-D/UQ`PS.KU,S;TSHI<1Q[$:BPK2?01,U!]:+VC)^6*( M-C!V2]"S\\60:W1PMZ#IYXLAW+38)B=;B6K@NK$A>D[V)%7,?)*1\8)&IB_Z MH';%Z#C9#G2&"T&4`R/H'_IB^&ML6+63C4?5'DL%X2].=BI62\6A<0^,9.Z_ ML2E@O-[H-D:O[R;"T(QV1KL7;"4,CKIE5'L&CVL*KU1.W#H]DS>*4;6/;I*#BO7KF( M54]WGY4F4$6J\#/T4%$$6-.9X420<4,-;T%#O99%K8B5Q M08N^%T7"H:7NG6PJHY9FXGJ.@DXT+^90EC,.*\_K9',;Y2REJ"7.B^,U4<+; MM*8ZSX8\0TJ)"=HZOQB6&E_+3-#+]$51;F)>M*`]ZHLAX9B*.DZV6%5\7D=6 M]'&R8ZM:TDFUA!#T>7UQQU*B19"@4^R+)Y6H(PJCUS.(.U-*+[E^32QNS_TX M-*7D:[5]8I1ZT;9`3TLI1J4Q\68FNF(2OWP8)QE&"[SQHL(5",<%[,$`3.F; MNKJY6@4YP%?1.L8Y^+DK+!+C! M#S/R]%=%D'0^WR7@GC:L9A74.Y578$L%=+7&08UOT[\JK):A5V M!GRLH""0B,S5:5K1R*VM M@!]*NVR(`'4JM$$/C43"31#3X#!IU)S$'C8;=OD)`A^^$[F;3X>1=DP4OGTZ M+?PN`6JNR`MSU':F&NDC5P"O5@EQM7>YOK!Y3WD5$EB<\"3#T:NE-.:HJ#B,#=]^>K)E:" MZG1''_&/7Z.GGZO\O7<#Q*V7#"1*6Q$PP#E6_=^8L%>;M#DGIR,B"4/7<7Y4 MA"V4)3XT;G_S-Z-SJ`*A2^_[\L@5\W9+W+XOE'1>J5D68B;E#E.P_%?`C)9` M&=ZH2OI3H_)8_APUTC2XW.KDA32,`%+GQ*GWH_%TD#\;3KWUC"<(7U9->XUQ M!GD)U4*0>>J$YD:<6H!/Q*BV_>="6R.BG5P(6^.,0YE57B6'!7*-Z3" M_38.03(F5)3(X"$QB]V8%L)R,J[E/$8Z1[,.1J#SL!+609++`+2"6P'N0O9S M>3<0M+KV6L7,)BCR&[W0`3J0$&`>7&>[>X1)#12Z2;F$;%0=XF(_=!:+,&T! MU[7+P^8PG5`P1H0]P\)*4\F@1&@X6W-IW.T@Q48.&99*""&AR3EI>(Z\0^JD M&2B_>C@@")?BZ#)*@V8T M2AF:>X;21X0B4FK%BP[P*7T+6\-7).*C_"$I0F91F7MOY+'^`L&4OV=DU^A+ MW"G@M5JL;Q!LS&H1T6COW`5.KNOR3/Q3:-",GT_!$\;HQ:^#"*6'"^^0Y$'F M5Q'L"2J8@//@H6DAFTAP':>S4:&UEDE"W&T#G![NXDLBIPX$5`(HFTXE(7K7 M4O*NM_>"U9D7DF(5S9HSH'J1IWF6>5/<3A`Y7<#(CCW>(^`*I>P^R3P%2A M6+X4:&1")\U*9835P-1.V1!:#_9D[NV_2YQZ-W:+V$)*C_$;V*]^6QNI>XU2 MXOE:K(N&K@3`LLL+,QH6ZW52#F3]8(KJ/\Y@<0QYT;7+@ZWR0E)>[.QP3FT= MO"/]?:2`I-&YDLC<8''["*RR(Z&60`KHUR5[4M# M*5@5%E((,4%AR$:65&=)BU+XJEG*+,UJ"=)'V.5W!=RON1PYW7@!'$_&K;TT MFC"U84V2S_QU[Y4>IA,HWI8_2.6*YA M7)6E5G4/;O]JAGHQ/J,RM#K!C)F)YMXK`8@.VN'M5#2]V?ME&O#T9&@F4+Z& MRU3Z"Q9';JE=PQ))J^;`\26TDJUPU(-F/WT+@3`Q=L/FN[!M]];N.=[=9Z%! MW*/O7$O(=.&'+@OJ[U=]Q\FF^N]86U/GVBY3E:%!6P"187[H!3MBCVDF:N?2 MS^*BDV)9';?@"UUCJ&+:$FV$AJ)-Q62UCJ6M M4)%AWYNXUG,7804#VPG!72P>;\%+BR.O0HV>'9(:CZ("Y?SFL8VVNRTF[O_& M!#EYINKB$>1W&:]05>?+SQ]IF7)T&G-C58B[SI5,4*QNM4N?]YZ/%+!DL]9W M+V!2GZ@&J[.)1O?I&3>/D5(U)3O76J3),XKLUR8P8[4YZ;L6HW.N9`HPZOO* M""9;(/,=PKM&EV$^^+RA9FN$]>D:'>_9B:,)/8-P[N53)U-SAI&`R^!.MNX= MA+<6=4;0OO<9D4WZSA+TXWT&I)#3H03-=)\C_O+*FI/=HKT.",8/XQI(&J;Z_!\2S)SDZNHX3'\FI"M1P\H_'@5[3.X M9B?Y#15Y,TK@"RC)225Y%E^C^#X!K3!/!B#0`JPQ<"^IWQ;$1Y!37O^+%T2D M`D'>"I*TA"Q+3;P7.3CF6=R(EZAR#E-6/8?]#U+2?(@`2FMO(-C_3N?AH"F4 M-D.DZUT/@WK,#$9EU[R_G6:B3D2FR3D$8OIAP$"B>QM4Z3(OEI`YKU!G"] M"-:DZ$/D"]WH(V92+T[%RW8Y<4=,,@/HC>3'_HU0,J4QM*9L3]^,,R!53US] M#&;9C9>D%Z.0$J3,D'BUL,CBIQ_VD7[\Q#I1/&9;E5@.GMLJ M3AQ(B>GSZ=SFOL7)C7.W]2)V"PW9Z!&SZT2V4;]C"![-#^TP78<;'@([=)(Z MXZ2G?`X:RNA)C'@..=5G(-X0ROW)?LI-,[!U\YYR#:`9@XH<&BHTFE\,Q&NW0P.I/+*ZEZ(J:%R/.._J8B+PH`VX647^N M#W^LB=<$!@FM9;Q84_81U]<1CU?@("_+)^>;V/6X*1JI`(AK%CNU8.RV6)=6 M8\EV;.<*GFM#.7HJ-6C0"M7U7LCM;>T::4QP3MV!>M!@!W\[50%%%5TZCYE3 MIKT^3N&GLKGB3%3%)4(!,LU9;YMF,:1>R74<8>.I!\)\HCIT@MM;[EN%3]W- M#-ED"03.Z7J1D:5RG:WCQ5ON>P4`,SW[U/\]"S#I--IW27230<*%M=+OK>OJ[OXM0+ M:TDI)`]F$Y%60V5Z"N?F3B9?W>)J8PD7&(ZL[!JM1>K?HC0-Z:')K9[.>3R:)"SCAU>P^@F*Y#^BPN];]F'NF3 M1\L:5!?\?Z%#GN'Z-2%>BHIPQ[F7T:KQ<[?26"^B81,%1%A?H!3A74#2=6L> MG,O;6ZN@%^U?.UNYM9>E"W()LEA?P(:!3$()(HG/<`HOUVOD MIXL([H1@1W*H68(U",O3%4BL!%7/=W?;.$&U=6R@RU%.=WZI%;6I:H*#]=4( MDA0']UE.&.#;O4Z*7/\O'MX$<)CW M<1+D]13@3J7-_XU$*]GS^$BI]:VOPTM4*05(.#)G+DKX5T[IF M.O;".P[]03>%X'W7N3XFM4,\@"FXS70=2)&90(=!\D.0%>-&0Y5NS;'2\$]] M&`)87$77<0X]"[,L)SB/HQ1[OAWV:C=>UBKR34-DI*EELVW%0>DKR[R8=.$OS"NG5B53 MOY.D19(;CT0+;U$:`/[6T4?:CSGDC#CE')U(#C7,])T0Q736G9;V^]-5=/P" ME;2C^VHW'_7_@"``]>9R82I3H*JI680E+X#&N+>JE,R7"A[3N<]:I!`F6;(/ MUA$3F#"?V?*T;4/[@:YZ>!.581XR@U&38`"_U0V$0102/'E;;C0.I,R8LS'M M9=L!6=M],W%L*I"ZW=\H",V2V-@>&#J%VL@Y9Q?-G?!,EMO=LRL-ZJ(2J'.] M#O'4&>(U;69C\2?*&+P=US.1U@*OF:4W@19:*CVDT\K0V&'"5#%-U*_(+@42 M57#N81PTPG45R'_!PLRL*>C<536R_UN[>B,67CYA?\'^#Q6([/Y52%@(32PC M!XU#_J$S6+4)[3SU)4JRD)B;!.KJSY4$+5K:X.HO]>"8@1NI=G&KZ$I%9AN_ MH10236,5KE4A`XQ`RER@_-^AJ`IF,6INRCR9[N8#31^<_C)%6@S1Z3NC'_&5K'&+5-,@G5 M2FX>&R['"M(AU_[11VXE9_&KP:N;URKQP]]>T94GR?Y.UF^5IXQ"%A-4W70C MIJ=/,IQ4[V`3%") MJFY.>AUGHM*1PO^`"J`5NA%2__O_J$Y8+5(S/: M/F7U:^A'O#Q5]S0S)$\6(6ERJI$?N8X)BZ$'DUJSBR$T4CV[A91I[2HP.1-+ M_"R;440:LY"2@)YR68X$/GWP@I"4^3F+,8X?05R?>WO/;]^Z=>U4ZY;,U3KJ$-N)RM-KO/P;K,$^ MEU/1BE9O+/%@FRS[Q3-'S\ZS>L9,A%J%DL7Z;HM^]7"0%]#-*^5>DI*M!UZA M!PE))EJ'OX@-Y+E\\FD$,8'N%D5P\5S'*;*WE)$`7LE-HF.?"1K6G;1*XY%- M5>]&4G8Z&U"O*KL!E'D^*H49KKB\@C,%@%2W_LII;YH7D*K&L'/GM%L[4%I05A)/+WS-R#]@J!XON M@XNHJ\AT_?FR?[2*3CT;.)8;T%1))<-F2]#CTD?-M0%`.`GPT2]@K9/G5YHI MQ$M;5;Z$`O]P!=-U3"M\DGI/-.99@N@=&(Z830$R>491+:&HH%>]@&,:A"%Q M7IT6W:`O(YZ'>^Q,.I"@8T43;S[0>_\7@?`[")L;/A8T@^93E'Y M%-F#6>-Q#B9C9WKQ3;[KA"H.7E$;B%S-->')(;K\MRJ""*K..[DK6*CNY%H1 M+SQ@X`Q*2N;X*-BGC!^/(H=.24,A'Z$531.N;R\'_@F3F6O,I.FJK]=V&25! MG'-+ZZ;D`$'@5("Q(LVK)--`E<&Y=R.=I!JDK##*_?$[Y625:T:T/]E/-&E] MJ"2+>A'H9)"'-+VF:!].!F5(4V:P,NE6&;WQ)VN,[!+DJSOQ2@VT*%];KLC+ M>\,9UOR+JA;5_->?ZLTGSYW@.7SD/S9AU98PP/'YA%!.LN/PI9*/1*GPP^8P MB25_FT2C%%B21U-*/WNT^6CL3!:0^W,,RB/"NPMT+W*6='UA`0:T&I,@CKE\=S-,E\I!XYI+]5UV;_SW(\T@E:TR;C_!_+3NWB,-!\[ MHWFF7NP1IFX!*6YFHRV`7$*8UT>:AYA)LY)/:`+ M56[/#J(F./VJ\I395#Q5L-"W:--8MQ]T^6^-6I8"1.JQ]^.UB,J@?/_.'=]# M!T4&\@1#WX&G"4GT1YLOC!@.O#5($F.(&X#A[Y"'C+^8IW4J7?F`73H=TPX^2XU M@@,DG<5./D:-8@2^M\+)#-^)^$N[1)P*L9A$'(&?S:E(BA4]`%[-=!?>'Q6U8,R?@D])WL6A=N/PJL-T#E<:^2OK/.[[PFPD;WVS M^+XT_ECS\<>+]07"P0,P_8/P7;;K"PUAX(Q`$I'>M<$V$+-Q?4F2L_F->2P2 M!M+94=6<+V>WLE'J75.8:6*20Y#7J*RR"JDS!M2+W[:!O[W#L`-KA*^24]^G MV>:KTX3@T\1.0`*5*U@2-\21:Z+0Z_JI==)^&8@U[QYUTE`9B'>O%NJ0C=*+ MNJ28=](&D49>J>1TREJ1TT[$C-)WDSKEZ9M*C"--T^7B1KQ"SQ)5H.=5>)J- ME00QX*3/DD"=D?_>A#I7JQ$0'F[WR`_60:VG%B'Z9R]%Y-_3:'4*$BL,87O( MSY<>CD@%\[*\!G$X5M\UI)N(-#,M;H*N[(RRT\M^)\Y2[?].@:5XN5XC7YS0 ML(C:!Z]M08Z81)&1>ZP]'*TLL';[OE*8!7PT]1+YWCX%>4?R0T[7ZR`,2'VQ M-IC#OK>AA>7,_9U-8$HX5WQ>6\/<:LC),GC(D`<@O]![I7@18[K7>.%7U\D& M:`5.6?'J**2:*05.`4MSQZ;34?JV#,6=0\*KN1NMI6I?O#`3FBI041%%"5[P) M26REK07Z.F"N_$E+E*0X\$E5?#+Z:Q2D1666`ZVER+XK(RTM0(R&:13P,%0: MO[4!S#RFY,Y[`B#]+5IE1&&!'\^!TB!\X;(I-67X!G;A/J,U`FP#_;A*:/6W M,MX>16@=&&F=?IYA4H'V$UJ1I@IMD`0.MIZOC'@<XQ"R$9,&\XQ#2VH*,^F60]#I MA=R$7BDGYAJF2I^(=]+&&$V'/L'JI+4A*8::YKN<1'8R:&8"/>3DGY/Q-,,/ MBP3^#CB?1^#?RT`N-\JNV2;$$TZ<4T%A1Y4F2N4K)\YU-MR$B9)[2H('!O:2 M%!FD30HRTIDESTZ(A0&]`R8PH93PP6MNS&EY?1/IE`$@A\;@08@/F]E6BI1% M.,N#"H-RGVG[?6@"=8:L8BNEJ%?G=/6/K#L#8M14MN+,O\2%;]"3IK25!O32 M0KM]62!Q/.K',ST#T\T$Y*H%F(*)+:*'8,O&W7QJU["(2I+"7/9KBS`;*+*' MSF(1IG*"6?)CHP;5<-6\;F,I47R="KZ8CVXM'G,JL6,^.HFECI/%^O43K'T! M32LP_FP)-4B_<[2FGK0[3;'.Y^2+Q71R=0CU#P[%UTTGA(S4?IY^:6FSP,EG MF^F$&"=U1SWB6./#)S[[."+;OEC7_?:M-PSK@KKJD-=^711B-)*5Z?LX:Y*, M;YYQ!BK(].)L&8BY!E&:X$A^9-3ZI:],*'C@@-\]UJ@L$G,"5PPUD10H*)9? MS-THR_*GRYGCO*C-%L[YA4+4CZ+;>V#F8;0%6!T>_CGK_,1DU%E%UK_@=C?; MGL%6P%TC9%<6=O=75F!25?LC*3WG'L:'=5[>47I;.F:P`\..SA""P0KO]FKF M)?+"RX28,I5R*FCE+/VI%>2%_RA_5^CQ2Y0@_)"G0I$[Q@N3HHG?H?R3[':, MF]PP76K'7*ZXP+@Y[,%2\H2UOK`K:)!SG_)BQ"0WV,F7"C4T:56%=>@-HEM# M.5:,^X6[D[[+?B*,4B>08N1-Z.33LTI+',L+AQR84H:!IWX%Y1R,L9\ M`O[\.\;II.>ZG\3:)&>TH6\&((*6")8C&U$!Z";451F%7X!90JI_G1VJBZCX MU(3+YCF4).5=9LRFXF-J`Y@56*`OP/M<4:@)4K(>4R[X)0-L'IZH79^ M8@R'"H3.<$/N4!,P+]$#BC(A*_-OP[TVH M*IT%TD<5,!<3LJ]G./NOBCAPIXI[;M?^0OBO<@:=[DCK"M%VS`R%`N))]MGF M("S[I:'2_P\(2`>:8MXOFLN"QZ-4E)_/6]_0CC>=3(Q0JNJOVJS0PEY)SB2/3E3IB)QI7,E$Q3K#W(:']/$=]IT/VMSA^@K^L]9 M76/G`=$%W1"4BX@]=G+`&SZ'1L#S0'G>W2C[E4;@&`E._=^S@+RB;'&<;;8@ MWU&A,@V`6FHZ%>AL82?O$-XQ6=JE.W4.-QO_VN"+TCW2C9Z3MG$;4:WWD9-V MM8`9A@M$)TUM/O8B#?[/F$>%YQ;,,VNZ$E..GA%H3I&3/9 MG727=Q!1VG1W,CN^CWOD/6=.)K;WQ+BV'!P,28=TP(X][HC]>3M=MMM^' M]#1ZX;F7;#^%\6,M5JC*\^H99T/0TQ)MR"HQ/ERC]#>0OUMKX[/@0@!*%N5$ M70@H$P$,IWU%GLU69UY(TL9OMXBH!69RD\EE6C[#ER'#J)Z'6-3MA;]=QY&? M_R!Z!!@[G9'GC-GRLIUZ?KD('@+@SE5'$@4L2UZZ;,^=R<[@I#W3I/ MG6(G;G&@P&JJ[QOG!`H&*@"!51Q(2,NT'CBZ1AL)IFO[545;QQUJF3^A&ZUG MYB:>*!6?D4.X\PP^$]U\5X$\))KV]?LK)0+WUN M/E^1LO**M)VZ^3BUYR-?FJJJ1X'6B;O`*UIXA8)%ZYNGE4XH].`%! MY.'#%;!*0D0=:6`=AR&-),ZCQ(76JKX5[:0@C`@S`'YS`ZH\D6QIS@AY\HMB MXHU:[*5TX.`><$H%OY2']0P'SGGN&&PR&;7L!2TB7G.4^;39/GDN&FT"\FN4 MLF,G@+&T=9)Z,_A-0:;$%-"PVQ.0&\I:LYZ0.3SW5G`YQT?W6E MS@J=$TZ^R_`P[3.,G'QRD<]MYVZI0X\NO7G?[7T<\^SBD">S#,$;&&KU,EV" M&'D)ND#YOU>1S#./V&\S9C([\&X^Z,BC>/R='=A(-<'L^$:)JZV]0/GR?Q7U MG)L!']M!\&:!C&4]`/,W\\[F@BVO9!3)K6(#OG)5DP'V4DMH@,3``KI(#OI=V>[ M"$H0?%2M_!1C(*Z/T"J7*O(AB$-F,(GA8EW:NGV8U$>:A?@VC?UO5TF2D?P* M4G&O'W3.)T9PJ+%""?-PDVD"- MM4ZT(]W/S::7ZL@R_NG,J?;=:@DVT',@<.Z_&)(-=5X)G@N^TTO21^YD$L@< MY&NYVIU\'-51R(^+->=CAO\=@'@6@O'Z M$G"\@0G\J@FX7;@"?C[\FY_"99!\^%Z6%GD&C M"G,VL9KN13,U4L_M<(>]*/%\*K\=89L!X-O+/:6]>(/P[=:SG.)"8.VE+ZE8 M2)O<.,+47?#:2^7%>@TV*#-&X7*MF596$UP2='MI7U5@9!QC-\4[`;:7SL0@ M(O\C;K\'.*%Y0U*>U]AJZ@NK5Y\=R*\<$9/#L;"7L2X0!H8"@QK5"K$#:_V" M5IN&K>W(WDS!Q]Y=:G!2](YLR`'Q']J"S&+/K.S0%.7OWCXEIVF?"ZNT0 MP>H"=:'CHLEG-V,Y&SLW2'65B?&<)75WJ>)`^4W#V,O_?H/-[M@K1T:N7Q+QL4^>YLRS`,[-T)FC&Q!340X20/QB5C'=D$L"C^X@71 M(FIZY@I[%@X,T9B>.2[VLE:SXL@IJ2;3*!#DR,:,0,/F/:DU(B`J%^#SQG"U=W M>ZE\BS;D7["]2)7+:.,(L27`MI?F58/IZF^U-`"KR2X'N;V4+\O(U;N[NA(4 M)PN[O=1G#6O/O7T`X"\1M?_*7.O2-LQK`KKC+;E`B8\#FG"T6%^CQUJ0/X8) MLL@O%-@X_3M*3U?Q'A0D&Q&I2B_RCO=BW:C8N(C"@R/[HP`M>P_5<6Z9Q$[\ M^2T!XA[T`L``00E#@``!#D!``#M MO>MSW#BV)_A](N9_\'HC-G8CUN4JNWMVNN/V3$@IJ4KWVDJU)%?-G2\5%(G, M9)M)9O$A.^NO7P!\)_$D`0)(\<.]75;B<O(`T"Y/X M'V]_^N''MV]`["=!&&__\?;+X[N+Q]7M[=O_^3_^ZW_YM__CW;LW#P]OKI(X M!E$$CF_^EP\BD'HY>//D?4_B9']\0HK^_^?#C3W]]]^.'=Q_^^]./'__^ ME[_]_>.'_]UMG1R.:;C=Y6_^;___@8U__.L[V./CFX/*!>V9L'D('T!00_5(-&%;MOH$#C[!]O.QQ^?TZC'Y)T^QY. M\_%]W?#M?_TO;\K&?_^>A;T.WS[6S7]Z_[\^?WKT=V#OO0OC+/=BO]<1#4;J M^M/?_O:W]_C7;FM(1Y`WS;MD_?5]^6/9.@O_GN$Y/R4^EJD`.V^H+="_WM7- MWJ$_O?OIP[N//_WP/0O>_@\TX;^E200>P.8-IOCO^?$`_O$V"_>'"+RM_K9+ MP>8?;P_['"W37W[Z4';_/Z\2O]B#&,HEN([S,#_>QILDW6.BW[Y!PWYYN.U1 M?P!Q?-Q[_KL4A#G><'FU>=^CYN^9([Z?2.X#[/C[8PXW*)IBO;D)8[BBH1?= M)QG^:K[$?N1E6;@)0?#N$?A%"O\,LDOT!:T/Z&.#C;)QG"F8UQ+^[[T4C%Q> M19/G.Y"'OA9W213`@_GZCP)^'1=QL(;"2-$) M"7\"<1:^`$5,R,UFE%%GQ*O#B#%#YUNP>C@4G>0"'DC_8\R++`/RA M'G&J..UB1N\BP;]E210BO39H/IVL/N0A=\U'I$.J$K.K$\-CN(WA/>Q[<7[A M^U#91U*_AV3X\$+6\GV.F%$=NT\IW*:>CX^ZW\)\]P`B)&YXQ",%Y+,7PZV, MQ'X#-'$_G8"YA/%8[/=>>H2?>)>HZ^^0UPSMQJKUI]![#B-X@^J5C#0UL^V9 MS@'X"`U5N(WAL65@ZXC3,?\.(M&&=OBUE\;3KRA%5,PEEE62POOMD,"[,,[O MTR0H?&W*D$)*9M\U+77H@FBI@___9;[SAD?%7&*YC5]`EJ-SKYI:U_VLBHS9 M]\N`M+FV"&'BN9C'-FNWB8$M(4C#[/NA4@XFZ^JRT\W.Z,4>:='950&>DHO- M!NH_L-5<;%,F5R<$=#O#HS>[!REVVS0S(\O>AZK?51@5D+#3=E/Y'SVO.M:Q MIN)%`!G6OWHIU&TC.EOXRQ/<6BF7:[U9I/5 M#:]`&KY`,EY`Z9V9*@4%%,PMCE,"D',FB=#YF'K1+R`*+H\KO%W3`SPN)^LA M>HB:2VC^#@1%!&A+6)OL(?X,FA$Z?]8KONGDF=M]'2I(E%FV+2=2JT[,C?]: MRZG.&5T#&XVL&[$V_N-;^#_99^"A]L%%WGKNXP<4=TWA^N$(B3*F5="B4T2K MG1=OD6K1H^9+!B?_!%Y`]/$V/A1YIE\^8PG1()SF/[+6DWH/9_3#@Q>U"OZ7 M0Q)_]G(4K3^>1GXZZED9Y&D6]Z#TFYJ!U%EV7_-3&21#P;(57&7DAX/G91), MB>RK),"6T^HNB5.+#JPA.3H%]93D7O2S%\;9IP2J=AD\$9)M'/X)@G5J"9[4+=F)=OI'$::-F[-S,K<&=0B-[/"Y*/FK M'*>9X"A3UV)>8F<7LA:'P*2YU8F@=<20_#4$[V'?-U,96Y^]=!O&%7@4JWLI M-!Y0@`C]=3`&T?LS5:`6<3+7\K3QMBK$?`M5Z'*WE%9OU]&V2A"TT)^N)&BA M:2Z1:?F6QTRIZQ0;>=SJN@RFDS.CH%8@S:'5VL/A0BUA!4_F,$=PW-L8P9$W M210FI[95.]SU]PKA_.OM=9G'4D&6+SW_*ZBC!?%6NZ!G9N=L%ZJ?ZW%>JZ8V MCX7"IK"C0>:,F,WW8A,KUBR0FEUJ>&D4,7%FBZ+ON+.#(W7+]0"\Z#I#@8': M@+N-'T&>1U5Z':9C&$KHJ('8ZH#'\%/R<+V>*FO5Y,PL*/;N(-@5D$9VGUD$ MJH%L]0=*D]I0UD]HTQ\>'[*5EZ9A+Q2CZJ.7G-40V]`L37,4G%HE63XKZ_V9 MYV._5D)J+R<&[")**O?H]7>HL\!NYL2D@,+YQ'D'\D'ZD&X!$>=4QW+IX'I, MH@`?5>W9!&\&<*A.+,&K1&BLJ?*:GV"'A:U4PS-,O:EEJ(!$*-5ELRYR5!PH M:'+3.8-<'FL8$@I`S;L`"NDV)7I!6E6B6O43J,>(Q(DY"`97%;[`T:6:'&(2 M++.'2FM0-6E."%";;:V53L4?>NF"Q%[)CB=RO7G:`6+"RY'D&1"X2&CSD"=1 M01PFZ5V2:\J$DII+.XN"RX/;:N)QHB6V7)K`;>B7.U<.4F$/NXDDA)8,?,J`$?A1)##-<#1<D7C?*80)3"@JZH MT$]=YJ8MS-#]Z^3BK0)3J&.H/!N?O.^@4P8`_G,%10LU!I`V0:@NLF.F5(+PPCH#75%5*>H!].Z3Y.7$+V"`'6"3G.% M?,O.K(5]-&D2EY5ENQ-?@0U(,>Q!!^LRLVIGN_/G>^^(7`N:."5,I/<;'HB3 ME`&AXTL6FU@+\UI4$^[X"E41L*U-V2HQI3./'KU+?L:9V&U\3;^$VUV$81"7 MQZHX?;RMNFIE7XP"E>*(`-+F_EEX*;SYHR-4\(H(&CBG?V\(N_)R;[H(1LVJ MD.WB<"BA=5Y4EX+KK$)SKG#:39:#(C)4PB>W!=R327J$QMYO29KOM!P!HM.H M8ZQTPUA%Z6>IQ!Q04SI.<;48VA\\7:.>5,*4A MAI4]$C%R5I6G]',&_BC@!-7D"W_/+*/&_CA/*C/0Y)L_Z?1#;Y=K0J5F^O2P9E!PSPQX4FM," MOI^0H:U\ITC,K%D&S`=TM*V^X*R:>>\4(3]V"Y3/L/UEIK9'"GH^!GD"-$OD MM`B[MEU`G\@4AWI6F#>=9FZ;RN@S?-C,N0SRJ6=A!6;4K1LV=;9)3F)]*K3@ MM'9PKV?QY2;7+(D&#=WN1'VKSY[,)*=Z5EID2MVZNI?MT/\AH-H+/'%*E_OC M+DGS)Y#N.X`=?2;+"!(T2Z4'0T/%O>N\\\LC^M,,]]T("JR3B9Z/9C0=FN73 M%AWKUAJ+@U]`L$5G>?,2VPR[9Q(M%LM)SXY20-&]=,(LP5"&2]`@9FMD8'>*TQX?LWR(.7GS"8, MN(:(S:P?(_0"X%:$0_QIPSVQ9M/,JV!YD1DT MB0F46"LC/3MF,CVZ,1>=(BJLRBES0$\FD&*OE#0!5R83I/U'4_4*^*"V,VP/\8GU^TCX]7AF$,AH.BR5CS:GTA1J-,NJ M7^,(?N1-+PU@6F-,^UG@47 MGUBS!(9%D#H%*;0MO>"L5O"N9P-(S3U##A.JJM(M`#5'NIKPO);PK\F#*S>[ M=F1E73-KY1U"2,H#P&XP_.--DM8NLK)@SSQ>?R4T:<_*R?PT/)1E5.[`MT[Y MB!0R6<1^95(F^7^"_")(#E#M5Y^(,X8(_9'\LI`3Z:1;;WKUG]9Q=)RGR,MD MDNR7FC:HA"+"=.MV)R6W].FQU(DJ#KW4%V6R0]#WYS3Z(4FW[S_\^.-?WZ-_ M!4@`/_X5,^]%T=LWU89R_#\+]^ZK->]1!(SUP*K@KX!9X%X"-5T2Y M''7#[O/0FNR],!Y-:ME;)Z5XAG=[L'\&J229O:X::=S!(5*_>`;O&LG(44H: MH*(7;H8PQH7R/D'*>C3#CPS`DRBHJ49#R17G2WRK%P35^5:Y;B:^<_GU_ M?OTT-8=*IQ3;?9+AV;[$?N1E6;@)0?"N==5CAV%5NQ?5S\=$0C+A`=2C#?X; MJ5#$1<9+L_&R9[P^1?9NZWF']^BP?0^B/*O_@H_?=S_^]*XZ@*L__UZI&77Y M[XLX@'])"]`MN[$J4G0QP-_NDM@O_U'3$GG/(/K'V\G#O3?#.R*M5U">QM5I M0R/T-H4G[[T04E-IU`A&DL08/T&CG]]1CI_!?0[_\#L#8-M"H^HTS1-*Y?L; M60`<2:,)N?S1'%T7SQE^1XQ)7]/(')V<-([VOYI59W(T8C@%FUT00TK8YJ(] M32P0\F=0A(U_,D)3=7/ZE95"?E;VJM(&R;3+#/$*>/S]@QDNZ7A'&E.,'J8X MJ&Y,TBU&;:;@P&F+_X*`N+90)I\K6V-PYDAT-B/67@H'5:K]5B8H;UN$0/'P.9V:J"W"3)ON+S0:_0T6G>-#.$+5/24.#A*$DT%'!H7'] MW0=9]GA(@1>T*#+"`4%I:$*D'=]D4Y`*UP"I0P5-3F=I*R`;\\1R*'%P.D^+-? M0%2GJ!#JEW$6@]?;!&<8ZLC4C+LM%&P>D0)-L@Z:Z6.:$/V0ZJ==FA3;':02 ML'>44%^K3K5Z"C`H$W MR0\7P0O4=`=J"[F-"4&V5*"C@2*TDT9&Z"14YJ912VIJA.8Z,/D)[KA;^)]4 MBH<-C=+[Q#`)3AJ9H5-069VLGNJBEV,C,#J8H)_FN+P\GOJ^2U_WQ?>0MM-' M#64-S\>N.W<%K\(C.A/W*/#.U+U&#N8"WWS3?,J(C01:_,A%VI>%E_KUQ!4V M1A;F4_7>I,F>&K2MITQ.XG)ODA1^I/]X^],//_ZW'W]\^^:0ADD*V?O'VP]O MWQ09I"4YE```JWDAWZXM;_^?P[QI<6NVHOGO#HM&V!YNV?W;&;!+\+XT#/[T MHX,,3O#FM(S_Y"#C+(=VR]D'!SEC!9%:SCXZR-E4#:OE_B\.'1,/;!1;V'&/UH M67)9HQER8Z\6,P9$67]L,NBZ1A9_L7>S,H``P^4=`\AN-X2]RA]'")(Q_I9C M>Q4^`8Z%@>LMO_8J@@+\2F:EM%S;JQ(*?MP#5&W+F[V:GB!O-,A;RZ*]:I\@ MBQ3X;LNAO3J@((>3G/R-'#ZZ?PN/SL%LA6"ODBFZW060U"V[]FJAXFL^R#UM MV7-:IQ*$^;3<.JM/$8'!+5^&]"9<7H+$#1T(TO.DG,`O:GY^_/&''_%16Q81 M^#ORHH'@'V_S%,,QJS\F\"S_GE^7_J=_O,W*6FF6+J^80$ZMY#8*9>^A*\89 M<7NW[-E[R(JQQ\PW;-FT][`5_6#IN)Z62WL/6?F]2DX4:'DU=/`2JZDP.>XA MW+BJ,1?KU$K`7IV8CT([_83[";?M]6JO@2['HTA9CY9K>TUW.:Y%H-,MU_9: M\W)<,\^MCZ8L^F']+Q*G4_"7O6]:RD]O_DP;5!RS13B_?Y`7CXMULXW<.2:/@?I[3"/_W.J!`S^-DJ:@S5HD&/AGU*LFP= M\S-YR&W-4HV"DUF)[T%/W7`I/VUO)M\?G9N('H3_*.WQ`GXN[4E_"39)"CI. MT>OO\,""=QR\.-(CM@V1/QCVA&+&W!=4ZLFDF-C5!,SQ36G6(0FR_C8+-"`=\`%D!R5MO1+#JI)TJ M/X8*PI.X!2A3ZRJ26AFINU+?=]4&HU9?&;2S@EK.[4AO;ZS_.O3;&J*P< M50P:JQ8*/IC[RG_6/K*!\Q<`>A^/^OT(=#(AO/LTV8`LPWY3PO5);6:F!,T+ MB`LJC7DEQO#7(27%W3IAN\H00X7LA&G ML-E$16S.4*0%)FK<*E'EMQGLQV-(1"5S`>TGZM4D)8@,O(1#*K\*%#+XQ M3+9VN@L9?`(A+/()-<`EN%#:09!;>G3%?+$'-H23$2U#C`T52*JR5-.+A-LM0S3/X_U%! MZU6245,N)PUI0@:=:AW,[V38S@2U5^%+&,`#+>L5&2$23&QJ)!,;'Y7H"TEB MN"^(R<7LMN>8=:$*1-POQL+`2;",7^:2O09PS2X^@U)X;H&4MCC0+\\D0/7\I63#&_6I+R%)W[5>[4Q8DN>NI]RZD*DP,T]A[T@J6 MRI[;YW8^D6H%"NCY1+3)_JGS"44+ZM?G$Y@6-1O/)V(]S2EN/*JML)8Y1WEU MJH*M5.R.4+?66%"B.5&;E%W@1_!_:&Y3H:Y+&&`VJ@V5274V,+`XW5USNCOL M/#)FD(H5[C\;[]&3UIOM:-GJ%Z^%Z73\'Z:&N/U??XRL,J M1<:S::>.:ILD6#8QOY^"S4FYR)O[MG3,_R?P3OT[DIWUD=KJ!CBE/OD%1*?^ M2]G>&Q/K\*D95RQP4F?1>H?31 M1]A464N.I9*19MZ3%8\I*3Q&9^X25W^'2FW=OO0SN[WN?\ MB\]\Z(S.J0)#OA&$"M/`.!9H=EG)*O3&ZV#,+"%=2K;Q>I'4>*?<8R[<&Q>V!=,UA#[-I-QS7`N MMDF*=,7\!QO58D&'"F>O$_VJ-J<[C&>;YD6V.==A++>R'EW9[`?;H"+P;QGD M)/!PHE)U_F?K30F'A\=X@^`Q#W5Y#+=QN`E]+\XO?#\I,`+E'E+O0U68`<^9 MY.W$2*#[!&X]N`6Z6X+@U:2W-5/?*,L_@WR7!+TW:(C13');<[![4;IIK56$ M`L+O('B`7T3O'/CL?0_WQ9X4!V"V5Q($@!L<;>^RSBN:BA1E(393,#UFYPK` M9G\4Z`S$V6"$^H8SA7(_#0\$$KB,9MJ M)&.]^=5+0Z1ZHNV+CU4)RDB]C:QLE[YUW#X9-;"K3I>;W]$N?N`?D%N<`9@3 MZVLE5TQ@FFAOJSBK'1PL?)-@9X6'0/.(W`,J)=L!,>./^@F.D*$T3D10]W)C M'`QC1]3'%#<@3FZO@J`LA8V3/5%-Z7+_X,5;HE#E!E!`,E0=D+T"IZCMD2?O M^SU*'RB=4U]!='Q*+@':F^&?@[S844,8R=A$`F.WOQJAC)Y%V6BA8]NYC MDNWZ$1:7TG#N0(?X-=][,$KP<#[C@,8XP5',6O.H"UT,4RUBFR/RXUAFV)DN M1*3DF:6==2[$E.2Y)7LPC,>'M/`Z6:NU.98P72Q"%K_-`0;U(G"CE)(\OPP/ MNLTXJ0D++&EJV8R%&B\%CO_<.'!)"]/R)JOY^L1"N%DIWY^0G7/J7C..EYBT M(8B^0HXN8$U%8V&DB)Q'L5>0I_5Q&%_H&=@5_%S,PV2$/OZ!@VJPLD.0N+T? M,<&AU5NZ?CS.A9KJ/([Z<5#9AZQ-0CZ>4OC]>#Z^/7\+\UWU*/>]E^8AR'J/ MKFM#@%P\9PEZQ>X!Y$4:/R7=@I*_%&DP"*$(=E+@*D5E='I"&!:[_!3N0U*2 MH'!7$S[G6PQ4"E\`I(L>G>:U7C`'IC`'2_S&HA\&D4@J9<.XK[!&8YCZ"-W5$#B.@:E2P8>F]7XZ\WP:0HJI7+] M%1*,/*;0D'H!\53294=2R<2W9#+UHD,H#L2O=DC9O(U9KR2*]5%-6`?)W$S$ M(XS81S%A\+^Q.@JUE*ZF4I65+\M;XJ+Z'&+%QU',0*G#KF/B8W>/`6+G(NGL.GWV_,%YD MG#Z>`H:>0+H/8[SMT"9DHVX9C4VL/K3#\0OPT!)_@>*X/'+@GO3VUE#/A'6R M>CC/0;=PXH*1.B>,E()S\_QP5.-TB/,$5XGX,L\3:27N*CT_[!77K7J>$"P! MZ_`\058LX^T\,54"'HKS!%>-=#2<)_"*96$9!UG-@#I@6&G&`_-&,"8+L,(% M&(*]"O98J(CYE^E9A3^YSASNF6(/9D_H,U/%L"L%/P6\1?65*1D'=`&U.X)[ MZ:"B"ZBP,7(0CDO*@L@L%X`0G*#EV5YC<0+/5)Q'R[>])N.4M::@,UJV[2_M MQ<9)/A;[O9<>UYN>`^SZ.QP_`[A4(V[]*?2>PPAY"2SGIVLB-)AZ;?#/9MQN MLB8I6$]KJ2!V6#Y-7Z?'U?S3RTFPVRM"GI9<@@PQ^91TXPX4O"FC@XJ7O)J< M8;BE;Y(45'N)*B1.!WTUQ*A/B;":*RKAU=N:]]X1[9&GY&*S@5\^N9J*2*\% M:FMO>:].T>+J`X2+B'89<@RREW[<.%9A:SM.0/3;"OYIFZ3',:6J6$-9Q?/` M0>HX/KHK[?'5N$Y&.'L.#;VFNE2)&\&7C7O26%;"`J?4`*>LKNSFN:K/J%0] MM/4>0`R^>1$*G1$4`)%>ZHC+FGF@;1J6=:JOR)H)KX<*HHKG1NU%^YNJME,: M*B'A<"AQ:EZ$-.\'X(/PA5CICMI4`1F_[:!USA3!:0NS`8XIRJ!P%O?I=6T^ M,#"MD(,^V5@1-EF@J:I=KA,K'XF;I><)2>5YT,X4@$KSIIXGZI1^@9\?RE38 MPWB>:%.N#GN>6%,AN\)MT"G5-U/+8*`?NPVOY/++B[2X`.V:P#[-,+0)_[64 M2U==7]/EKN$7I=('0*9-OB MI*"QL'HQ9XF]**\6M4:">R'C\MI+8TB(`GA5#1M$+W_2056$5BJP7=UAY>$Y M4MU5U1RDB:CSHU*0F8Q`1'J9"/FU3X=G&4#5?SWT#03H_O"+%#VKBRNE?XF3 MYPR2CTB^C0]%#G].8A\3#C^4RR/NOHJ\+&/&G+5-9U1V77H8P5UZ>\7H*NZ# M7FH#@GT/NO]'$<(EA1;XHQ>!CD-=B"I^?ZO@"`M\1#%\A+G!K'FW[AYI$Y\] MO[W\0?8I\JD$L=L;@7ITPCK,928T-$UO1T,;>(`9U!.[6<1+=GGL_L)""8D/ M8(*_VE1%=1Y$"&5AN<:-9!C$6 M$Q=R('&5\ZZ[0I]HS7NGEO"+[BA$U_G@?%"9$6PA^:.<\%52==VV8!%3GS<. MDJ#B!$75XNXG.U(].V/0H(P4A5V`+F"I9!F7\PJ;AU2)A9JDS;%>+(IPN!B_ MZX3#C9-,-9H8>$)\A>)A:*/NQ*:524-3J-K>J.$J25.0'1(X69S?ITE0X);: MJD-4_H`O\<$+@WMHO_CAP8LNO0B5822&ZY@=3#B15DG\@JI%(NE08QJ=_1=>V MC["P(:-0AVA/!43^DNP!5!G@IXY17.A;15L.?B/;U",7*!#NIJ@XQ5."3^X' M]'422!DT,5-VXE])BD[.;+VY`L\(`EN6QFK7C!6B$NQM*6?L,)5P_[/FSE3> M_5(.A1?4O/3BKZA25!S\AFN_%VT&5IN_P(MT2@RBGO1Z)E$J3]HK1B#P"F+1 MV]H5@S^S]`*E:0B]I4\0MK)UHK$=9`;[U4UYBSNL8""K$+ M2+%4.U%3[:1[/]\DZ;7G[[HG'Y4J1A<59"5%6DVQCH6=+"*]5-1%.54`Z?51 M*"T-UTF1,V7[60?"UI1Q'[1@7'X&85A1"44D;"UK*W>E07,G.I$<.89Q*0^@ M\41)G5(0Y,E3T:8[*%Z)&LG$K]Y6]-SD'N_*XPZ7TB4V%0FBO5=IK58PM M?6*O.LE/D!@#5G"AX)XXY[QL.(N?')1>WM/(@0MO[?&9I`9&6O9,%<9T)$_! M7H!U4Y:I15K#?=Q!6E>)*PK`U4A'.;&@A5\LX_=3A%G-JIE`<'EL!A>.5,J. MH!K!U3JGLAOX"8@^!D;OI[K(S6,2=:O!9\*2'3.*21A7]@N(ZK("30Y+^U%R M<%R\WHY78J$AJ,(DN(Z#B^J4YYH+ZM0OQYS&L2VGN+@2G984@:`FX$)R>PKJP MC>%"O%I6$(1KU'R,VA$GS1G4!]!93,)>']9M_`*R'-UYE;<*Q2VG5PAX58F< M2S:=D6RZ+'T`OG?(X1Y?>=GN$>1YJ9RNRP MVB11F'3Q9!?;;0JV,@[F:>,M2&1'3+\)$+9Q&\T%HW`$D%'L>#5N#+ZRUZX6 M-,_PS*-@7P1M='MU\R:^/%#2JY"RO:3CW)]N$VU5QX0SAS5F#%_LDP*>BW"= MT*T1OB!_>IZ&SP6:I(3N5`\T$<@2[JN,T`<0[I^+-"O=F_VWMBGT,;K,0!:\ MCO\3>*3(JFA/941F5P7H.05))2JH3160L8+*&%15X%[Y`K_D]!N"&F-?9>6O MOLBZRDNSJ]H&!'JGCZF9,?399FRDBU3W>U-@XX[,LW1G2NMMY^F\Y!R;QIV6>FH,B%K1+J!8U+/O!FA% MGF\%#@'S,!=]&T+(*V<<#CK[SAAZ5%S`_6J10=]-:+;3@"$K<7KM`@+:!Z!$4)%057"&XUG6[:AGGRD64%%6UD>V)UI"$8O6GM M7\3!51@5D)_3=N8IQRE`7@0R2.2O7AJ6[VZ7Q4FOH3'1K_S@9;N;*/F678+\ M&P`Q5,`.7GR$7?'Z;6`OA+&O_Y%=^#Y:+U!G8%JP4B+\,M`[)DF_`SFRYM:; M&UQ=.43D01._P(9=LT;KS2:K&UZ!-'SQD#.@?'3=1%;#RHNB$D/)?E[PM)D* MT$(S)E0CNQ5W;PJ$\Z1'$`0[&H$H])=TE43HH$R]:/TW4$(:5/E!A"6Q-KV-4\/B7^5^3O#/'&(JLNXOU4`+'*S4X59?]W$^*[+W(! MQ?.TE8KZ5/60DFJG6#]S#B,1S:;K11DL@`OP"UDFA_:-"W@+42X%3G07\!4C MV"7=%RY`*F18%3RH7`!,R+`MZA=P`2T"!$*&O1'*O0OP!]D+24!K M=`$&,7+E):Q2\^`(H4B6B-^B!X9E"LYX&)F*F6;X-LCLG3\:6EHD+&^=<4", M#H:EG.`N!.7'22"S`$TAC.^AN*;([)'./))FF:?.L^^4L-2OO$.9>]-E+OZ)OM/PF;F-Z)7R17DLX58K6 M]ENI_5$!1JDUD.\,W?P9B**V9?V=?0J]YS`*!X4_M$ZUA*#UA:!+.!@T^4H- M[V(+B.&6V7X*G)^+]=[#9P/W"B`6>ME#SO-+6BQ]S+X[`D3HQJ96*<'&R+U*Z MF='[6<%TN");1UMEB9K>UDQ%AD.E;31ZQJG6S2DL(=I?1<&.?ZV?X28E1]@) M#11,^1O4M[(;+]TFV$C&`&3J](S&1GVZ+).KGX<@O!F,.W8-AS*,)1$M3OS% MB:_9H^L"VD"&.45&O`L/`PL*2,BKV/+K`AYA61>@E*,9'C@K74!-CN:6CDMP`34YGFVQ M"+QYS*1&&?1]U"[@Y4:SRO"/RZ+D[$57-6]EDFLBU)Z$$!>#:$;H_-E$O83S MBMV?1YRZ\CBUOACT<##78X5*C0P>P5$^O,NR$:LCH&(.EZ7T^I8)D#C^GC. M*R*A4"CP`3V'IRZ?.HY=@$+-E9YO+UIJ?(;GB;O>!5S4 M;.FL%H.D]%7A.,-<=79R_AFFJ]/<&RX`?/1F+]O_-D1CN3$>G)\8(,["[#Z! M2W.3I/79A_1Z8I28UE9%)E+X'01(O^P.?.H!9S140,(M6D\DX%;9)1%`;&;" M!_C9^Q[NBSW3C=QO8X1*^)EPJ>RU4>/8;O?&%%V^41I"^A'\9;[/K)6K\9WA%/<(1L MET0!(JC[^3-VU=@132S670)/L@?@@_`%";:AM;V.*`LET-%(C,2+MRPX3_N[ M,>J8IV*WA?44_OYA]GB)^&'9]66)'DEG'%61$QQ=-7+!YR?/Z^3+P`7'X'BQ M#%4J%[R"\OPR+",7G(#R#-,L,!>\@..N`A&%Q[C_3SA\):=K]]`3K:)D/I35 MXD+`QBNBG,SL0+<;\#-T81'2!(E<6'Z&=<+`$$%WFK#<&#QB_2%.I)^,94X)/$ M:9:7GO^U>ML`U)47XVV#5&CF)]C>GE9X8,.,17L:!9H+?68.7$1QHUE`=[SRTUX6*L/8:6YC&)58YE-'50I[$GR?F=#>=X-+63^8QTFUK#=7"GS>I MCQU<'%DX5\$;1&8LLUQS\R&(316H(]???9!ECX<4>,%M_`+*VD,=_9F@B?#[ M&*E8VD`1RBLK#CJ;NS8,.M8`;'"7Q&G/..!%,=7.X:J46#%1=>,;EF<1A(KNBA)# M:/N:D_K5<-,MDR7LDN9TLH\/CLTNV%DU-I4O<*$NJLG"J9\G!T"#P&=;K^/& M,0E.S5#M-T@D.ES$/P#1WB8XNR_R,I3!/(U.6RG81,V0DL$7L7YF'LBH4&#E M@^/MEBW3GBFBY?4R^I1$ZU/BOG_1;;H\(C&`!`A'0KM``4;PMP$-?+`74#F* M9_+>:]FU%R@YBETMMD8K+7MAEJ.D)7P/MQ*P%WXROYT`X)#D5>4ZOJ"TI6"*."6B3.K@XNR852&A/8 MEX+/N%!A0X$LPEXNH!./XJ@K=^9$G4@VNP-OH5M5(>E%8$3?[72BEB.735(< MS7CQ144L"OJ56W9=T!H9MG\RKS"^I,A[9%:AD`+,++G352' M*3SCH@;:ET$TO-SN5'LU8.W"$O`%M7(RI!T+9U8K!_42OVX6=M2X46F=K)CX M8>.O%]HA+IHKHQ+/1\M3XN70XL1](H;2-/YU2W+GE7NPM-[4#JMU3`8V$$!^XGT5H!`OMEAA`,]YB[2BP@\9 MC9?:*^1DYSH07*X=W&?>`=D>#W#[Q:R$9TX_;=G8U+5G-C>;71S\JRBI$=X! M8GU=S9D>.*.6S/+7F5E>4D^@%Q-8WHZW\1=(N!>%?X+@9ZAH?$HRP7TS8ER+ MI?$E3IXS>.JB5<-J`?PY@2IQ%&)?KKS(+R+\GP])%%71=P4B&S>OBD1<@D_AMS#?#0C* M^A3UR6]T^"\Q\-(8!$B]0-"_C%2*:[YY;4F@'\$9HK_^;&YC/RJ@U7@;7T,N M89/L)]Z>TSNYXW*M44'@ZVA">J\CR#/2T`$\7$J MO1.ZOGVHLM,\F>-R8Q8;43V--9]=]11K^"?^K74-:OOLJ!.ZNWV:T`;](M>Z MKT3F/P/IWF99H?EB/)WK#*0VUW5`G-`E^644?G3<"^RYC$JM1$27[S8_A-E7 M=*9DZ%`!V3IFU@B7&D+E!5C.=R=']9@1E#Q_2LUZP6=.<$S%TK.XH"T=.3EZMWM[.;--FCW4!R@8P9P6@%*`1G>(*S,<(: MY+964,V,1=%:.TMY]V'5*96WX$&V`6EKU1*NMZ>D?SK[?Q0A`LJ5)7D(FU[% MJ$J9Z\V$CHJ$236AN3YRV-?(B93$R98;UAQ[4+CL)NI8YD^E4`RC/QK1[\*- M.C[JW9TNI&>;%E4GB.5"JK=I-IZ!KK MS_%PNRXD-DOS+N;U,IZK;.]900_3N9!29_Q&*MT)9U?X=T98V=E5$1[ED#K; MZL"".0]G61M8C2?A+.L'LWT^9UDF6)_CY>RJ"\LX:%RH,SQAKTSP][J0!"V5 M$D>\5X1@!;))P4Z(8A14H96$O>K6]$VA&;??"M&0MK94LWOEU>QD"K197+YX M[NTZ)I?.A=+(\\E17P*>"S69K9*SV*8U=,W;44*/D0ULO&2:'1*B@(J,EV"4 M_QB5I\D3WSHB@"2=JKRF65;L$BU.56C3*"D)C+,+)=WF_A`I"%L7WEZ:2U2L M(EDN/,XTYU?(P^:[\-23D;M0#)WOR,-1W,(Q(\S*$>(VKI;*;#;=U5A4^/8X MV7>M*\^!2\,%>8_(8&[7P($+R>$UJ/.<6WD[<*$Y+&\R]/*C^6L0;+PBRLF" M9V89,3T']EQA0A?^5$9__V`#J_POB9/&U'\$5#(!4/:Y2"N*+3?_@5QI#P"] M`QG5#YWFET5X,LAB3^C9S<@0R>8C0L?0]APK+U4@OMA6+ERS&JR MU:ZCB#,P=1?&(#]>><=LG7X"67;O9?G5 M*&9H(YEC0LW6DQA\#E:37,/G)3*J2>:F?&0"@UIPH?VS\.(\S/'S,ZUR+5[! M7W`4>SD5JL(O,(*QHDK0'"M!HFC;91DR[AAV`;.+33PP#0!.IS/A0TVQ$1:J M7+`P%+&3:M((Z$<>8:0N)LN!8:*0.].+KC-X3M#.%7I[U4+M#MZ[C4X\).O- M%8`#H]<;Z;V;JBI.J'/!Z*"`*'R_2Y2Q%>AD- M4DE[]1DY<@RGN0MQ+-D0`!F^2U9GG4)92O(O]&4XA9T4C)-0E.I7\KD%"?'^K\8QV@]_D1P/R) MJ&7;E80?,6!1?=-RHWDNE#<19UDVUNI"R9+)&`ZN`BH/DW&A)+I^N8T6FMAF MLR*=[K'8[[WTN-Z4]-*$"?PG'!C()# M6#^CL0FP!U8XI9X#9?50@*!@EVX:B)/97"4$O]3,.\5LJ21QNQ@%E6NJS$)# MH*N>SJCL:#59:,P/VANFOBD)(,$!H8]1+J878CCE26PC:YMWD:;">:53#Y;D MI"4YJ<]A72)H';?Z!&W%R&W-4HV?\EEOL"Z/GQWC4'[:7H'25!>4+#5L5C(B MK:4)$7;.I*D`,L22UPTVW% M&P>F$-I+T7GU,":AB(JF9\MH[G:;9">VTRP1G2MPJME"-H/W';D/DKB03C&G MU&B.9./9%4ONZ(P[;KPH&;&<5Y!^0@T>G7F^"2?^>.;I(TQ_]IFGA4P+2;R: MO!"&E6)<@3,@`Y+^+)L(8A=RM\*_>]$C`BWC/8X^E5I?ZWAMUO'@:5D3CUU< MT)X_[U+'@M%R^UH`%57SNC0;'SIQ#E>E)`23FCR^8=!I\Y^_A""%Y^7N^`F\ M@$@,?Y4JFN,@,\43>3$/2N`=0'CL@8!CS7H5F MJ-,V"40,$*!3'LY%^65L)J)42`X*I\#B*B7P82@!!^*G*B7P<2@!L2BJ72$" MC*?H`!(11&,;AW^B"Z:/1^M$"S)JN,`*YKHQH(;1_P#'LVW5,RG,1':2H?M4#_;E"5@^5I8'*X6FY M0+\D189LX#3T8%O`&6=09/D!9IN'%K);9>8TA)3TKH,))WJ57OKIREXQIWW%FZN4SW1 MP1Q2K=MKH+(:3QZU(P+4T3Z,>_#MD`@?"&_P)0![$K.7XAQ:BG/84Y%CR6U7 M+JV!J3\^`]3T9+D1'>1SU/4@N1#LY'%%L9[>CF"?!O2N0 M`_0`"$IY;#/_KA\?%;Q-4-4*JO%99=&@BS@NO(C@KA7IX72-?WM"=$L@W/J?P@WIIN+W44E8^?II M\WI2]0SJ>H.MI>@(I5$]GT2G4W2()?AH*OBX!,RF!%_M,DCN_B%%K^0 M@QR=DU_H/\"Q/3V9*/;/CP_91?X$/UGD$H(4>E%5LPMU50!PO]@G:8X*@*V2 M+*_":B!%^`?TA_6FN1DY8,=QXR@P@TD3]^."(RAG#*":9!E$J6!'U22.AVZ. M&D8U^82(NHR<>=U==30N[MBS2$1)CCO*Q(\V4##"*>KT'NI-)`IG\N2@Y MP)(^L#BZIV^!KG>A=S$3UIK>=O&X+WD,TB+JO\MPD3=;JKSU@P!;8;3E%>VM M3+3M5*UF4L]R`VUM_#HL>A*9*G3Q$98(S!*!62(PT@?%JX_!C',LO/I(#$,) M,AYB,2T;Z;("?K^/K+`_W\,>@F08Y6"X"**\,K'9(NMEM_+1+,M"99TZPVA2` MVCR@M%%`-.6DU2M:H0U;+V-O,7FT"HZB%3DGA98SA9`K=97KF$NM]'B:,7.K MI#@D<3<=0!(U1QA@!IC?"&B?D<#F%5S'%WQ&KY(X3ST_?X)3,@O2,KN8Y>$V MSO*TP"_5A-E7!OZ!V45%G>S^N70#)Z*<3?3:V;)#J"?["<03J>:.H('H;W"V MXU2Z!09Q%5#^*<"4;/L^-(\5UUXO\9.'[H);2DAU!)]ABOD43G)3''JL2<^M'+"AKW@)8OHUZM MK-9+2+`EC2\(8\_)Z]0E/$\/K MKSXI2NX:?/494;+@AU>?#S4*1O2JLZ6$]?U7GRHE[P9[]>E2O/3$UYH5)>.: M7%*A1D4C7WU:%`N4^NI3H/@0S5>?\B0"%C>>W62CD"@A\U96KU0W9P?%6_&\ M0B5<,$C?R.C#:U?!Q=Y;_?!*U6XI*$\K+4/*^)*A:J=$V,$-XP_4VB$D(8.-*(I701[YFGX7)3W\"K9 M'[SXF`F.HJ`"$50$7N"IA\5WL47GWG44;D-HAU,3'[A=%(">NW/\>[%_3K`D MA$@:-#>!'*\E@E2I=?ISFA0'N'S-PJWQAF4D:XCW-YOK7^)5'G<`Y)A(!,@+ M8_BWT(L>`1+90P0=65Z,\E?N,L!G%T@MY MW4WP]G,"+Y<8/_G,2N<8-%-PJ.%#Z1<0U2?Y*?Z7<+!QNRA,>R-=-MSL-T8G M(WF#7;*0M]F+KK,"JIX4 MGJ>/:R;?$5-Q7'^+<571BI:+;)5$$:0W]:)68RK7VQ%&M(F2?<8;_/6./4M0)NDP;6_DK"\\%\/`&G"P66O5[.D+]R`OW$N>QS%CCN8&JZ`N\WQ#/'ZO_1MQ^['!;_K5# MX%U261&D*I.\UF;7*6N^WX'3C;H>I#XJGKTITB1`*YR6BL5]D?H[+VMN`;J& M(MI3`Y%(Z<[D*21V,XJWZ:C>6=>[]@G-#??KY9%\+U\>?P'!%CTA"[)P&Y=Z MD@CR2/V$*LIO)^DW+PU.-Q#]D0-F>W4$H?TB2@RAK8F=U;44X)I^727[?9AC M*X]I^_#[F:E=WC$XF6HWJ:4)BDN3[1::[=]!\)3<9ED!TNSZCP)>I!PXDE!7 M&WEBVA6"G<^4+T-(I/LB%_!WG+92<'`V0TIZ.\3Z*2#P*<69/T>"0D`ECM_' M_C+:$O>#"_`(F>KAC,OGG[@<@GP\%%Q,%J\(.<,7I66,YE=Y58Y,B%RM(36)<*S;I0.'JJ++J@2XL+/:O>[9V8H@NEG">P+Q7\QB`&Z9R(2, M%*PQ2\1L,;UB<`6\+1?ZZ"4"G8867'@2:3R[0^BH[.-&]L)^FYI$%SYL`GFX MC?OV85>/;+R+"X#7(("72&+'T*EPZ5<%*K%2+/!D)8VKZ$@ONXPOZ7.'G.0/J" M;!QEC$/5&W3+;(;/9TA<%$G(;REB''LT]LOT-L% M>FL#]%:^2E[U6U,(&CN:3ZJXMDFAJ.[*Y?%7+PW+;[NT!:[C'-IT(5PND(\H0LA=#&`+,._Z4)L7(Q)AE?S3$&2 M/&BH"Q%Q+=!0%\+?BJ&A+D3!95D66&E['^/1BXBU-RRE$Q$K&)U:$+$+(G9! MQ!(1L2[HM!QNY:.#9X4$51"I@].N_YJ1E!4S+4M0C8X$6D4V`UPH#1.T%C#&*6[XF1)!J'GZ&)'Q*,FC8 M==12@0I=M'ZO&PZDEH>L%G)S(.!:J$AMW(6'R^-M##\GT-32)QTK?>Y8H>(9 M";!.O@,%7D8VGXR^"/@IB8.D=,H\>_'7]68#M=D`5]BXO5P_,*.;8GTUA[,[ MBOFH!SKDO>K\)>/7P"JV2*+@K'G68>1[[4K?:#](OA7 MD>5H!Z*[8)W^IY"0^NA`)+'/YN!,5<>F?02>>#$#L^Z^X-OZ.QV^@U?@2'CN]E-==!CC@EZHCHCOJ8@\.7`Y4*:E-CE8;A M(;Z"6FM9@2'+T(9A>'R876SB@>E)Y'12L"6:QSIOX\?B.0N#$%Y%O^V@UO&8 M)_[7V_I-Q:<$/[,(+I,T3;[!#_E4\!,'4^YV$`L`Q^+LIGH M[:VBGO2VG>S;[,:^\EG>G%?^L72G^A(?O#!HGNIE?Q[TCB:$?Y?$T)1&T:+V M\=FNQL'TC@IV-I*\,IHID9XF.'KT=R`H(K#>""F&Y?7WS\*+<.6((,2$L<(; M"B>8VV$Q3M_N/3.M4+IG[)B8+FC&#>R"&WF\`&1N$/->Y3FVPCA7A`M)(=-V MR13[PH7,$87?D+#)8CZ]1"A.(V*U#]Z+8%C(QF,,`MM!S,KORE$U!U+`!662$GP4G4)^,[%`:Q`FL//:I5`^QD! MELHTLDTI.00:N8WOX1B;)`J3]88VW/5W/RH"N!J_WEYCVPH9GLA*O?3\KR!H M%DL!CF`%%Q.J<7'HM>O#*E9*:VS"%=F3,A(N+Y3-Z&`%_2RW**6QE9&2)?ZC M,_X##2^T$^!D\-QN`+^=^9L3AO`)2W163.H8"LT1MD[#+3QFM8#H=6"PY<#OK/![@O`?0&XJP"X+XZI,W!,B=\&W<,$K-9=@J/>1<=_5 M`CA=`*=JN%\`IXO#0YZ7EN-Y@\AL1=`HV-[69RSIH\?8I>;A> M.\(0>_$;=B_\/'S!AP9DC=W'/..4UQ$:9CX_/F0H#S4$@95?I1#=%WO8.OP3 M!*LDR^VGO8YTP@T9[E&JSZ9BP"LCH=?P*D'?CLL\WJ%"]U[<_'P#@`5?@U!: MMN"Y)C36*V39LJM,CO_/7EY`A2T$\`I?%SF\,>*@QF+P!KD\5KV/5PCA9FL! MQ(%G<$SIPT]&DQR$2*P7HWQ=B1G/'#_>J^;^]P^N\)\Q@O2CAS/!^W44;D-4 M`P)^>^OTYS0I#E#Y;/2V\IU&!K/B_8U@FOIT$(AE;F3A[D80%]4.^OCC4_*W M'Z^\(_E%`6YS%9"$:NP[>(C_;Y`F3\DZ!M=(?T/_HI(FU54AF:3[5$/B5/WQ(T.E]\I-8F-^67PU/R47Q3#IHK$&1[UK8G\&\`K1ZT?EY` M"FV-_B%,$*_\&&;1%4)7CQB.0F(H(SQC4#/2JY%5"()URKMP6?MP[&AF.>>9 MBCQ>>?WG1L*,LS;(2!B9+^&,,2\*1"J^W$=;3%[2/COBF]A.,[YK9A3/^^'()W"47]A2,;ZY0G7*0'KPT/R[Q38E'W=`CJQ=[ MN)=\[\YC/.Y&:J>`@!7<;NBE5WH1OGX#,X7KVKUUY^U9:;7$IBK$A#%[CT4( M=\A-F&;Y99+E25Q#7>C2$^JG@,`K+_SFK;Q#F'O19R_]"O=QM5MN8Y]*GDBO M)9:YQ#*MX\T0OJ#%B'/2^PD-S=.[\G*PA7I)"29DAE$$.IX9/]([BI;2O_7B MQ]R+(W"DQWH)K30^:TA0:&HEEDR<]"A6U:E@QZDYO4QP0HA%=/68\@V@"YPQ M0.%*9@0+.42:&O-:$.]_UMRI.:,>DB/*V$8&Q:.?Y)$7TZLNT=LN\(BY00+N MP"/(Y8)%P\\]J/1P2XX;9T%`+`@(N8O6A5=UIF$@1GZ1+KR\,TTPHQ1I\\_T MB$4T6=XTB8^EJ]48CQ2(1=N4O ME,%W3)G?"H*UL=0P[,KN%_%^$C5T`2\\GEFQV)\+ M\.#1,F#XC%S``H_FFQ*?=P'T.YIG8@S#!3SO:(Z%@N?&L;NSPZ%(FH#Q&WUV M*9"M1EG`E_MRD$<.?G0!#==[H0JN<8@*VF)6XN#1B]JCI"T$(MI#Q<,C08`E MD%WAAU]*S.'%8V4#8;W^AHIG-^*.]YVR>0&4T5ZGAU':@+#U(FR*B.2_NR$<%>K1,^J_<+I MI%7<]>=W_1W>8X/T;[F^=@E\$'(1EOHGE;!K^C2?O>_AOMA#BR`Z=JI\22T! M;0R[EH*%CN#UTKH$)VG8C'ML_#AJWG2&NM5US%+'AFV,[($(!-OFJ4!4P`\2 M4V#-_R[)'P$T;:!,HB,T`J#\0-#Z]*N>M%TR>=SY?07"2K60L[>_-XU["%3Q M+:<,F(_DS,+VX%*V&2"BD&_JC>@"#D1"ZR:!/\0,1_.>?[%0II@>W'L#141\ MQEV"8G%-+=Q;$>2D@A`E]'`AOK/S!QE*BDS@G'4A$#R":X+Z:SP*+.P3%[2* MQ#X*2P(C'&V`:JZ(WGL=SZ[-(5\A7D<:GS:'?;E\*[0&98/!9QK?L;&<_:7G M?ZW6K%GC>+O>/.W`KUX:HM.M,63B'"X:Z>$:@5+_M'G(DYQC)(PA!K[_5J+S M/*2B`^XB;PZ0<22?#J*7]).C^GJS`>CYG=Z972X^W/S4PL"*)S!6];[#`CZL MF6E@K![6UNWGQ0[FK][2]X1U#YKRV:A:MG\.7*BRO8V4JIRZ86S&Z,IS+J%>GU7@3;7&:SP\M^3(NY+W+.S) MMC?+9YH`F$YMNX-['&V]^]6HO:G-.[Z%PG^&Y&-%@%")VUC*M'$^0C#&968\ M/#![3@CUH[)YR^LT6`;5I&EN.=FHL,G`PO5WN`OB+4"[X!'$D-*[)`=9K2WT MP@0F:C]?@>=#I6_*T2XH,:FOP MIGOZ!F>EEZ8=-8P^\N%)AO[W1/D4IYO27P'!M[&?`J@;W<;_++P4GL#1<>5E MNZOP)0S@Q7L;KY+]/HD?\\0_K=HJW5T)N?"N]J*NF!YHM7+Y[4U\89^2>/L$ MTCWZ?BB?5J^)`J'=%8C;]>9QY\$+MI8%*99':VE"4#4$`]LG=&5HT,PTKO.]NX=,&A+\`Z\ZHV[[]7QJ.DCFRS#U:2N*WYI!8%3%B6IG.9I&GR#9*7X8CK M39)^\]+@_K1RI2B+HL.=8PJ.*.]=*RAC9[E,'G)&MKJ5&0:HC`F\L<>=DT'J M<[AR`\Q(X31IN1G;$0;74'#)M4ZD4 M`YLT;H6_<>.8#\4.3&MGX`=Z@\C+0\W6/&8\\]NO760?X4,?.Y+Y1#][$<[4%ALZ@]I8@IT[7VQ*, M"\@_,6&[._W5O+JHYY7!,G]&E M$FV?0N\YC"!UD-M/29:!DG>XM>$B(ZP2ON$OXN`W+TV]&#]870='5LG^X,7' M;,08YD-!"+42YJ5-$PIHLNAWM&4*+T)'0Z>S>4XP[&H' M#RB09M=_%*BNW/3L,'(0JOX$&N.8D)[#:*BB[%,S\O=#F&+&N#3T6ZH@(M^7 M@EY#]M!)(/BHD5@_!01V(%GX^GJ`WV'Z`@*D_Q0YW#.W6590G,WB?9406GUW M.3XROJ%$S7A[`]"Y6MVR%YL-/%S(:RS5?1YRFQ_@USB.XMX(.HG.JLM+ALRF MSQR$/7T#T0OX#)OMJ/&?$8.,=V=GP/]AF[S`PSXL/=GP/TX=V/!/OU_CRIM$ M!_7@9Q/.](K?4O M^B>P]:)R:0G"([4P\F:=%T/[AGI-49N9H14[%SF$=MN8H'*=[T#ZM//B)[`_ M)"E4C6^A_ABF2'CE^]6E4OP`_&0;HQH=M_&UE\;(T*B?/$<5#MHG7]F5V/3- MMTAOPGR&DI\KO0%J9[I"RK'&.,$Y#6VFSY MX95W"',O"O_$5D#IU!"K-DSOJ6Q\4BTIBMZ\2/[3T$=U7/&_6"O"[ZR`U*Y/B&K^$AK-'VFAN3].DGS(%GT+%S&%)A)+1)/T MGW0#RQKM'?.1:*&XO(W"LR.)CBD^AHL)B6CXW9GGAP],T&[]-V`EL9!->P"9 MBF$+?4(#(Z[[D?1L*!CJ,W;JBFUYLP]1+,8; M35EI.3,%CA6[V>6-S]ZG1Y"-^2]0[$A1S+@5-^J(HLQSU7O'X\.UZ)ZFC%[5_LJ=XFZ!4B/VS"$,09PO\E1"6),;(Y%6#, M!A%T;QG/$5"WV#*N,MM!X)*K+1#^LQW\+;N_:0$*VQ'>LBM+"9W;7-AM#)NG MD7;;\U8ESB4:(MGVM%2I>U8>)6E[*NJ8FT<^BF8\^72&34#$2;>,.ZUO"8*7 M6VZ=5[.HV0TMCT[K5*,P]"WO8MJ5R5R<.Y#_#.6TCON)A#X428I-(Z1;-0E4 M0JW-)QA!,NNL/Z@H)?L>`_U?K""VE&DG)#04>.='*T@NWQ.NWD%#IUN7Y,&/ MYDG&W_NEEX$`)+GCJ"Y2>F6'=`%X$;7'U]::T M5*'=TDGA*VW5BVR]^1DE(5*RQG3,LD#GJ53"K6QW%8S:>`C95T+1"D^D%%-)A_^YU."_E2^3T$#@,Y.ATT"S$XHSRBDGQ1' M:^ZVID"&3NFJ(_(,1/\`D"'6+TF`'M2Q<`&HI)IH6&MCYJNZ>3TJQ^&.I0/MUO<'_J7([=(?5QEZE M.5]_AS9+F(%>F&X=-SNR^=,&^UJI+R!KG&@!4\X&INQ;7#8'"J;"0]T!W"@R MB]@0)`N?5%1WZ9#Q.Y/E>H8H'SVRU^:@LQDZI'D;*_4+V(Q%TK;`6WGNQ)T3Z1++S4R M(ME-#/X!,@\O.L@Z;OT%4G6!P(8H[R'N]:L?@S#.%E[2BIJ6D=Y?Y6+RJ@H/ M8OP(>@T=[;Q/:*8P8;U2Q.IAIG0BD1YF:1UVG[/@0KI6$*7<(]R[".C)*/'8 M;V%">`B/LT[#;1AC`72*03/#\-QNQLKO52<"DWI"0]/TTHZ,?AL%VQ(/>)?` MZQ&D^.G7\E.HIJ!%0&1ZJB`2WLH[X`743^>D@8JP0^-I8_-)`F_(]U=!<)F4 M6R7TT2OID-LI(:""\6&](8J`7QX%&>/!57X?$Q_B$_!W<1(EVR-2)P_<@K+T M]J9+^7`UDG[&-_/B-.YK%RW!HXYI*Q+]!0PP(96GMJU.#U,7W-!2#`H<1"ZX MC(5Y%M?=7/#V2BWU0*EVP0,KO;",^\@%KZCDQTM48UQP2$JO*\E`,>[O(Y:9 MD+02FL644Z+/,"0]4G@4D]!XZB\7`#+:=!+0R<9!/DQZ*DM&GKSO(&N%`O^Y MVGG(J0S2ZIA;;V"?/`V?"WSHF7>Q=@D_?1*M^:U:QDL00YIRJXA&-15C'^<, M8_'6M-^GR4N(=FU9&*%N;A7MB-8DQK&+39?>*[`!:8JJ1-I/=^?/=2ZS3:0V M>WH@TXLL`_C5O/KA/RL>].N0SDA!-!IJ*F]?)+FJ*%J'/!=IOH%6%#Q!O.B7 M<+N+4'`PNSPV]UC5U428J=RA%$]4]:,)I]D*7EQ)%`98>EBA842^*(WMH)L9 M*:(V=YAV-0&N50)/T@Q>`0'\,N#%%138[T+U_;+;FQ`GRI]'-9G[.?1D69+; MFJ4:%[=:;W"EA3N0%4C? MJ-3FYFEO%`$ATMO6QBBOO"/74;BOW,/,B!:[CQ(T1'UH5F@CJ&^A0)CH`+\IHDT816B.;ORCKK:K&?'AXRFA&8!/U MU\6#3@S:64$M9^O0VQNEOK:=V+@:2FMCX!H4`ZR@GU"4O$.^5!;M MITW-O'CW`F+ZBUC-SX:+MY0;]`$)W<DZI?B&;"U5/Y+7Q--IG9]E#;7J1[)[%#9 MDRU([0"39*O9_&N8RAEM36T7WI'D.L)J$.$D[Z8+^%@A28CYL5R`R$>,OU0I4EB"Y`AL']M@XDU<2&MB M\L<*D1K/7Z+7O9/PB5(JVXEO^C-,&)@J1Z;.Z,(;W&,99URY+=OVO9@VE>T: M#NK*(^1"/ON^C=H[(XU?XV+^[6ELCO%MFT521[B6TC\++X6*)WJL+H,[(!O\ MO4%57WFY9P$"O#@MKN)DF^=#Z])$^"T,\_(`]@6$0JS'>%Y_QL\ M078*GBI2A5'>'Z`Q'OO@MS#?M816#U`_`/PB&/XV;I*T?BVL3-B!&L_@\!M@ MFA4-;P:_72!#[8#>C[_S]JR'>(A-%6#';KP8RN&S!RJ!??;2KX!1L8/=7@5! M*8!;%\[@TVDX;6+P?:?Z>ZLV&BI;V6Y)REH*=34#UCD4J;_S,M"\UGBZ[YB@ M#/'^9N$^$P\-,220DDGF-M]4G]9D$T^-_,_8^M.Y#&('EWGWB2".A'Z#]F,C MPB>;>0M#X-T(V8.Z=BIQKGOC?B6MO`\T"^.PFA$^895W5]]O3OJ27+)"[[T4 M[P68&,AJ7N`?_C5.6`?_K].LZAI(CZTN!G!7IS.=[/ M<"GKDYV@.1,:C=?$1`7Q"6R]J)R98."06BSZ/+D,9NWBA#L]CT&:[<(#O20F MO;$"4NZKKW*5I'02"(T43OU+$J&G5;)/$=U2I+=510BZ3:HSMG6]/Z5%EM=S MLHD3[F\48,WSPA`:&J67::'U&\VOR-`NAUI/D=Q7QI68":RR3C2;01!Z!&T5[$ M`?P+/!NZE=!618K8@+\AN&'Y#XJ6-7HX$WIC15JWLAZ5J].&1NBUM`9853V/ M7='@I)&ANEG#KZXY?;*55[X5Q;-ZI(>QCU>6H2324X$9?16^A'">H"X4.324 M3UN8$.-5T4TLX!Y_U.;ZW6WZ_(ZJR^=DMW$CHNRQ>,["(/32$#V4FR4^_BN\ M&_X]@0K%K[`YO$;I+VE-&7-Q@992[-8\)'9O`EE9[S_3 M3EH+X_X$);Q-U$)L=KKSA<`])FSVO8NO<>^^LMGO+L[2D!M#7G<&@G"<;7V2 MP\FW6<_8L:U"AJ=[R87R%2KX)IH(+I2U4,$\21-QH=*%ZH4G6UK&RV((1T(D MG';*PB.V!)J9MISY,-V919L%/DZ&TZ56)@<^7!>*='#XFAX8,UY[0YT0Z.YO M%ZK7">Q@FN/&A9)UXAMY$.5TH4J=('L][[5L93JKL0&M(E2_K&8FD;4W'Q$B<5`(2L&O[]!N#5?"]\QH;/)M*6@^8)=U20KW32%FI^4E,A%* M77S-R]SC4^>+?($R:0]EBAS[;:QX.XJ&PEA>NE*#=>')N=?&&)7\AZ`,WFUS M(G(,O5@U=V!5V/XFAE3)UNUK"*:.DIM@/4U[O6=3V6>KIBZ\`#%-`D)U16TO M'R+DVUHBB;8P)6<8M@6CZ2:P"P`(<6ZY9IP+F`=Y=GO:GG$P@Q8626^8V!M! MEGR@A>J;-Q]D?'VH!LDG.F@O7UD,@I9_5X;TR(J]:$%U#\G8>R?:^)",O5?J M"&D10A?&L=7S[XMQP2T70%["SXQ)18A=0'9);9$3![@LJ,L9^$Q=O=],B8W@ M7T65<_24/`#X3?EA!'JB?TH0A?=I@C3%X/+X!=OLS5*V+P'QBBSHF,H(*@?2 M2`/?H)^,(H7JW30!"R4RA%T\"N&A*+U,(J)J`*]$$1NAK@M6RC6L5`J\#%R! M\G]O8Q&`-QW0,F8P._CN8[K%63SM9P>[D>ALA\#[ M[RHSRT((=M:R!,VKP-+R)_?40J1\9Q?M#=%#WY#!N?\@.;I%<""Z!Z?M#=%#W MY#!N?\@.OJ!DSP=Q"!7-^KT>N"U\`()2BQ,OA24S@DD.UYO&I<+AI-O2+,6X MDL1MEA6H$,,JR;B+0.QBA(?.5JBI6:>/'GI&BEFG3*"CP2))&KWH$X-!]F(! MYA":I%GK`L1`M]ADO2LN0!;,R4S,D>L"D,&<#`=.81?0$&9.-XIGT054A+G] M1:X^8C&,8BY1336^C=?AX2&BD[5:Z,9G=]L#=;8JJL M]'SIK>3LM0XT[3)IAVHK*WM-`DVRD@Y.M+*RUQ28*BLQZ$XK"4,*O7P:'AM4 MM23B+C],M1'2WA(+^!S-ISL9E1#3L^Q"2ODU4J?:(JD?8N9$ZKQ6_0'7QT]*8+RE%!VJV\'@J(^O?#9RA1+U[MX*5_ MZ<5?^_P3$63B_100"*?)M]X6'H(>/"Y;YA^3"'[%\$B\V*8`-'[K0Y'ZB"0" MR6-'4L#$78'$L=[<)?$]2-$)"&\!3`>!3D9C%6]THD/\L^>C`1]!^A+"+?8I M\JD+S6YOID1AY.4@N/=2SJ=,:&B:WJ<4+B.\[W$YBF/W%\;!+S&`D0=`^Y?] MP*=]^@PHK;D%M#,!L^2V%E#-RDDF-K6!9C@?8\O36EM".?/8H;=WFGHU2A!9 M\<;7;W2$]]SG++VG7^$RO?7'2\#&*Z+&=#L)=E&U^I[7B:B7FH^A,&-"TUF$ M6\D")@4BN`RSH7:<"2K0+@`)Z8I5\TX86WDTCV@3VKCR"EF_2.-02L8W,Q5^ MQE/.>N^G$M6*,\:7B0AGD@UJ/KJO3@A<]X4+F2"BS$JI*2[D;30;RM@("O$@[ MN?P6"UN0<%OEWOBTVKUBL[29Y-HJ8X291/^'LF)>X'<9XUU"`M%:+/F>7W@= M/P`ONL[0KY=']"5G&!"MHF\X$4J-AIDL/`R-#;Z\<=EDYRV\2G,M8_U9&@*&0'\+M M[N0DZ43)?@%1<'G\U4O#4O[58V(X;90*.YQW?B/`''\'@@)EAA(_]?9HHN!T M1+N;Y0T><-@E=[''Q:G6FW61P^LE1L\MM83?)QD^8#-\C'ZRGP)"@0X9O2";R-),\3;U#CJ!SQN#>U'(S``2/[T=MDZM&N!B?L M5`GB;74<]%C`&"]XE7_STJ"&>+7P/J=79PIKYEP*@[CEY9&3/,+J8>@UP3X] MW"0,5@_G.5"32'*RC].,ZDJ@M5S,/\WFW_C%?2SV>R\]KCA757%J)^2<0<=T]U@D!"5(KRJ:_B7%)?EYT9>#.+RTCBKX<0N_G5T4KZ7 M?G(:MU0%$[V4L>P*6E'@OJM=0=1[R+C39G%#J#')9SM-W?=>F+R[S\G1P3QQ M779UM/""];<8KKV]EC.-4EN=&"V]=3SB-GX$>5Z>P.N-P,?EA$=##Y^VKBHE MF.3$2HG3;JOT[T#>9KI#!F[``K=9X#8ZX395484J9,P#QY!:JW`=M+$GP@>` MU3;XWU!ORU(V8&/B8(N#;L%G3,-G$#\GXX;"@J98W!B&;/,))[MQ[\0").#I MJ^7'SZE*XX3M,)83-0SU4KR_466Y MI(-`K)CAP.MN@K_`XB;2X28:I?B:=["JS\(AZ[_&,5YJEMM^ M_)5N5U28?9?=.Q+L>51#&K,4!2@1N-KS%?E9Y M'FS%:N";ZM+SOX(`GV<@N*E?A;58_B)4VRKQ50+/,;AE('57X-GF74ZCU%;) M7B9IFGQ#U0"90#8G(CGC>;%U=>I2=D?("U1O.J5M47VFW[PT]6)GRDQ-8,;6 M]5DE^WV8U_6RRE=WMR#V75D2.?IM786A2H_:.K$`=R#_&5I5ZYA5YN6L.;%U M4]7E<'7T=3+^0X'=03;,(()>]>C*=-Y&R/5"G+SV4N_@AP17'[VK7.I9?K;!FR=8.M\QU(FR,0_\NE0UR*?%O7H*3_R?ONA,A9U-HJX<FQ2(7H]M6J:-"[C=1 M\NVQ.!S*&*@7N5$[7Y1R6R7_`+9%A``_QY5W""'Q#P#;=OA':-_5=E]9J,`5 M#\@5R/PTQ)$?E*GPK?/F3PH'*&*_4E*3_#]!?A$D!Z@(V&UL M550)``-%G?1419WT5'5X"P`!!"4.```$.0$``.1=ZV_;N);_?H'[/W`SP&X+ MQ(DMOXN9N4C3]DZ`=!(XZ=S9'2P*6J9M[O_ZY2'UMAZ4+(DJ]DOK MV.1YD>?'P\/7C__XMC/1"Z&.85L_70RN^A>(6+J],JS-3Q=?GGHW3[=W=Q?_ M^/GO?_OQWWH]M%B@#[9E$=,D1_2[3DQ"L4O0,_YF6_;NB.[QDI@.NC>L/Y?8 M(9<(_ETAVT*_OU_<(^UJ@-#6=??OKJ]?7U^O*%WYU*YT>W>->CV?TV]"IG=H M*#Z]\_WS_I6[+#/<-R7&SIL8I`+*WJ8#Z?7_-?16G'>.=P*O>VSJTD(2#* M+`%_]?QB/?BJ-]!ZP\'5-V=U\3,P_)':)EF0->(RO'./>_+3A6/L]B:Y\+[; M4K).E\*D]!KJ7UMDP]IR!1SFP&$P`0X_>%_S?G:!H.27Q5VF0O,8+5'INC4A M'PDU[-5'JYJTB=IMB_WD8NJ>(7BD?GNB/S/0()6$CM1L45S;Q68U<<.:GK@F M_`&X&Q.8?'.)M2(K7V2@D>/^G`5'#DX4R-IZC*`)&&+3N`GV.Q<0=#30!`[\ MP+[X>K-T;//@,ANZ!VH]VT];3,G6-E?,TK\=4Y&I=!V(!M5BPE'B MV`>JDS+:KFS]L".6RY&QDD1?S25K/P;*K!J,FL3J?7FZ0,;JIPMC]74\'$_F MT]G7P7`RFVJSK\.O@XN?%V3/9&5<'>1N":*<=CA6ZC8EB&!JL5$82F`7O6*' M%?OK8%!6Q+71DJ`=<=E_:RB+T9Y0]FD'8P0RV#^6:[P0M":$U]29T!N"ER:! MNL!2]T8UC\`GLJ0'3(]H<`FCY_#':VZ">DUMBI[>N(D'8&*?*!)4T;.-HG21 M(-R(GFX$A1I75@-E144$L5B:1C>311]A:(=T>/#C MRM94Z]6/MFGH!I'WX9,*2CPV*85TOYS,9N,3__2I=<@5SU,PZ7B2"K;O8UG= M+]VC4HVBT'^<1WR$4)*Y./N&'MC$VL!+PS1<)N3M@?F[Y;+??F46$7_D-WMY M6@[V)J9>HG#))G#V M*T]$'JP5H:>UL"^P<]5NVK!)/.P1IP'\IA`,M%C@WP^*&"D(*?8I"5X M3/9F06"1&)MO120F0+BX1X5]0UE>LAJJ!$G*"J:M$POO+-;R#&D?K(_?=.(X M3\S!\2I$W[S>4%A7%?X5"2:;`=>F(VV8NJ*B\RP4,JS(.`X]5O!#@F$D>&(C MODN-Y<'UUT@BO=SPI`7"E-B6(I2KUVA)?/.IHPY;5$,.FW<-L1 M=)/MFPR8@U[,@@$B&A@VL1@0O2*'\U(.T;)@=P+.4K93-55F,_D[2[=WY!E_ M(WG3X$3!EJ>X<>[2T[/A-[)@QF,SF7B#E$V2S/:"(]CY)M!0TVPY_ZM-O$--/4$0!2>315!'E MU*>C"&TV;#X"H)+9B!`1)')>_IQ-81@@XXGAV%]HM%K0P35>#/?X'@SSF>R6 MA*8VX&FIUG'@1`3)CC,::G-MZCN_H((X&?2'(-3,LG"VQY^IR:!M30J<^TQU MM*@ZO66A.NVX:J9;A/Z9KG?=3OGD3V(^$>(OH3W;-^NU81H,`8M:I*BZ2CUFH#CR.?HF!]) M`*S!`MZ*VO*('N^?.@$MDLZ=BCDRQE.2$EBM#/!^;-YB9_O)M%\_FB)%?F.M MG@[[O?@K_/G.XCN[^;I4]G; M6-`-SRWJI.E^F6N@#GE=:L)!KHYZ7RLUU]6FP\FPG^IFO=#-%$WC&U"TP+F4 M3O!+=4H)!ZMY\A\PB07X:5.IC))M3^G3Q9!-`O5'LTG?F[V'_24^=VUWDEZ' M/DE';T&?_&EW'4HEG3HQO=X3*J;=\($-.>Y6V1P[WX>"Z72.46KT9.?#@<(Q M%WYM0,8,M[B\(J].%49VR6;4UV8)WW:0((@$Q::GF45.7H-Z`X7J2?E\#3IR MS_G>M721_/-D(MGOX_!X=OK5M@E_@Y2"=[/2VW?.N>GB., M[``Q'0ZUP--]>@@(HH"BHN6V^M0;*%2OP--KTU%+Z,BOOTJLI"M?G9-QMQ`` MBFQ3.P`\T%^.2VKDK*?G%5?J_G%99`>)H:9-!^G>;U,D*';!^\_1+M7Y6]*N MA/.?HV+"]WMQWW]SL_C\]GI;K&[[$)#N<.D(D&(@-1DQ$(IGS9_MC,0"OS"& MK_7!'7W$T_MB&7!NXZ^#X1@N$1,9(L*(I^Q.->J[.:` M]JS%CT-]@0/,KW#FW]KPO0KV>DUXTD;/,D.GX*G`9TIC39YIE0,'()FE&R;Y ME;CBW,>][;#O8=?$([5?C!59O3]^<>!4R,,>[J%F#>GM`).XVJL)5JJ`IB;Y MI9PXJ&?3@ ME#2FDE&C9L#,'$WJ;#@EHXR_!3@WX(P7:A/98YSEPYSIS#_AYA-H(KCSH;/P ML.H96DQ`"WX<%I%O,`=B0X$A;CWC,6WDFAKT:KA;A'UF:D.XU'X56Z>UAW]$_$?K(I_,I&YXC'>-L&@=2>J57W95 M:#S49C,??_P3UWR.`T(@D`*NTP%.<,5.PZ^6WMF!D7JC9R&&N!RN&5(7(;1"%&[:2I-Z^I!R<*T.,B M&2_D0\;5$.D%6P>Z-"FD]RK-M9&_VX-RCRGTW7A)9\N./Q$"O.427M^'I/YK>O=H.3&HP2!(`0ENH M1H`SE,J'@'ASM[UD5U_+%6MY[`C*I2+,*P6G7"5/ZIKG%_XOFS7Q\!@7:=^$SY-3GY MF^Z_F5T#>FVZBG6,R;'70>#^!(.O#7\BJ>-R3NFVQ^9L4:1OU^X/^_Y!KNA; M,_R)")\>'&)N=XRM2[&!(L7R!]NZM--.M../6`3:K=.U:V44*O:I8"0J,$?] M'LYFY(;[">OP&-DQQA"N-(+5K[P]O#405(L3):65[9/S_G0T20WU,=\M#YTS M]IZ5:X>W^'L;(W@'YO*AM2=@HD.+2[GX"JOA;_H5[[:LPO/*>[YWO.5Y08M& M3H?9P+F',38BG7W)C=+5\"_1BV5#I'5>EA'L+0B>F7`;17K*]GE%A/[ MD_]0'1<*!/7?=,O:OR5;O\V&T]':2$/Z_$!<>_A+^CA`7U%FY$; MT3[5WSOBRU6[Z[U1\-8YL?O@YA3#^]W$QUS'=[_IF1B5;?F M@[CF0`L)ZG!"GF_Q$%^RJ57`0MEDJ6[MM=-VO_359PW?RVAYQ5,@>9=.S'8D MS=872\,!T,#C?/]P^?.Y(/JE) MVU:"P/B-AQT&Q.IV*0#'#&ST.\P^TS"=0LHT_"F-FB0`8?5`=8ZB>:@4*LH)=P-]SE$V%6H> M$^W9)2Q)]\0\X$@Q3RLH42'`RB'0.?2H,+R-^[/I,!%2);K:_YM0JBYCED"K M+D9.=9DA-V1*]K'.!DK%`"(/=(V'1F)_\H/U&_C?PYIQT@%0-N1F]0+=X';+ MVBUG!U,I*BKA3TY$Z7N/^]K$.^4J",.YE4C.%5+PJ2`&R5KHP+JQYM\+YDCG MW/D]#E$P9#,$#J4*D:X)NZ7!G6?&!PMQ3C!;#'DACQD2W-I>O6C'**-3J\2R M:1U.II5#D53X*V'2NC'PD7)+/K$A!A<&>?'"*A$M)HETXK8_'?=3IX%[08Z! M$]!3B#AGZ)4&+!XY).@I#IC.T"UCDA=MM$Y@0:HWI;K\J3$:]>PR4[GLBIWQ M^`IA]G`PG0Z]Y;IXSXG.U9AM"26PR67E;001#SI4FL[Q*`BO5F'`WHGY6TV6 M+,:;3DW7:M):`HDZ.#LKQ()BC&I\-O;%@C4?:!49:A42*=)GY!12?0K21RI&)=&3LK0CZ! MO1^MP@"N-+WO``L#865[^G0Z&,YCH)C:L^/=N1`=X8,8UQ&Q5`9QS9JM%&@^ MG(*F_T0*8_Q]X&=%.VE%W2L3."]1''^_)R`]`:)S$#5N^;JA]5\$-L>2U4(J`3/0NFD+P6<#OK^S;F"%K)LEX3'"\-9L,Y? M?W)6$M-UK_ZON?W09.1[0[F-[3SMBOE3%%[%S&OU932J-5I]+_M9H@%=X#4)?BK?-DW6U>`C@YBU37<\[6#X3/F5CX3S\?^#!W*VAK[EN!2_#9+? M?)1Y=:2#,"4,ZTS]8,)6H=;1K`E[^E`&R[P/:Q101U'R_N%QP4`)C#6ANQ;1 M/:\#.?SJ:<)`X(A<3#<$8#Y:FF3:I26X*PF M1TS=8V;3YU11`FO9\DCW0$T;A>=QO!YX8+4M[W[;W1Y; MQ_]PT))LL;F&=_C@-A8:$0O"N,?;]MSR=2+D>Z-G<&W MI>-L>*$I72W>_')?46,$R?/;SL"FEVO;94Q'D7Q:=3?V)!MVA M+2?3LG>>*_W`EUZ0$9>**'SN]5Q]A$,N/E^+UE#_MFNV'P2NF*%S'5[H.,1] MC_4_R8H_&$M6P964_@+S1W&SE)9-%\]FD/_%WJ`!Q)*@CCWSD M@M9@#X;'H5UW;TCQ05<4SP>'AK37`NU[2Z&]XVF_]NDK>0^GJ<;F^MXEKG97 M!I"E(2K`S7+V:0=.8;_.C9N[F;H\D>[!:T)"V8T:T\EPJI6#V07?&N@VO>?W M#,0]RQ:ED+839G;!GL"W@@8")N,.D4Z)UK M!(G@$R`_O`&G8Z'HV9U`Q@#>XZ-9'E%L(,7C13;F2@P5&19N=I1XYOE]\LU] MS\C]6:Y+).IV9W2("R9]0&$T[GLW4GF4L,EZ(-^BPD$\BO$XMR,[E[#]Q3RL MH+1WD(M_%PEWQ.LO)R]OP;)1N-V3EU%Y6K`9(\N,"'\\BP5$Q@%Q%BK2E,VH MSZ'PZ;#;87J,/`O$NMM=I+LM(MU-X&:FK3S<_.WN8P=!,1UB)``QQ<0-@V%% M'.PB!);MF4-MZ%]K]0S/@K,!EXK[:TS;8:0#8+H-=DZ)C9X'Z("&]6*;+V+] MFP6UZZ!#P#0/4RZ`YP5I"^3.)K()45/3D)$XB12!)ZAV.>@X"Q*Z#8N!EE MX+-C9JP*MHW;,OU0-@F,970\37L&I$F`)*PC-'>+9=L,)9RQGUHPBP*YN129)190[9/I;HJ%J MZMSL9NFX%.MNKOF#0JV[G<]9&MJ'DTDT,\I&*Y^$RO&JHAYBB'IZ^OC\I+X+ M)WO*:5>.*:FN2PK M%\'T['&U78?(Z6>GOI%E@$ZYB=1@D%>O"VY3&FK[VGPDX3X=&4EJTSB<_SCO M.NE,Q0-.D2TZY5R_VA:%*1;D.,JV<*QN%YPL*I`TD$^FL[&$HUVB*/6.C5K5 M%?\^1K"T7BKE>">&J6L!QODG-BSGWF:?G071[8T%UR)E)7\S2JM8&DD71?J: MOLE\.!'K'.+-*7[]623;1`.2\(-AZ?:.G%YU=KK?!K99[@AV>*HKEL!2L!A< MAXVBLSU.#@EZ*"38+HC4JMU),N,2;;B2;TQ.]VVD(RA=5-&25*M#^CEY),>YK3^ ML!_S1N`C;OM`(2<`HI#7)?*YH9O,JV;:BJV;M$LDW$9.:!<*D/#JKY MPVFL4,&HM84.!;S#Z*5PTUH54DJ"CO)R2B]S#P>#>63GA>??7Y+^_1SU[]@$ MNNF-6/FA1M.6.4&^#EFF>-=$X^;1"LT3&QC4QC+5@2,>Z%0T:F>CH'O#(GRVY.I-Y[WF29:M*,[:ED;2K5I^]S@.51$HL,\DLDBE;]>L/+KP3(`$2 M!*":,SW=6Y;(0$0PXD,@$`BT''VD-JP*>UH.(!WPU+5JK:=_T9!MC3$QZMOD_BTF9K/I6?OF3#YF?4_^#CFHS+HS7DB1$R&G)*KSH)PD0GV\FOU%M&,;A-7[![#'<87`>#&'D_ MJ#)`;XYFO5F,,S5'&PDSY9>P%F6JP55V_'N,);+(V88R#!Z%H_3%UI%>LUQ4 M(_9B2(OA9+2"_MT2MAU.(HT0/.7J2MPRQK\,26-E']]PBO<[OV6=8NC-IN5? MHC!_!@:(2#6S^$`<7'0`_JH M22$!O]NXT'NZYRP1IF2.[>9MC!^_`4H8Y)0!(5T"V[3''KGS@7J!YU8(W`VV MZJ5V!*5^^&:^"[J,QQ8():PR%9A"#W%_HCVYJE=17D?Q`XQ??7QZEH+F'8*\ M0Q3X$>L[#Z*C&W.&,"EJG+O-;)E5>>;M%;).9WDI9U;&B1L')?E@>2'G*1]. M+R9-KY!Y52'90/4[;(E"BL'R%-_=I`KIQJSIM>)4M5(:0Z<5:`&L,7!0`-A@ M_4T*:+<''*OE665.X;G$V]:`5XLUX?G4638AB^VAMP=Z04IE#$MP:J3L`NBD M2_:!D#12`>Q6-Q8TE95WXW[X8>M*`>B@L8(HXM_W5/^[9N"H#2Y\B^AZOLUN M+,C>UYL]&\'TO,*TP97/"`D<40ET>"+3MG-?:PMI8F?QDQO^P!%%Z#V^Q/XA M[3G\S'U=%$V1K3-I\;)R_$M87E->1G/4+N\C:DI M)5%?^./V<'E$L>7>_>YV1'^LY[1'@0PF1+L5SYREL\JCP?`'7A-EE,!WUTPZ M78$\_E!$E3P7*//;V1^"^1,<^ MAVT\9L1?ZSP(+^VWZ_6\[JXY(9/..D:8N7YA!#QUC$0U1Q622)^/LCVD[J(, MV95X*"Y:#5UZI\$U9%W2UGY&NV\V&!!=WL^=W2J[4N>^?IO:$R[D.!8TP0'B M%K6X"0OTVJU`=.=B1HF;N2Z2KR0"$!433CM*$"<7Q)QSW$'+Y$47VYV3D+IF\G%<)_`I!6+03P%08) M.)^B$/Q\\?0$O3`-BVPQ/="`CU0`$7F[H4IPJR^!%^\4<3L".UKIMO-KME M'LTGW;WIIW7X`6S/];#=[[(#>'>$>-?FJ$G!N4L!> MGU4E9>G'9:75`8N)%E/@&(7IBTF_[O>UJJ_WZ$2I_R,]X6'NW#=R\61TF5_O MW?F]^&\90P(N2Z)!VFRY<.;\=3LNV\MN-:=WG=>L;(_BG&=Z1SK^ZY[>%PF> M\(DF4%R9[A5_L&"UKU1M39#!PA&4R0ACM"E(FT0:1?(2N/E6.X_3L`CHQB'Z MX,@"[KX:N0Y"TL_;`-2M*C,[VHF?W!XN]WM\Y`:7?$6!OW^C_Y?7$U#R9:V[ MVR([YKK>;>1F+^PG9&RI(7P!*%OR1_==8"[LII7M["& MU,0$?G(7^6C='L75DV]L/.4\JW_^9S,B"N?KS6R^9L[ZM0L@`;F"&1N5CR9P M/R:Y&UQID+K@G-")'^)B6OQLY1'TPK>'>Q0?N''LTP;>7V^O;K]IG^Y5:*F" M+8080-3J1X&-S.PJ1*L`QPD32\B!E=J!VTED>X7Q4S2Y=/.F>&+2:8I0NE&G M$I=TJ$(%_D5Q'/U$*)N00\-HE)]N[-UE9X2+HWFLKR3XIFYL%&-+=(;=+8IJ M\092TLX+&.N>BB$KMW*214Y^CAT]E)V&HP?>#Y2K\H'R!+QFC)Q"6Q0Q2Z70 M[@L9;9`3+X^S&L#/*<1V&F+W?FICZ"/G\P4622A-'S*)M4Z7KI M;)?+-J3Y(;+4(VVK4;V.A:2")(SZ`A=W!&RXG]D1X8OZB%F0DIT MX:\3#!$9/$$;RPYI4KPL.MK3@EV7AMA`RM>0[4`JT(A]I&KUP6V2EYS?8^>] M3.GQPR\AZ\CQ:))V0B^77W$KW^SR$XCB.)"4!QC(P.`RS0_R?IGHXNN14*E( M4;*`:4!1*F!3D;8(>-Y4IUC+T;$7420QLEN/&I'RF_O+/YZ/GUT_>*/MLF[/ M:9*Z)!P:82?=="W%S$ZF12U\O5MNVL#9&Y*"(QT<>'AT(RT3#:A)'C:SP0$9 M/6MB""KCVPN="M5&]S@9!@.B;DW8!*E"T".+J_U*U@FNW/I'.0*VPJ5<;X7M M;K&3QT5+(7"`Z/)89[!F126T8J."KMQA,^?X]2F)63 MJ%DO]Q"V%-*ZN1:V$@$DV.@C1\."4U6>Y:=ZZ$(9VIAN5JDT>)O/1 M`1Z^*&M[)PMJE:HCR'I=7FP>':C1!>168-JE'6>R[[_8#??T^[3T.!4782&/1)5$X0W>S56PMWF9X4'5/0+L.D M:#2SF&^+T^KY.`+8TNC!;0:/I]/'W$9]B('H=$IA(^037V*MB#@$"5IP)ZT\ M(T?GXN@',H7+T/L,W0#_U-,%EON\S@-R/":$^Z`NUKL\"J*T2&HJHV:^W:L: M^9QA\FD[`-=G>K4S;YTJ41`%7+F!?XCBT'?OT0!?$C2#\EO(=#RL>3[GE4^9/=HP M,2\BEH+;$W8Z)@AP'],X"S;'%I\<-G.G\(L`4!J&G$&-,+0DZ=,#V&.!(D*G MNX)!UR3'LZ/JW,:47%56:$G@)T8/7?OJO9[24#;RKJ`-0.(]JAQ`V'\)-?K:[=1$K8U*@I`6N M(E,8H4*HN1FA>D!`A60.6[*O=Q9X>;<'E7[=H0VAN#0E M]"Z]5YR?0GA2N_3\,L65/F3;EOG=QM#3C@DCF!7>YU^N''8[F7UM>)*FB>$^ M>@Y]\F^_,D/YX3XZTF8S^:_PXV[&)9[-:KT[$ER]5U[GJ+?"1*-:,^BJZ?'V M4(8T:$B0CXECG5IK&G+XC92M_8UWY^5P'>VHCD+XC`N#^#"G3U5+AJZJ!M5C M0^:04@%"E7`Z5M]F,A+)"W?QC/ZD-?.0O(@NT+?;Q7*1NVC"[+8ZFM=37D39 MG6&097J9,XU]`"(008XR85T#)?V0NG&J5HY558XG^.R'(=Z(G%8:@8R/K!Q. MEQ'I2^B4;EA/XF3BF,(&A%[X/[B;/H)JLL78O977\Y)F/.%S(IP*1,J9ETA# M8B/R0X6F\:T]E:(Z8T35Z2_]IMGTI!X5F?*Q)D^A]_""XH1'&!]OPE<40I"M M_;Z.LT,H:?9&2?:$[7:UG,U*%[UH&>T%,64RUD?D2T=0&HSYB[1P$^T1&[P744T[H>Z-%C/*D/DRXCZ7E3MSMWLR,< MAJVWM1FV)$OZDN6$04G9H)NJ%+F<:?>ER#'<0_\5,L-GK8XI9J4M1Q10D)+< M8O)R'40_>=$H^QGM.<`&`Z)''V?(/G;YA@`RCP,FHCO1-HKWTIL)$6,!L@)1 MG/IG^"\3G9G'?@T:`.`"&!KSH$7ZOELB/>DWCA.7*366V*;F;<+))YC^A#!\ MC-TP.<`80GPG?/:/*+Z+HSV$7G*-9/P.?^9_Z)K3QU#5/-^/8%5\8G2VVQ9Z M9&."<6=5)V8<3-?Z$;7VS6"R&@$/]EBBK\6"$8N@D7[\7RI;5Q%#K'^#] M;0V:=/F'\^D4D*C+#;F7(]\M4*]TH+;ECR=>@50 MMZU*76@#W)3-X6WP8%%C9GFMD-(490;NZ.V)MX>_N'[8W'3?__/LQ]"[1DB! M0J2>_,$02@:R#`/8%%U!KG;SU::2BZC<3/F,!F.5=F0#DNP=#D/U9RXFUT>) M6ME0N#0(#\:J!,KU@2^PPD,:SX9,KIXR9_(!^7GR&S$5HWF&$9!0S48,U9P* M8'O!E\+=A$7-T%^A]XS"G)L0C7.FOC9C%T^2@7&1Y*'6>.Z%C@\\--2KBYM()"#!'*"_!)[)IH9:5$4QC^KF)JQ4 M-X)L-%`9#I#Q`![0=-M"+KZ'CTL^W< M*&^`0/!7Y--WOF\:W[J8$[Z,8CU?+IFHQ@C<<'"&_]T,X&(_(1D$G$?L`L1] MR2YN3UAT(21D#".@.F7R<0_%?)5!\*WC1>,5,HX%6*=.#;2=X/W7*WLP300- MN$C6JYEI\*L>,H;>/6WO*8:K7:O5J88RCXI*Y!`U]N5N,9+,/R"9<6L!4[; M;LVMXR=&TXZI0MTWG&)6N<_N#7V,:GP.30?(D#,].TCP*NI"VT61\11,##1< MR5+`GTQ5?%#/A\2A<0/=+@/K`X`\ZA*E:B,FTX"C3@K;RB`'&7BN1D-6E M$8\NDV7X&&44X@D>AON.$TL=;^CT5SX;PO5U:#K("P\K^5YR/K9*SY`KJA+0 M80FX[Q-0FY?U&V#-J7JT8ID/E251?>?KI6C8X6=MQB1*Y)R=@.=5*@7-'\:? M3A%,#QVH"`O\EF_T@I[,T:>UOMU;]BM'Q#;OEJZ`76^WLY6L>YNO`YY0%_T> M;KTO=Y<#R^O.E#='X4.*>/CLO_H>#+WD#L8/+VX,/\-]@/[33*5+O:K9<_OX M$9Z%MNNBU2\A"PC="U!0OL"I7$"(H]]FY,VYJ5K!R[)6+R<(O(P2SO.#!-/6 M?4!XP@]-!/XL*:M.,!+UT28$">G),/!T7Q'0>LX,I$CVU9\M':>-'Z9O"1@G MCB,EC@'OZ+@C@"FY8;N_<^/;F#0K\,AN4NZ;_5^/^Z89W^"Q(P/"*]9LBP@# M?):$D,ZV6HMIU[@/J1&[ZE5DJD&AQ,.-L339D,'S!T_VM$G/H2S()"NV?*^Y`)2<)2XS1#:6N_A5_\&;)6[:NFRC\W.H*"5MT+V'"8Q?R;E^>N,9 MML'J'=V9F?;3-T3R`&-<3N[F M%YYK+H>=1HGM?&A>/4_)D\8A=`"0CV"@CG8:X0DL7AZC#OWP1* M&H3>UAN;B+`DD5XINF-4*!=G%PGM"T"I@S^R_]I0Q:!>"]E-`PCV/WYR$R)\ M.8KA@$+&B!MQAK"B3/EGX&.(^+N?OMS#YW.`AWK++B2[AZ0M$2FY0*"2G\BA M.PHXU5#7K.'J^!9XIJ-1;EJR88&/]'8H!P<9*.#ZO!D9BN. MA!4<@#\P#X`P81`?].O0T:A#G=BCTD&;X*3L*ZE9/)VB$`]W>[B+HU<_0:B) M1OX,4>@>0^^&W#;ZZ/Z"R2..['CAPSA:^A=7PQ@5/3ZZV>V*@X#%6.2JO7PT MX@->-EY^IVN*1]2^1-*ABGE#%;<'4(Q&EDOY>(`.",B(@`QIL()4HX:$ZS''-UJL<*+KI"S^RG^ M2?3C5MXPZ44E&\+["S-GL^5YT06@!+-_V)>%4"0^Q\6L3!,H/?)#?"&S,,+A&EY MZ>Z5>\+,"NRW2I+1ZW-2O,G`>W&N/!L"9&,`,@@H1[D`^3AVQ($3:L11KA&- M_CS(&1I.+J];^SR_)^#L?=,:_Y:*V/#R9B/HTL8C4[5"BWFM)5&KJ.&*.Z;Q M>);R5EP\.7P&%B%APCL%^)(X;+V=-=VTO(#4]EE7N28^R&:X7TW MJ%Q%?7NX+I=;-;K)BQD M]>.VIPH4*\%1IP3MGB]LYDP'%U.D37XLE!]@OF.!M\HEH%?+96O>;MJF)8F! M\7+V^*!5.8$NDQ1QLZ'Y`,XIO3")`M^C+2@9MPWY,.'?I"?^LO9S>**C(TAV-^HAD">-VO74ZO,1TB:8"X?B>8D=M9J?)=7N+ M^:K,DJ&'\U/B>[X;OY&&6WEKK:R5C\@7[J%@RJNZV9+(;&SF#$>[`"7]K$-= M,8*51TJG44S;2:WQ2C'#YCJJ@);4K#KI;5_I[[AUW\_8Q_^\AO#.?<.1Z"6^ MA@>7=;O/\/9P0RJ\_5=8/L"._$?2U+]&'<>PH,VN-HOYNERZ9F."ZJ``$049 M57"9@')@W$^E&+KZF.Y%K4Y5S=^!JOI6P3KU1?>X8$QV>7"!JU^HX0!A`DY\ M/6A:):M!F\KB68%Z)\91DI%_C"X/!S_PT3)?TDQ:KUN$CDW>A*UUMG$6S$[% M;M%V]I21!T?7@R"-R)_W15MB9-_HHY*>QNJ_8_CV`HO8G^.(& M!_Q@I;$Q.)UC/*.FF+*/WKBYNP7>F;0RQH^=8.Q'GNY&75-I6@1'J;(?(U", M81=!*STP0;ZKDRZCL`L.%*DL*PZC!6PMAP/<@@6X*VBBTV+XB@@5FV`FDA M5STZ^Q.)QRP!KV%ZZH.KQ,)%Z3!)J]=%G%S?`T]OO9@S6L".R[>G^)A.XVNV M@-8Z8&U"5"^4)KJ6Q/E`CS]A\`J_H<=>[DBP,N0[MHG8!J\M#H7K'9SUAGV= M#V(LP(8W=SX>,=TLV`.!?_13O.3E@C(C0*BLB7VT<`Z"Z"=:-R-\CB$":_+W M)E)GZV7+\'FDHH4!&]"!`!D)T*$L!/&1ZG"HW?G'IS/B@M3NY7.W'P*W:7O6 MXA\7980!D:U(0QNGB+C`XX,*`_2VC`H+E2,[E(D+4+`! MLBC*@GM'C>F2X,[O(0DD3X5BGK*&'6CR.>:WB@01XL6>2TPG<,W&YK#B3V(* MP?#)Q3.*,]X>3G#O'WSH/<#XU=]GJ$N9[3!,L?L-CLRD8])6U0 M$`<%=1*:7&3(80XM)I#?:IQWYU4T@X#;U+ M!#A!X,9O^-]?W#C$AR:^_-J_H.\-KZ.X?*\.5<,M2\7@=F&%`HG$I]RYX\@! M#>8N^Q'?6UQP2)=(E$>\0LBY)!?;5(@THA]K$4O[5Z#W-+XG6%/H]Y*8J.KC MJ$ESO>*JDBA$E-$J$T97V$G*Z2X^E7B6(P^-_GXU/T M%:]1A8"@];A!$&CR(KY!O=@L&`!`Z`%"T+SSCQ.N[?C:A!-V^G$2$H>G0MGD MYCQW8KDX4P&&%D\%4Y@?)A+T/*QW<<+@0.)$1N5,6.D@Q37`F*0A%U$IH=.2 ML):2-.HU8H;7B+9Y&C'F,7&*I^;/\*DC#5A[2K>/E$.+I[06RWG%.2@%@$D8 M](2ATJU!!\UT1<*\*8Z++(63AS=EG&3^@_O^".%"X=I+IK!:NF M1FRLNG-E0>'N%$IBPAW(J!=-^"E]DX444\A.`.;OF45\;%B$T8!:QL-KT;6P MDM1C4=$1Y=<)=V+J_XS-%\RB3H,;T0798K;E&V_EXQ+N6"$'9/93O8>"2TL\T`M\M M6Q.P;;1CAT%@'5 M]>8%GK6#LY?-Q'X,()V=LWCQ`IQ#%V>9_'_AW?6<)#E2@]_-IH/8Q;,[WI;/ M)@:R^6[)U#Y0USQ8,@5(ZB1KIR`>J$D8@QL1I^;,YA.`"PIBDQ-IO9K>Q9%W MWF/_ZMA+ZWI>.\QT,"-\<'V]V!7=8BKT0$G0U&Z:,NGFYJ3K\7!E(CIM$4]B M(NIQ=P$W*WV^3RMF`O@D_0;3E\B[09"4I.1`,#>,9#VK-6!G,""')C=.W M[^X1=O;K93RJU2':XPOOQSJS3;'C7)(!F([A3KUCA7)DA=+G$7S3JCL$1P5& M_"&&GI]>NWL_\-.W+F]H/ZC3%UJC2UR^4,P,A`C(J9CU@Y$".7(":?,!KCG5 M/(`MO'G[[^Y.S7K4F`_(-F[>S!8<+S#;D7JT4&Q/L*$3=8=I\;UA<`=J=JZ` MT'XX^TD"K_TX23^A:`RM2[*R+'[.0.@]W;D#$::$2SI7R'JR'`(U'DH8'#!E M0$D7]6N:\X/J!9VW!;VN"EJ4(AK,+*B7VA&5^LH]^:D;@*]?K\PG'F1\MDA` M""O/R"R+]]W#]!IZ,':#1_=7MK7Y"8;PX'-K&7O>TCGW=K,BO*)?;Y?YLHQ2 M!!E)@&@6A0H?,K*_&9J350I+7#`C970V%C/!VL0LH(?AWI3`_9^?H]?_]*!/ M'0G]T/0?]*N""S_9N\%_0S?^$GJ?V\V2.Q_5X"E=XPL'=.O5;-MP#T(+8&(` M40.?M7??52>8,T2PJ?U#Q,2P4_2JP>"\0F\?E)Q6>"_IGU4XG(BGB;>;9=UK MLLLE-!.84):*NL:B/>$2PSP3.=_4_/'5(J7FJZ;%*QDS3I1W[W*OL MNW-[0A,DN5;W\BDA)]0'64$G06O5>_YW8]Y9N;GF-<"=PN\A%XP9B_5+F0 M6+[-UYS)*J=GH.1'M8#$;PIY/+P'A"8C/`&A&2DG;X_OL`R0[SXMM9CW('RJ MJO,H!_=Q8]Y3\B#1LB7O[-3R'7HBSNC!#C7BL68<`?',^$W;[/A>TU"(>9]Y M9-S:W/6D,4]YE+BDUMDLMDZV&GK8OT#O'!#H_1J%SQ^1"1]!P[:2K*V3%4XS M0%)'C:1F_.>Q>2MOGUJ4YTA_#W$'(,^="M.W&?+.;S?KN*<>M M:P[^GC1,HN3QM=6O;NQG5YSF'?;"%$@%Z3AJCCJ1:+WCMC\;-'$ M/'966BT#DZQB*]B"3DB.=F_EL*X%:MAY^U:8JIZ:JELL; M/?ZJP%$D\$#Q`5BQ14N=A?S/Z`_DMG1<'2F\#R:1KUD$55\3)P@R#Z:?*FN+$` MP5U@R:AO>J#+.\<]P/C5WR/(O<<7]C6W-$80L@OD.%R*[K&MMEMGT8"XC,5P@(YG(;:IT0Q!MF\\4[`4WWIP M01#=NA0X/;;='K[Z[A-IM_LU0N":_!YZ,"Y*(@B$7(;>W]TX=E'$"0>@GOP0 M=N&A-/^"MK^>.\O53APIHP,(&T8H?M)0WCLQ2Y!Z.>(*8/^R@Z MT#[+%H3/F"]RKA%]4?2]V'5^@XG9AN!<3D578-O5>N.(+]P1OA1#$GP!U4'M M0F1%NI'!7FVZ402QJE1$P/0[1'-YH0`,IF#?HP`K(+,7.H3!L5N=&F`P?6'W M$!-YS3)HPSR)+K;6F_56)N#$M.T*'^6E%8J!!$,RZ-&A% MF4>^@&VG_(1>,5FH4>%#N*YHL=DVG15[:874!?A+/+$W/DI740T7=8=E)1*5 M-508K(.2HE75%`Q[["R7:&K&I%/5^B8/*]44(F'`Z43XDC@4M&SF$9IMPNTM MZE2O"3N:A@\Q8I9G"NO'I*?F)08)0<:>+]YXV(#WU3F0L:YFL7112#/-/"=; M)CQ&L#5G9G,)01M\NDP]19D;AT:=>LXZAZ M#B)EB=^,D6^=9ZD9YP?*+6BK'(EMCYT>Q="0%:Z%F!$LH&>^8M*I*GQ(U'7/ MFS%?PZ.L*6\?+Z?#2Y'1NAXWZH\0VG;-=+Y:S M+M=3OQ[`91 MAD76;1BJ%9L'`]JV!,7ZKDTA.@&*^R^WENW\B7IJ5^'Y_=(,G*4]_R/XG.&,.(FYR\!W$LT;-@T95NQ3\7?\B&OP#Y M*&3O(V?A(J]%?RO^;DF4H$&#SKNK1)_&_3HCE^'?P3`N5=)Q8NG[U0IHMY9>PMGZW49Q50T_\\PS#_5OGQ:WMI[3GREHL")\:6Z[*`^(%%7,7 MK8X49*Y9D)Z$UDAIR(3W>WAR?0^<8C3A^2GM;I<2"3$@V\EXN&+Z:`#H:O*D'#8>NE`P*2<$9#@FQ,DE6I MC`JBF":R/CZY^Q^X#[H?(@?`"[!+G&1XAKP+W<:[=W]1E!95K@<#@=D9?:1S MU>?[,9I6&0W(,O#=#R&^L.\MN8W1PAK>A-?H_^Z#*#G'[)[LDPQD*B91*H7H M(=7->K9;-L*:-+]WR<77*1$$.A4(1)P%'"L(E%00*"0\`0\QA=$(N1B^F@GG MAW/&\*^?W/!'?#ZE^S?=>X;F5@U^'SQX_3M,?J"]]_>,+N8V9*<2EOL'>N]S`]]@L@XE:-N?J!L@<<(4,8( MFE$L*\F_C^E!K8:530_F-#S-[*!6S61V6,P^;G=T(>MUJL3J"4(4%D=/$$)? M0.T$$7J5">@;/#YQ^LAUOF`.JAG;+0-OD9-72((_*%%#&U,*!&S! MG4X!18%JM)1.,_>&I#P(2JD9>SH\C@$@/,TH08'8?T4^]@HO]_\\^S'T/B,@ M"I\I3J'@%'F?&U`(8WX^B=>U(X0X;\*-_7?K37'334X>Y/0!'2`/'O(ALNA" M,WI,)?S<'N%[D&4J#=`+OCW/)Q79YM!$WG-+;)'4C9F-\H))O!5[%07X>O'8 M#6Z?`O^9>/UC=`_3N&0=#3M&$)+ZP;Y``;%:XJ=W:[MN'@@?/E> M/M0%*`<#:03H<`"/A_Y$1C17>3:]>I8-_;AELP9\J'C2%GG]9:W3R[\M.PS1 M7)*Z:*A\9(LN8@Y+7KQ^2P*[P`I-OG),*]PO@I MFO)#S8N&&27^Y8>ULT-XY!#`^P%#SOD;AI)L@+#>DS6W`1ZY!:FR^<8DJ+4!,'?)#%UQ M879J+^0<7917NUFR"#.A7[)&RXJQW0#-Q<@[21+0<-7Q=#[:`4[J/H!98/OT M]MU%JRIX^F! M/R@UXUXS5L!FR"PDH'[?X9L@VX,X:E&Z:?G93TY10C=B;N,OOTY^3/OD#-S% M'$+/V+;F`&9%-]1GR_G,:>US5@?$Q;"5(:W<^IQ<04UHLD1!HK=AZ=,3W5LI MA_E/6`YB?@-U!(JT=U2'*M-L?(%3N+BK'[P]-%89O=-?QZM&X@T^/^+MDY?S MMG-GBWF2[/X;37;3W;+I=B:H(;T*QB&J!%^0@(0D\H'7S.15U]S@">+Z*A!. ML4,J'X>IDM]A;82"&.ZCYY`4_4ZX@R.UR:',TCL_>/]'UA^+]L,5.R;MT9BM M&$RG"31IT$WGRV<7>V&Y0SW"4GI)6X;A??Q*W*JT7HI@?'8T`)]QHD.";,Q* MY8R]R*=678T-4MNQ0-1M9+%"2*D68HGX!E#/Z_9@@OQ&PF+#\/N"#"N^FVCC M19&;#]0`>\JOM#4$[@&Q-FEL-S[8&?KY^Z6OAKF'HK[E_01#@AM)`EJU$,BZ M;N?K?=$>\)*YPV[%2(77P4KY-7U#=H85R;EL+\%"%(")UJ->`(OWB/LL6L)1 MS5[QEW/Q%Q3^X(L@;D,Y#^6]9\1!.M<(*%$`@JN`#IOL;;OE4_=-D MMVJ*QQ-*9*;9$AP!@P_TY@(BZ@OTGG&^NYQ>+4B8J/G(Q2KHN25U)9@XL!`( MG!.2/P(0049T]/=$3Z;O<1!T9#8P=>G4+"[=%'J_]Y,?0M4EC%>,H%&;#^$M MY>UFTS[K4]*SI-)DK(#-/7,A`?5[%-\$V<[$48LM?H2O6_DK!?;+/?H362I] M]I/L:+)P`;<\1<->*,BF\$0R6VS;U:*5X?6$U\5Q^O M)I.((.E,?8`AH_MW@B>/\%?Z";'T0YT)EB3M1I2"3XG3%]OVR1))7\&C`C+L M^P&5@9IJHDJ9,+BQ+6$PW%]&8D9=M=:`1K[B^/26\7X/`UIB\^*?/KW=D%MZ M'O`]E?CQKY@[],=/;[PPZ]%]"IIM3PTP8!J0)I%*(JK?MGN+5+BKYU+^(,1M M`BD+M-<1*`EKSRBZ3>K8O5@XW1>T#CF_^B&\07+()$08+]N"6`5',O[2+O#C M^PL>`)`1;(2<@>*+PT6/^%9@1LNDA?V]KCZSOEJY5ZS7$JK/&O'$"@/BU[\M MY^WLI#4%%H,E:OI2I9+`=*./P3(UNWT$U7L(A5I^Z`<&AO^P<:"I%6O<7CB' MRGK'-`Q(MXQ`$]&&#P<6Y3A'"]F!$)8TQ^@PPEX?LBB[6%A/68])KI+&9^'W M@>L?)9H%RM`RZGL"#,I4X'1,T?6&@60PVKF"#&=9L\#IU--L%EB;'#LZ!IIS M:PE_Z'9W465:`@-E[XN'*.AOD($;LW?VQ`$Z=,AJ1U05'J./YZ-V]WOE8(?NH[58Q:EFO3*.,\T?OJ;:_00RT=*A1]A](%,/"9Z(&<( MG`)\\(F9SWEOZ"H"&U.`;N_G?<]83&QM8O^@8[Q#="6,"WOP?+>8$D8),^\[ M+SM`G[U-PGI*0-X;R-7\<0HT*[^!:=@2K8W\:K804K[LSYGOVCLS-A4W#A2I M65MA7\%BRZAX'F1/*>)W]RC::;SRJ!%/*,>7L9O6`)G:;+U@N(2&3MXGB'LB?PF9BV*EXI%E[">Z,KT`,/1PT$:'GU"R MA]2-T\EE6]5D>X+/?ACBLY[32L@%-*6RT5*(W!3-[4@)@@,&,Q'YS<[P2=%3 M2CSF9;UC9,YG,")L4K/5LG7Z)ZDV4[,J*!XMJ3-&4OVQ08=9LH,$GH*4WC22 M(/=].#_]`^[3Q^B;FZ`/F)5Y7GK_."=1T`Y7 MJ]ERV;I.)"$]E;.!P&,$Z%!Y]2PH!P-_T.%^,W2/R%0*:4*0)0KA8I,>K33A MBFPT))E6T@@9,RXEM:0AT0!)6IMG-C4'$NC@8[K-3K*/_1.>'F\/W^'/R_T> M9_?P17]Q%*(?]Q1Y4"3_WS"]]*)3VG&Z<`@MK1XS@$&)7-6JV)(KQL'9:S02 M*(<"];'(FOD-'^6@PUG1Q'!R-1&GO8=[1"9X`S=))L2`9A*9\0T83`]3HZY M9CEZ0N%QPCARPN@)8WGN4,:I3*&-3-%%/]/;PU5T/,$P(?Y#VOOA*MHD31Y> MW!@^N0GT[MPWVAFUIP_/.*(Z)^U1G(HGB7:SO&M(V5`83=[5(4$V)B"#7@`R M[$P&FT^5=GNS9J/I&HCWK!9%:\+ MV2X<-8!C?L&@4V4$IB\POB'5?73,M*@_XGCD&$JZ,PC#V!1=TR?]>8Y=&B[B8[Y M4.#V`,A@H#(:N$QKU8&&`%.;<@AVE@3!"1G1(0K\J+"?!+A/T2M$-A)'Y^<7 M$(4(86-L;1#O.B:^Y[LQ/@^)8T\_]9_18R>DTOV?C?1U58!:10YGQ`;1N8>RSLY[0'E+4AA>T@>5\O9S-::APY<;Q M&YZG2<-Y?'TNPEH\9]=Z3`#<=P+_Q2M,QL,-$6+>C>?'IC8R(Y,2OX@>CF9;I@.6LVA;4I.S8W(5'8]1^)!V91L9 MCQJ8%ZOC"T\=**S;UJT\P:U^,"%`*!GKZC->JF5-+!OF/Y8UL2:_EM!&72#S MQ:MS'"-`OPR][TAB^H^^C]?UJ@D7Z>!'_+J7[:811R9F9H;II!.?,D9+]PKC MITBW?//LA&SX<8\;;1UH=3XN?Z7W>KZ!CY6XR.",.<07F8#2ISH5H746V2+B M7TC<=Q,>HOA(`MVN5)_(:[J#<`&>1(.PQ6RSV&6U0AE9@.@"2AA4*$^=/^)& MR,JEG5L@;7=`K5QD9[S(6L)O"2AK]+OF4?SN9S5$'IT,"&]![]:;3<.9*#%`J0%"3J_[*)3,&2+9U%XB M9&;8-?H5H=L?_ANZL9@WE$\:\85B>&%[6:_F,[8G8%IV^,%`J9A>T"V5?A]H MF1;;`^HJT&?_=WE/I,]NVDSJ\I_3;/NUP85M9+G=-@.J#"(1)8!)F;/[$1(Y MLA+IM'FF.34MOBV\/GM_1&0[O@OYLV;KQF.*FL!ZMUTW`QO\OCE+EN?>$>)> MI]56C:)IK(5\1C*)9WB-N+T\'/S`1\[";9S5>DYGCK`YN'!*:;,KNM.<(=UX M+:D82@F.$\:I"7,'P_#MF[NO=+%X@/&KO\<=/'#IAM',&,^V:FDPICH,N<)C M5/`ADU+O?U&OL_1P(WY]UF:Y++TGC4K?,>8Z2D5S*J(-\J3Q(O?>IZ989'(9 M&KGG'L!?N(`<`H\JP.WZMAHA0]`'&Q@BHB3SH"())38`R`!#6Z[G#ALV MG)P-$#)4N"IPN)WQA!G'D7$76YPD.\1RY\:XD$EV^A5X6[<+];,DLS,ZJWE4 M?APL(V[0EU1+25SK[MLC:"@YDPXY!TN(]K=#D>#\*IK]5JEUTNE)/"J2]Z MTM+X>2LUTCDUZ4Y(N@03,U4\HNB3<:0RCWA`%A"]HX\P7/Z2\`H66'PP\0RZ'7*$PEP@`''_)M2BD`%$(N4RY>\Y(N M_RZU8(US2\[O]7=,._N0:6/=X_363?@C).WT(*MF2:8M]KJ2=?/E9S\X\YLC M\IXVZ$89"\*;;-O=ML.!,FIV^,T@T;(:Z^G$&#!W#OM&54DLGS\;7M/E]E5= M6.3PDK-H\RWS`#"@:T>^O=H!!-;-I:.D[?$HJ^93CET*N)9U-4@R]KQT[S6.=!` M`=^!ZT@YC07NUQK$.'&W6?$:M8.(PIY%702!'0ZE#!7 MXI4$H*6.GD/,#7`)V4A2U;SML(7::Q97MXGMQSJ(649 M$#7YD_&(E2S:T`ZWE='>`9J,4Q"!#$+B?8`$S_)ED8"I-5O='0=8\#+TOB(V M@N(Y[CG"420MGQ)7YQ3;9\(P0`8E;3O)L)7GX7M`!#4ZHU=_$$W4\R@A M3''CU$.V5GJBN9?W`1]]GB0+(YVJMA5.T"^__(+'4TJ?&6%I34J6@4>#/8F9 M,>^V(HX9^`]TL**MMO5`,4H_3JD?#`=A%'Y$`(&[[('[+S>/&6B\#UC@>(0L M&K#TJ:"S(!WZ]O`MN[."GIGUP^=[__F%>[./S)N:^PL*LB5HCXN9XVP7M,5@ M:8_%!1])3AS$A+K>]MN3B%J!)GPO1TX;%,0!I6ZTQ^`DDC=`Y]O#?6+LX@Q) MM\S;">'.DA9BE$=WB\(5SR= MJ4.ND-P7='NX1K%7%E$C-BZ]5SSYT(0N]Y)U:1)F4$N8/]'KJF;KW6);QZPP MNP\%&>3J?P"7T@9[0MP(.DTD=`V;PNQF,@12>!A0C@.R@?(-)G,WOD^K#D?4 M!HQ?$S_4W1M`):=']3#U",.1*-5+P2Q(];$G?#O/:KO><3%J/K,*I-0*S<,H M-,I[@"BURN`A5-L";(,H45?G()20&B<`J)]HQ+>Q&"5`Q#!,]7,H:J?KY7J^ MY"*58QE2J9:;"U9DH'>!5ZI5PH.LMBE8!UGBSL]#+4%E&MG\"OQG_RF`-RD\ MWL9_P7?K7D=Q<>?L[8E4^/SRN1OGPN_KW.@294KBC.4ZK\/+:`-,'%]43,B3 MVOG*O(/N.?3_!;V2$GV) M5``](MBB0G,QP1@_.C'&E)#"[KI>%/UD,E[SUL'TU-W')SP(J/)#&J%2C@$= M_:+V=_3G%+S!%)3L7M2(T9>RHL`4,9V!@*%6D._D(Q%,_3UT\18)I@[V59WO MT?A&T=,TO-30V.@7G?ZZ#GI=VA4*%&-<'>7!7_\'OC6LF_^7DQ\?V+R(!Q3S1?S>=V3*#U0$*1G>`U<_Z=. M/F>@?!I]IM/P&M["UX@N/_D<'5V_F25O_5FK']`QQ<\@S/.+E#.[^(,2T)R` M&L>_(\B_/CNN&T;=;BL2ZK+3:S^`\96;PN0<0&4#HZ-WC'"G&7*\8W9N3(V4AGMC)OY9]1:[] M%_N&;#EUS2QWYZ?`WU\'D=L\&,-^1NNL4AE8_%*LC;.N&3(E`@@54S/*8$$< M"4'TS28,HZG/)4UY=5GS/7SV\;F0,/WNMDYL(X8ZL;.DEV7M?\=!L'_":.?X0-TDRB$WDV2G%O% ME_W/:[5^#A,R^%B/8C#!CS\P19"3!)2F*7]0(J(S6$1]'M)C@'5/Z=**D3JA M?YX15WW70=0?TEE14QM9W'9F^;6^E(#Y>QU&R.$(RZ&M^H-I-+62C+:\YJP; MEWD@5PM39CJ_^UGMMMY@0**-\VI;,_F"D*&4OT*Q'&FQ]'H"Q\#:#L'2@HHL M*B%^$_X>>GC-X3_A>U'ROO2WAX?S4^)[OAO[[*X$$F_KSKN*LR::_7-6Z^TZ M2\A2B[H)08T^*"XCN#V`ZA!Z<[53B3ZW1O3N_.Y4\E?!Q`_!N29_<4M2=`#) M9/+7>RUHUP#.Y*M1@984N3RX%;ES20VJ@V(4U./NM[BH-*&WZ'3?"B7UJAD0 M[N5+>/]EN][,Z@BT>C'_&/BE*PB5Q M?H*O&DE(I]#;PP'&]`]H2,.8(^S%#<`1TYJY!=$WF+Y$W@TIB.]L?,UY6ONB MJ,6"S%F*>^/J?G&-ZA3_GB)N3.'YR<2/B']07?U#T?B[$E>A9[LT$_9]-Q01E0TB"G M#0KBTYY'Y\[%4\@\MT/F[GEX"L&=AN`'*O@I%WPO)+B6B5C.>8MY6$)K$T#, M@QO`1!Y?F*\9!A<63\)='E:KQ8:'+(2P;;`R7EH.IFB55@I0QHO,09,$$;88 M2;I\E`Y@D10?(AU,,7>\R#,]NP+C13^0-WXKZ&+EJ#HG\DYX!T',7O%W,BR88AHJ0_+&]?QF#)_$_+^`)@'53(5*`JE,D==LP*=AV:S5RIFM,Y#B.8[Q[*5R M<3MQPHZDI7*9G0Z9K4**OL2DJ&:FPHQ[^(1@Z1H)<9E/F1\6)W0HE&L>719+SL54AIQ;(H$G5/9/D4%UUH MK,*9+C_N!!NNXJ9#G$R5]_`5AF?A%53K/3N0ILZ4Z"RV68?P432O3O#/RRA-]'LWMW<$P?/OF M[L&U'R(_\)%Q9^T%DPM\,^6?@9M6G,$PAG(0J@&:+.U-AI*7:=$.5_A[5M^Q M`CLK#(D&^;-%N9W.@01PF59:(EL`=X/%[$0^#6(.P,'!LDJAA_FPJM\=N]&A MJ:?)@$(>)BP#"7E[6BX7]459L9-5^$XYM=@0#PT4L1L>[,.&@6)V(H/?&0F: M`P1).-`$!OQ:F:['K8`!N=()9S??;'K"!#,E,P<9UD`1S$,H.,`,A#PSA"@H4`^%CE:D=TT90I5)M;(W%*-]$'1 MQ&IQJFIIJ^2;^P;F%\"9.3,;`&LP0%2`;)A"IP.X.TC^>Q?[X=X_N<'E,3KS MDL@2[]L!:6SF1`NSEO/9=MN'96@(\A,H!@%T%!L`3(7\//.K0F(E3@<7B[M+[QYG&?I_]9!]$R3F&/;V! MQ-[5>&)0B"'A_B.K=;[!4Z8K+D!)&I2TC3<9FD!RXI;T4LH$%UI7MO^0Z09G M#Y+Z:_1S=(3`C?V$;.\AY_DODZA917(5F_31)8)J@..:K[S[Y@9_Z M,/D&7P_TYQH>HT0/?HS#.__D)USE_]4-R;2'OS*_:,8SXO0+&)>Z_ MW"T8^$!8(&N,"A,@YP+?=EOP09ZJ<@((*^`/S`RY3-/4;:$&->J8T*A^=%+H MQFP44_7AWBO:/>+`:T+SIO3?&"E$V#H;^X?IA\C=#/_$/;O:]H3LST\2.ZH[%= M.1N'YF(JIIM-NX0JH&3-))#5BMF$,^UB=J99U,I*SST22A>`7'MK/-,KZG9Y M%D5((1:$*"6$M6&+Q)-CA>M)51CSF3,DN9.&FK3"?'6!1."=B>)(?PP8^Y%7.\3A$DZMA!E9GQ," M':DO83$$#0Y1>&3L`QCIB7@S6Z_60_#$_BA%B694A"CW[R`^Z?&4`3CQ;B*3 MW\/H"1?TJ0+#?>;_&9,/9!S/2,L@X7598 M2T@`0L/P!1]V*,6148IE>#+8Q0;@SK#/\'[Q25%4(SS*NT,C^9G?<;8#UUA5 M5@#A!=29>6]ATS2Z;495E059(YCZG=3;?(6O2"<+JM'D?<94LFZL'OHLBL@^ MT>8+#R\0IG^)H_,)B5"$UD5D?>6>,-_B)3U#R9K`M(&\2NS4KG=M$,M&!618 MD(][P5S7Y&/;5*FC16NMXIQ)M*8=GT8Z'1.0QGP/LPA4B0,O?_G]T-)\W@AF M-)B0J77=,995F(9QCQXE4WM5Q)5)O[]Q3(SM2"PU&/80EG,+%9QUO6K&;[C\ M2)A;?KE5=69X>N-,#I84ABF3O#4G#I+<@`_V&C''';OU9M@SBQ__ZL,8Z>7E MC2R1Q":RKI?->&<'1S(5!=NV?Q8$;9GLE(G:SQ&)8JQ)Q%EYM^T:8;)C$4//3T$4 M@V]N_`.M?O!8=KCI%$IPE"A!NP_+&3S3GR6T:;EOBQ6O"-.QT[_E*BNP<3.Z M'[0,'0]T4>V$0' M=)P=(PG,\8SWLJ>J0V>B:/*^=E3'N9LHUKR+_50&WT);1=SW+$$/J:V2[6PU M%XTG+-D@4B.RF'M;M3/49["BWFG)GA"+,]'*T,YW;?%#Z4K#[+WX#*_<"OY#=QE=R$5%UMC"EG=;$'=6N\7JL#L_3!&4:!08?PH:^G,W;)^PK!.WI7#A:RJ8[BTNIW<>W56`Z=3N@-1[K9%RH9J.3P\S$2EO#Y5K9RWH(J5* M9(?Y'>UI)M7O>*U^4CVJ40X+7PX'N$]O0_*;V\,=C'&PC)8:E]XK_I;TH%?O MQQ0D8Q0XQ'@4;66VFF(P-HE>EG6S*@SA5.JA;C(7M(,%?9#8BAW@)P+R+ MXCW.9K79S7(T MJ%XP:!8+1LK#0P(JX$/_#8IZ<6"DM$[[ZUF'`5POXR$`6R?*_1]W"7^`8>*G M_JN?OEV&;O"6^,GMH7BL%ICF0#BY>AU#6J40R: M1"31V7"SF"^VK>[B6;\2Q!BH<`9RUO!:I/)T?2V"7@85#O%E\Y1'\`7?[$CV M*R?/P(JAI06:9^+M>]:\!'Q;H'XR`?S?LQNF/O;65P@JW7W^#WRKZ?/WA%ZJ MA5DKMN%)=L--\(^?77(M(-U!AMX%V:`NEZ]?DM0_XA5U]0MBW&]\1M).Z/$E MPGO4Y>AV3$>3@CY[0IO.2J:8$L.S&Z`Q<8%"(WTIX@X=;YN>HOBLB29UUNO= MNGJ1125+@VLY\``XLP,"-`38V[0MH5!\+MX3\?&5HGB(]GZ%!5BM2@7TYN," M#`]-6[C(M8&,X2/;&*P!PWYWYX):CSKU@M-GTCB<@N4X6ZA1LA>TJFP*7]LR M+V)EIH6F46:AF24#]W0*\+X&^@,*$\#>35[`(8A^DAD>4@_(^[47R>T0_NS: M,FFU>+<6&(>K>"A(`CID%O5:#9G#E>,P)]`J:')FT-QT3ESM6`:A+%`:`*XZ7DJJN313LH*H3NP:S&5HHM MV#1&8J4Z13SGE_P-K<2+(+7-FPU(VD#(5I@LU!H6@'"0OA M=,CDO]O-9K-Z\-G4_:@B@X`C@TC% MQ?V445PU'9W#]!Y-2PU+$7G#1&%_FPV)RT36[;+^F\P^XTA[CV.']SAR5H4["C&:\]:]Q['0 M>P;)6?&>;IE,>H\CYSV.A=ZSD/:>A1W>LY#$Y-5ZR^@Z5/>>A87>,TC.BO=T MRV32>Q9RWK.8M(`P;^=`NCEU9N)(1/>G!7_W+8'%29M-!PGP* MGP!Y`(BI92NBYS[?F'8 MV)Y[!,U`\D<:4SA)(#G=6A!9E/DJ\710XQUST46=$8G&(K-6U[(BO*@D;JU) M"HV1DWEBR:+X@FV`'1$&0QGJ8PSI/7F[=N.';5RNYNOM8D>C@J*E54*V;Y+S M$4_Y9/,G"LZ(D?B-U"G[8?GO2IH_)C7-:"[\^>+O7[(((8J!2XM,3@@F#U'@ M1\"-(8"_3G2:0+$&I8$GBG#OG]P`/-%[B9!GDG#$38KSW/CQ(VT^;TOD,4KO MG/C"NAJ`44+2*$%XV]]`*""W[ZUGQ[MV.DOD"U4?-PU%%5Y$C]EA;7!KOD_6 M')L<(QS7VZM')BWP]<$"BI2_5#^D->[/<#6N\S>U,['KRQ6Y\%^U"!(&%!TL M9O/=!3+`%RI'G@PSC8V&PL0!7&$@WHBRE2.?8Q!>S\[ZQVC",=@2/AHE;-=S]EM M,-@>:!!V1HO)[O&C3TP):!DM:__BE8TK']`L]0;=./G-?(@X_H-G-P/WRJ4? M+#N`AXV//&48W8++KRGV89+=HNK=AO=P?XXQ<']R$S_)NU/\'J)H-O#_!;V_ MN'[X-4IZ;S$;1]S$IMXHCH4O\%G.MZWLVP6HC`WRP0&YVB,;'I#Q+_*>.<@? M2AX`9@)\P&Q,X_?B&X8:=4C[1Y>]9RH@&<-]]!P2U51";PP@Z$]!%L%'"#(+ M9JW8D53BC\RMR_&?Q7:@^CV,GO"9<=POAR`N^C-2/7J+1&'-.]G%;F>=;%Q+ MX6V0,,+U`!MGUSX*\_168-\;(%1MN>?5#GTU+Z"1U)>-&#;*58?"V_!/]`_'@?!4%VH=CTQL\9]WTB'UL8B7,*ZU;]ID3,5V4N6_;6V4-A8-,$7O'9D3B2R[HYNT(8%)1MB;=42=VZ'%=>:NU(T&^Z3%_N49DMWG@7 M!?[^C?Y?X5O]>M\W[)E,IB2N<68T7ZI0OP"4,O@C^Z\]E_^IU4%S?5.A;IMG M=IIQGW_R566+ER;E:1$?QDA7+_*S)Y^&86_E,B8SM[3WH`IB%DZBBD1N.JB8 MR";]M->0^WRU6W/6^&L1M(L=S.YZU;1W-OB1.&+4+F6N!7QH]5PNIRTYLJU, M<(>>E!$1SZ@_<@RUUPU9RE%90U(9Z^]^^M):]B;U=6]]D7RYW\=G-[@]_!Y" M-PZAES<-2BZ3!#;O@=XP__,O.H)\P=_3>L9P!F#5&'C-I)#*; MN4^0,8C[9>3?R%;HL$!TF$9 M\CW^FW`?G#WHW81?D*3HD60N$<9,,+CAB%2]1,)ID<7&:1W&K25&M%P(YJ[B$)F=VRHN9R>%;V3C9^.?8%>>&;8NNIW/\OOA\HH_RSA'U M#OG%BYO`W@))E4.]3[0L^!=VQBWCVF?%V%@P94^60*]ZZ8F\+BV\0[AK>>5$ MX%;7^3N'L@,W3>`U1+%+K%FN`MXA M:M4<<"+$*A5M3VJUX(M*X0WX/I.I'&E$#[0N9YOY;IHL*N8, M))@UTKTK*9E[E]E3)8J>)&U*%$U8RR[E+IC3/3=8I^YEUE^.MLW*#-'4I*$/ M-!6G1KN^Q7L/>[DSSL2#O=,06-H3\0&^S=0Y3H.09Y62&W#W[Q(9LP%.@^;? M.;@1,M/;*QWF?0(:(2/L9>OEG'&V1R&449*3A,>T_\R74!>*#=`L@2_$(5U$ MD%Z\$ZKB(77CU%YEK+`R/L%G/PQ[]/$.(;V&3!.!>:ES:Y(=5^[)3_&!>_*W MV\--F$)DP-,5D'$'?)?)#IXTPHO"^6KI,'N.[XM.&Y7.$JQ[1]+8?SJG!-C3 M".QK#.$7/(A$QX=S4D2,LQUJ-#U%MJ/.&:X5RWE[K[5A:G1-.Z2T[-'O M4,[[R7?TX:;:?$?G!WF_2X*BZ0&_*&/20$AD_'>WB!`02CCL\BNZ0S]'QW^#X%P"(]1'[:(?[]\`@F^2Y#QQN45SK/<+ MK50`B?H`+3"*N2*W!?U;X.40'3O_1B48',^<$.0J&O\W`#1=^VC,`=\OM`W9 MZEGMYJW#Z1/@V[_-GIH"9>?[:O\^A;)=CCLAZ+WG#;:$(],4NVS=8[T#O.L4 M0*;WKQJH2[JP[KUNNBG4\;_)SIM"C?S[;+\)X98*S._7OE&XOSU<^R'ZB+X; MW(1)&I,-JX1V:>JSP\YW3J409:TF&:Q M@<+4A14P(&+/3+?N59?*_?+;0_6>^OS(5'97VG]#M]G*2/)E4_O8O9P)MW38 M.NM9:T\:=W(((@R^2>T6`V(?81H7YAG[R8_Z(^C5%+V&+[!N[%[GRQ=[[BA3 MK,4FE-T>0$X?X`&*\Y[%]9)X#(/[QHKE)^AU$[[")"7!<7GU>;%RO2@U0HS" M^+ZP,#ZT]GC%E#<=EB7%D)>A=P^CO\*@\P)&@;?M0#,6:Z(WKV]6SGK9NJ6L MZ8A)Q1/QD14T","CV(!"XZ7O@R&MT@\!HO$J<(H6&N`E"O"R,F&54V'AO]Q: MAD%=?MT#0ES%Z4"A:R38;?SX$D?GYY?;$-[&Z#GX<'Y*?,]W8[^UWZB*JFVH MU<^R:&G5:C[;+'0'9]A`@0L2]$H``>E!!>.3&Z=OEL9MTVE>!DGQV.`V!MGH M``V/_XD9`%4.+$19U6H3B`.!^Q2]0F1)5%D14E848YN$(*F,BZWXRD_]9_38 MZ0*7"_W9[@!R"!P*@[K@=U(+]F@:D5XU<]XQ!]1LAD2MVED[SFHB&,87X.'+ MOMT46KE`5J$Y!HSBF-.^U;`*8846P79$G=VNS8"E#OU,!SICXTI)6G:`E+HI M>>',MU/%D&SP>A@\D9O;8NCY MZ3V"#UQ.G>!Z:IC_7S)]!%C'.:F(UP`.@;`@]`C$PD] M,P&3W_"]C70LXX5QZO6Q;!QX\(L=PH_)">[]@[\'>ZH;/#79L1,J;O#L#5%! M+5K@U5\"_]G']1:>G-,'>``\AY$A M;+G$2:D.6M2]))>%/@DK8H2"Z?$+JZ^V8#`.G7 MS7DOER?AZXV*\B'7"]EZ6#"X!K[7#L MGD?HVQWPW+>DVH(`;[#M9D79_]P@.@C M[GOKQR4HV80%;?9D3EXPKGOK=HEB/%`..`U""%]L,95FUN,U1"WE.D M$(&C[7<"#F.CA`Z*=H.%]#RZ6F8M+QE0NAE0&@NMQB%%>_M#2I<:4.XFO$833[9YVK^2 M4D+2,@3LXU>X6FRQWF1G3TH/]LH@Z`FF/R&L-3W"&85S>')]#YQB/]S[)P2C MV>'(T0!Z0=,4Z8L;XD"#I"M..,#PLI%Q`Z92UG5ZW#5NP5Q2]1)!92I#%<'A.*]E%\%Z@L&VLL-\OU?-:ZD4=!>/IO MB*X#E:L$7&V.=)5JZ]UCZ^`@5T2-&I#UNQ_"]`VG76[CKS!)<,[E\R!$Y5&R M#$DY;`K7`<]6J\T4"$I0,D`,L4'4+L14HD09I*0#TO3@;0SPF$5ZT#Z(5*(> MB8P`"*EZO"Q[2LPHMQQ;\;0'>41QM$O7YO!33>Y`@OC[0-GA:['E9K99VI1/ M^'?`Z]&?0Q6$OY.\PE1J5`7UP&5XQCO#?P59"\G/I&.6B-()4LLB5&V;%_I9 M%G6=]6*;GY^W8D+H38&$46IU&D3YMY&:'9!RWF6N6;G6R&3PO64KUL*X.+0) MX[>@2DT"]YC/SO53,%=_WL29:0[[>S38=IW2J MPX#*..`//!(YC)K846"O5B'#79Y=,W=YKRZ5:;%'PU\IN;9B MG-D45.SS[)PUF>81K5H/8:NVZ2*0"=32<9^UA.R4 MGD]HW?+-3<\QOETJ:C6MO=S3IFP>SE^`WTG"K+7X>0=8T72D`7A1^R8J,Q9% MQZY&,]?K*"[[GMWE;<^Z5GB2E$QE,.38%-WO6,TV^CM@V]*E<$J5-C,>97/" M=I-K-!ZH-.LK1M3;VD";:M8B'5Q3*\[7#4.95G9D@#9U8"5C[/S19%Q7V(E& MM`U[QXDC&J?L=HO-YO]_2X&57T4&YED07[R0&&Y:.VI6T*EQ@=EC1&M;NZ<= M-8`M/#TI^*Q&TP3)9P1/KV1-DGRB)68/+Q"F7_'8"!T_O94/7$4A:>;QB+C[ M]/97Z#TCC/L,$_\Y),\*Y0G5#V@B^:!<"N'LVVK3;N^#EMPE.Q<@8P@0CD#. MT@5X>JL\!W*V`.;+DBRE8;6V\AQ3JE5[(F,R5V?F/*;YE"I#_M])B6V1OLJ8 MO#V09%3PAE@@"-\UV8N2,!64"_(G?.)KM7'6K2B;6ZJ,8@<:,I^+X<"7AP=# MH?`DNFC&MG202D[T4ZF+Y,IB&43&)^OIJ$JV\PO@I M,J67.5',(&6`#WZ(8O3HG+BAE_QF/.B6A,Q6%"VCWPFAOC5@QHB$:7!)6`+U M//Z$VWVM\%4(BS[+;9AKQ9"_/=SSRJ/1OVA2!,#05&)D$G7US@:,62"?(>R9 M#=3H8CCH7?24)9KZD&:O(KPA>X,3E#!) M[]VT$^OZ7S:%024Q[ M2C`I#'WXS857[LE/W>";&_^`:?(-'I\@^Q+7KN>U(T\',\*'=IS-9IV?)L/T M`"((,HH@(PG^H$2GR<'QL429?'.3\O4@AC(AG1%"Z@$&`6UF3Y, M+E/>*?$I1S+KGV/9%[^H9K'K\&VTUB6,7!1U$$GYX\?,'B%WZ(P?>EP?P6T]:+">(:%)]'-KL@A MD7$_DH%!.7)Y6UUE<)"-?@'P^"!C`%`.`&7!&(SHUAY!%V39*\-8H4!F=E_0S>^1N\IL3,F86LQA<6MN$LLU]LQ@))CB8M'!WAX@,=_ M#V@R7F\$2AY?8`R)^.\'4+H\9SB:46.8 MLO+88_?NH$(Y2KQC@$`FJ-R4,,UW`1"(#7&;7RYVZ@`"C?S>`$):63E`;-\G M0%0\0PU`Y`I\5P#QB+A0'D)0HN\!(@BG,H&T.HP@0[\SD!B@KAPE-N\2)6KN MH00F2A6^+YSXV>PGI(3DN\"(GZ*]7ISM:J_T54]38EF4)2TE?DT53[#SG3 M$_2P7`1.NC-^O=*K\R!9.K'Q,! MA**A&G=ETLT-2M==X:Y,1*<4L7X6ZA]$Q,IE?WX(7/"WFR_F:]X%'*\H>>]3 MU!1`((X!EKB_E.$LG,5F.^-[OAT^/T0DKKM;Y.A#Y.+ZN'6>+.C$$_AOM\\: M]%.I#[[<;I;%1?#X;[U**D7V>*/[IQE[>H96-#ST/Z]S7 M87(@<=O1+C^#0@D5[7Q->8M*P9RJ8(D;P`3?A"`@GK:=G4YCJ^WH\-6A8FJD MU/-&[E?1\>B3`VH=TV/?*[JGR!Y^1%%VL9X[RVR:S"PGIPDJ1`W-E$J%G)L5 MLGO"5"JI,TI2+?.FH`<6(?J9`!HH_XK!0>]XT)E29$=TE7,X62X<+"%GO M>SO08+AX/"C0(9X<#@R7L08">7,32P("85?C^G]++^J=_QXF9Q1!7X;>E9N\ M7`?1S^0FW`=G_A*S*+1A@/R#5I2QERHP'O%M9IQS(+.NH$$X1.^"`^:G=`Y;U!2HO_:+-@0Z9WU2:!/F9&("T M;(?@4/1[2@H)-"<0[5`]&TPS;@!B!V!^`&$(Y!RA'T"5)U"VSRJY,G[[KD5: M)G!>TUA%3]$!*S8Z0F+JI;HMP7;U2,J9%Q1_'/5S2BR\PHSM6%C&DEU4YSNT M!&&'C[$=J\AA$C%!;FJ)9'!IF%C,E6*/6`8`I.DV'/>/IUD-/KB!\$J0\:P9 M!VXS(MPM?5F6%&66@8G9L?H;*];'4,/0^W MQ=[SG;GYB&X?;HPO#NK;HD:?D@"(AB&''27#7*L,W=XY2A"G*8AU'>4Y[E#X M(TM\%6YX#@Y^$&`WN(8PJ9;[?CD5,5>)1&97\Q$"A',G7/ MS<3J(,CSR4W\!)PB'UM&%(-#W5*,@8][-^T M`HPZ\>8FQ>M$#74R$GS(A/*P4$F'4#I`0<2Q#N^N'&["T0ZC\TD?\[3,&'@'SH9_S1HQ#`7I48 MO^=!`IO:<,G7G8GRTY*OLDL\K[\Z^UF-Q:=,!H1+-.?;]:J-+^2ZS8*8F=I3 M!7(5WI2[D3^U4'U]410(M:X)E>%$OVRZJFD[?:=:3,M7A34N?_F4D$ROS,%;!:K71\4@#]RLH8JTA6*ZO0[TG]9YTE-D^SUJ)INK/$L7A&: MX$NF?4NV6L;9S#;K3;]S&2XLFD)FXF4/Y^/1C=]P11!VN+]DTW%/C&'4T9C% M/1(*,NMJ>)_R]O`9QOZKBW.._=%K^PTC3M9B0R(X6FV9'D;VTY'E58B:=JN1 M4A*?^BOTGO%*T.L62[\3<6V/[4%L72A-E-$A2E?M7,:W'C:6'FMR(MQ_8KE9 MKBN9,4P-IXR((]P>*K!K*"4V3K"Y*<&XJSN5TJU+!+-E:2?F3.VD#E,1-LR+ M,EF=]AL&Y\4A28/EO.8S[7G1HDS/2"EE\SVFYD;AS`A;'S:X4%>K+;%W#+K1 MD*Y.SG8UFR\Z'>+"6:V^`FV,/ M+NW$)SY,[[6.DG9M5MH=E3:$S_B$J`9YYTM9@O%(A;1$5T&%".`SZ@D7ZS!(>5 M*:.V9OOX1(5."GI6^::`<7>Z:Y_2%*WNFE%74:1V[S^_M!*(HF\96+7UL"2: MIMXLMLZBLD)#[I9D"9!BHBCK%&-"6_M"3*FL)<*PUEME!>[]=++VKJV4"NPT M/Z[)!92@_U472R+*,#6_)QC#8(EBM^D+C.^A&WPA#7LZ9HR^-S7/YCWL2.0: M9Y7*F(3.XK`QCQ/B`%,'E+RY)852N,H\.8NR]D'!8KB'1DPE,TX#PAI^B:\QZO[.B3V#9^$SO&6'-2J^@ M(1TT#SP2''FTL!"0L4&KV5DYO)F81*/&'&JFM+D;LJ+[+[=F2D`TRKQNR]SO M-R8C.27878WSQBM;[:QT#_?1<^C_"WJ_GZ(L!NV.[P80,#??"'`G?-QMMMW- MRT5D`@**@DJB?M4-0)CZ._?3=UJT&LDW51F][-E[-U%>$^!-FZ5ACC>F=S MFT%0H1)'(&1O:&P[A"I4XWO&5R&L&@:^_1I6@K==K3*T))0!(MVU>V>D>>`D0L\M$;H;M*:0W.%(_E%.>_ M!1))J,W(AD04>=>NG[Y$E,@T>!EQ M"0HZ-RC$V1).V".CS>N[$'5`R)-\)QT`Y".`G_@/=(R/V2"&Z@RFT@(M,Z!B M>[G8I\#=(Z\ETN^C,VY]=W)CXV4'\B9>V]Z05*$9+WZ%<8AGZ\Y[$EN/:?7' M^M@29\@WA=/E)`Q?BCA.ENSL;E`IGTLC<`?#\`WWX<4U:%E)`4PNP->O5^`C M*$?\B"+;,]XW0>\^G]W815Z&_F7#-8H\*ZQ[$T-U*L+K7!6W3X'_3&)6$OJ? MT:>\BZ-7/T&_^3T\N;YW%_OAWC^YP2=Z#T^CG/KA_/0/N$\?HV+/BU)#[O]W M-\:#^*W#]"8XT!WNZQ5/N%S%V>VR90,=')SRT?-[EFIU271S,:$L8+^+ZTR0 MZ?QGP08XNAX$3V_D9J5]=#RYX1LN=CW!V(^\CS#T-&=@;/X*%*1S#D&%19#S M"`HF0?:Y"C9!QB?C*$O&*WB,0(-;N5DHH=K'!:$EWK.PB]T=^'[_=I/"8?$L"U!@# MA+,+4.<-Y,P9`Q,[M.U4M)WI\E2L-7&BS:=_2S$+9LX.6*.KM7%==;34MTY; M[X;&]X>T3#1 M-.;923^KG7,UO>T9_2KKS'&94IL@=SM'BJ?I08-9-4,/D4#\F/1NMY6;G"]` MP5#>/P=46<(),ZVS\OB99GH-,R:97EB,#N\(%L?XM!PB#OY8YL"PN+^^YP8% MWM/:X:C%@L1Z>+.NX4E!ROA="4I$ MI577&^;\IQ#+##B]J*<8B M3_H<'5V_(\/<\8YY;Z*,B!<6;9UEKS]1FG9YU!`Y^WRJ0T[#7E4W20&_JJC' MG&>A1?AG/]D'$2X\$XKGV&]H]RHF&S+!3WV=B,B!DIXEP9T"&9VA,NKUIDXS M;/L27S&6>%+?#5B=KYCU)?F;H%`TM.ET)N-77JD3L^%/-N0QN@VOQWG,7VM5 M20;?N;[';R3,>-"$IQ2C2]SJM)PW_0,F`),QV"YXK$!53TB1PW]`-G$.O=\` M+HJSPBM:!L7TA;KXACW@'NZA_XIS?_U?K?*L&3\H&1"VG.UJ[C!2\2;_AQ,\ M2;ZLN6!5G#/1JD9G/G?6K1YM27G;9FUO^D2'PCBM:!5DM,"'C)JAUNI*9"/>E`M"*@-^L[2<;*2@ MZZJ@VF44+@,;:ZJT7%E*..T!%QL\F"$70Q=&<>\N"OS]FW!"J_FX">1K\""S M`]%*9%T`2@W\D?W7GF36*#'M3&1QC(WI*"SQC7H*/B`8[OW`)TN$JQ?T%>!- M^!D>(%H&>NB!RR2!:?*WO+7R91!$/_$!B[X//9RP">\;S*TP[N]FBVQ'],OA M`/?D9$HE6+G'K>'J7%P`R@<@G5PH)^19R@LHF`$%-Q?@\HC[G!AV%VC',X]`P MQF5"T9D<).%S]MG8H!B\^8Z5(*1#E02/9L8`?,[5CD8>2,K;+T,-5;$$E?RMG`UPJYCV6QYKX+N!LOI7U MW`=Z;T[HD5+'H'%4V$(G5J,E>J4WD;V:LB.MJ_$NQR$+`)[H9&:QQ_>YA8#G M=ZK4(@0@,08\GE+Z=SF[:;YLWM\;',D(#R!>'@Z$ MTZ[INN<]O0[;S8S$[22)T`(?H-9.J+1+\7,M^&2`KJSP1MOPLL]Z:&=9+4.:-9'OXG/ MR#A\]PFQR^A#.Y*80;\5XU"FRF[-=V9DX_EH16T0CJNS`4%E1&,!]>3:H24. M5:64".#FVCE5M.-FV@DFUHY84<#TUD,4E(\P5BNF4%$.1KJ@4D+'=N`GPO;' M2#J::;]G%!4;S$ALV"V[`1`'-&DT63@S'.E&2=P%:AZ5V)U6XD'H->XK.\T` M+L>GZK4"[R&$X_IL-RZQM&<'!`GE/CO>,0H]0S)VJ]VN8Q&%3+.OFL@$X@P6 MM`MMJKG*W"'M`9SAW[8%-J*"F@.5_E1KCW;4'&AI#?(*Z?[-3?A0:7K5^(:2 M+^L_T"+(F?!-E8O99D8/M!165@3A-QA`;$K M:.BU^NX0HENG=C@V*2/)NDR&S[2"5=AHF"\;=6<61S(6['1Z,JV;*LAG1>'V M.+$"Z8G_?K@IW-:KY#[IU?3NY$(_RB_?%$B^;08=?>*:PZ4NI^V&)*Z>)EG> MY"=T(^FU#?M-XPL;)ENBUUT[LR6:(?FKFN*$>F33DD:!R/SUC$Z1^T[DJY>; MFQJJY&;M7,MT.BY_(#CT;QA^93U&FA:UT65Q1!:G[L!"4!=^=#4Y\F)P$HNLN&`RWO M%1\$%(.E]EO&P:C%DFA";[W<;9LQ3WU-59`&.6W#R#-2UJ[UX]2R#H69L2*W M\K5)(:C;(:@9&.$Z)1\\V/J9`#)N#U]^(?)),>##"?W>0^#EGM)S#$L4ZZS2 M54K:,/@,Y5LT5%_,YOF=O^THX?8`Z.@5UZ7C@X*!:I.QZRFK@R613(_B..&5 MC8J36@#JT9Y#>_8A4B=R!.++PP,XG>/D[(;9#>RYKMSG&-(>]S_]]`7<73_< MV`*I8T&+A[NC/H%"<+X)_^_9C9'U!&]7;O+RV7_U/1AZ-^%5=#SBXUC<#I3B MKQL"61'>1"UZ/9LMFZ$>6F45`P`\`LB'P'^B@P`RBA&H5"_^W";QA0!/O0YJ MU4$>#@?QSA[P,LJF84O&G9O0)*PL8YM[Q.N#C)T7%YE-_:*XJRA\16:!#Y`? M/L.G]`'NSW'O,9(15'5O!PYG572_:+V;;U<53ZK2(#W43=7E)RCFP:JJ1C_PUYXVXT+J25\@^!YQ0D.M M.W'C/:RU13=2X]:"#?G=)SP+W+EOY,*].,8?M*=ERUC"MD%.)[<2U_1L=PI0 MASSY\8E,S1D[H,J/Q<"C4(],[#F''HQ!4E'0/CKB)DFT#]<)$;8>?81<3AJ` M^C5O!H,.47PD'^<3BL=2^!S%;S6$?.N\25/L;:UH(L22Q.V3^>Y[-;K`2Q%* MVO#UFA,(ZPP25I\'2QELW4W%M:4D]X'""S?XDD5@&`5PHY)O\/@$X\8'[7]> M>W:C@QG1?=/-"OW_/)U!Z($J0=JWY0]*3W9"F8Q.5498 ME3'NDU%/6D+`T\H\1)]:U/E^?HG\/7>#B?&8&4^O\2":K-HM-R@0;-Z:@]>9 M?D:.&DB<+T']X\GU8Q(PXXLD4Q><<8R(%ZJOI.GP-_?HH5PC#Y]7R3#?-H,NK%8 M$9T"YVBUNZU',90Q=7(?SBB8\MH1`LPU"M#CFR.D<,2ET..!3)LO MO:XMJA)/0PK&N5$W?,NG[!M6D]>>A[7['X\3X6+JC3-;YJY8$BOC8DI.LU.J MD6IN1*H>3U4CFM,4S9R[]CE.Z;F=HIM)MU,V+D.O+'S`')7G"9_PPGC/O_12 MF(#6I+LH5Q+;V[MMQ9^P"^&S[I7B']K8N#Q)_$<^AK%D_#1*<&I*H&V"_LML M"E[6B.M9>"DU&?;2:P@I=U\C-TS^"@/O.HH?W`!^B^+TV7WNJ/F1H6'&5_L9 MD^A&7AY2K;@K&J'P5#((P*-\/$3QQ\3%-]`7(QGW6=7*(&Z;OPL"(KR[_^?9 MQ]?AX8M3L0)P2O/@^C'`V4_#[;X&V#S'KP55:=BUR3E^RJ?XI,MZR8SS,C@1 MWN?=+)<.PUMI;PY*TZ;I=+2HM2G4$B_K,#^.6_'48-*/LAO0>KYA_I0!3\F& MEKCX:KUNN$9&PJP;#)*CM6@KMC-,7;4^0IAU[:-DEQ->`#*HN8Z@8ZS,84ED MKA72&%&6HJ+H1MH&0+&@M2JQ!5@J&(PTGS:'K=)S\G)>;HK7,=::J&.4:$R_ MMF+)SC&Q#J\8$6GP\]XE^4]1'$<_T:(_^1U7#J-UPD\W]N[0=WUQT>#YB4UV M\;+126=7G6F/Z)='KWVUQ$PM#2B/FBX#?-$(DDP/IR?_@'WZ6,T(GJ0)VDVC)#F5[0=T7(SW\T; M\406P8(H!,=Z0CNAX^("WH[Y0W>]KDY-L:.,V[#8V$>92Q M26X,7XX&\'#9XK,<$(<2Y9!6..1$"B).2]O'@Z14A5M313RM*N2W.*:R%J*- M1[R74QZYL6\;01H>.G!/3I,FL3';<\:%6C4)/OO)/HB21\ M/+KQ&SY/^!VF(L74NG%AJ&NP<&&00BW'!7608#D:R%KY>E<_,"`%!.\(`H;I MA7C_^W5Y1=X^PM$[TZATZ,[6A;V/&TI_LG@1[K2^6LR7C=1FYG(Z.@?VY2O' MB\9$$Z--$=7*1U=,SS#]1N.@_R#1EKG*:3\XZ>$E%AFS- MV!&$=`(4.Q;A:\M\2)(MB]!B4&AFK#QN+`PI>1">E^?;&2`Q M">YK%J"#].F"V7;5/+?)1`EKCE&HD9@''%8BS2Q'GFNJ0!1WG&L5E?\-A M66_45#YI=&52L"$:L&TWLU76WNN*U-,F^,J<,A[%]A*D,] M,OSV.%W77;E_E\6(E[[H1OB"+\_W<]\R2@JL#@2S1^OT$3"25?+DTO"I@%@O+#,CBNF^ZO(N2,;'[BJF1`JQI^L&$K1$I!16_^^ M1(O%S:R!0%D`\KZ.56C14R]NO8]#%5ITQ4I3FD_`3FT@++"W_B#K2)#MFQW> MRSF31K\_H1Q"^;2QQ$W!@G@CN)7#KLJH]*VT(4$S4#)MR".9S!THSIHACB7] MA<89H%W'@SC>S\^3U<6V`+@$SL=5GS0'6%(GR>;;.3OPLN)PW&")K#3^OJ-Q M36G-&WU9JI9'&Y_<_0_8K'R1?-F8:_`X$B^DFF]YWE+2+OO;`DK>!A]2(WHM M_O[X1"@8KL<<9KA\]^M4E$F/O`WI;=:I_Q20.M+O,+T]/+J_>KX__ST#?LAE M1B:X:6YK1"&H4"6USW1#-#H`1-JL^RF2V&E*3.YTOP`A%3-+*J7N+SN\L-=8 M60[8K2J3OG?G^GUS'GG$@$?A<65,J=D+`;]OUD/D)2#.<.4F+^"$WB7;MOE. MH`W&7[46EIT7`ILUZ3=\KO#J',C3XY$?$OBRR0Y'TG=QUUQV>GMX?<00\XG-\"7@W7DPP>3 M-+01-I1?XLK(< M9-[H$5R3[B;`;5Q*BTMX\`[!G_`6`9DG3C$*D_R3&X`GRKR9O30]JJZ#'KF5 M'`\*RE$!&A:4XX)R8'![`'1HD(UM;C=-C[8(E-[5[(=G-*:WD\:"57,_:92" M)P7ANW,0/+[$T?GY!?]1RDB:[UH#JPW&1#=`5[OE;DWQ$U-`Z$9(4'1T2R",-<+9^I([ICQE,=Q;AB>W<#_ M%\DVYT,=("0D;<&O\4H5`+'RV"F^92\?QB8D&Z\&>E*]]IV/'8*:Q;0NI.@' M-JZR)D6WY`8%#-!KGZX4?LT:)"MY$NY)O-OF5>'W$*,.[;I8/_#AIL!'A,E5 MY;T!%'D409-WCK&]8E)H*>I'GBW(-%1)_7B4`$I:_RG5:22N;[-T?6VR]6(? M'+5=NQ^$&LHRF95F,/<-'I]Z*V_X[QG(57.9$3X`N=HN5D+>]PM>8V5ELKMUI7C:?TCAZ?<3TX,Z'S4XO5?Y$+WAR-FB_VDG6@,/\\^E%'W%G$>UF3:4H31"13NH?^* M]\KZ,+M\T,0468PNF6?-NX43OM>RU]^9V-#WBNZG8/#AW`DY:SFU=`1D0.4'B@) M@C\P29-!HQ(IG<%2:O6>'F-L^5&7;FSRJ,_1T?6;X9S@2Q9X%>5$&+!GZYW3 M[U>4J&6>-4327M_JD-2T=]4-4\2_*AHRYF$)?,:L?`G\HQ^2E5)_YH/[CF[_ MXC$B8W350KV,'J@0M"+9H49.IR4G+`F"_^D>3_\+1"0LM";=T6>=+2_KU)22 M-$?>OOARG_JO],0&/]'!?5A[JH/'B>B6_V*Y6ZSS9$=.#+@%-=W)#C7RS!OR ME-2,ICO4".=P/Y8%"8\^-RI3'IW*,#-OYBS1LULB#2+Y;VB=,[EL2%R9,I^W MW"8_C6A'.TA%0E;:O16"FNEXHO[[\64SW.>RU[/J,WZW/LR"PUT4^/NW_ENI M>,\;`88&$Q*]4S?+)BQ<`$H-_)']UX*[I)3(6;G3XA'?:5&2-7P*LL?TV+[# M4H722/D.*>J`!HDXLV3?T\9BY18KHAM.\]EFNVL5^WC%;5L)B&%`VHS@MFOD MTX9I7!1.QW[RH_Y(LVMDZ('[+[>F8NZ1>FE&#P4Y8[O&:8?>I$"_O$I88 MF60%G;(=>+/U879R3?!![T8?2@`U1OR+8G;E>K!$>=$O1/Y*)FSI[9A11IV(]OPLO#P0]\-X6XG6#B M>[X;8QZ3)-J3WR(!_G?DA^G?T.-X[NRWGP$TS7B[/*,2._WK60L`\!$M;/B7 MWBNI,4:11%8Q3UP\?8]=#@?4E*7Z1N4!ZHN%,@8]"&21* M;E<;)BX5LW+)#F."_H"?R'@"&5.`MR MP4WUES"+>X]HJ,X2L]:#1K`F'UW8=I?.W&GE"3`5PS5DXP1J9@9Z!-+OBTUS M8GM137CS]G^%8I+G*/;_)5*]TONB,?]@<2.3EMZV9U73=6%JQ6L%Y'84@XF: M(M^7N*I1D(7_W_!P@'%7D4KS">WNT6(Z?>/[ MG]![NKU2A"E!(UG/=[B),_75.T`)`T(98-)YF6].W)`;JY=X;H?$W7ZO7FR* M!G??I*34@@LR'EJ@A;""3$3"Z+-&,5JQWN.]8NAEM[QR`C+.PQHC7C8'PGG9 M]+N\ M&X;#9?9.$Q':'6O@&-4=Y=5QEE MZCU@WMP[J1+FEBFA5!,YPA0J2,N2E$:%D;$"E8$.G\_60_0W?-Y.X/[/ MS]'K?WK0IU,V^J$Y4Z-?(:Z>W>!+F*)X@9&L93VA84YF#"M^V=%BGD_$F`*@ M)(SD9D>+X4B(,;4'=!@+MG">K$8B3]]]PA&PSRW(J#ZA,\8LAY6XWB$_O5YY MV\SM@H/9)S<*/F+R(.@60EL0V3:16N38D-2P%?=4#K*>-&/5`\K@5MN6=1NO M]QLM$07NF\M/-U]O'F^^/%ABZEVE>3R939M^Z#VDT?['2Q1XZ+/1'7&!S\9\ MS9!3L'@1OV5NO9BU/:0L$37O(>/%7%CF)'^$X`3BBPQ^RD0F3TE M2HEL`D"ZO)&')EQE&8:6:]>/_X9[VY;U,_V?GO62&5AA<"(3E64'S*_]T`WW M/C)#;'K?H_!0_*(RU@7`HP$R7*64S;@CCM:!U9%IAX%R?(VG#_L\33RD[7K9 M&L^3#A,WRVT[\.6XF4WQL#+9G8;L1@]WR]FJN/.-B*39>P[E:*S;UYF/Z-XU M:(PO>D!Q-G?FJVQ;H!(037?E.C?C/TJ`5J1NX,[X\5)4VG`:GA:[K+[(K+-D M-3SED9BBL^"3\["9*:W"@3",[^;+MKU?`!I-F>U,ID*RY@0E(IF!^8IA:)SY MJ:D)A?/1VW44%]T$LGVLT/N[&\=NB(?N/\@TEIJA66X`JZ(;H^O=PLE:N#^^ M0(#H^R@4+!LU@#@?-[]B)8?JM_R2*$@WC'D`W#B$QN[NOS-V_T>)V].2;ZB,[Q5<^U,4VA^LR2%@@N+!JU&-U<;LA M.><;(@08@^!2U,SBN@RKHJUDM[/=/$/[%O:4EV5>DG/[^8B:04D0@Z?3#AN9 M+=&.#&1/IR(FK%U4;_!%.CJ6.B)1107@81B^?7/WH-Q*>\@BB`O+Z-_>>LU[KH_8F]K^E,T/7P(I'0VBPJ4%"A:='=B6JE M+;TZJDAK1?).T#!K:3P1W2@*5RKC)-BG.=C<>LQ`@-'D0?AJV^5ZEC5!)3/> M_L6-GQ&+V%(4>QOH`XJP&36,\H;]$/_&_JNU/R=W&^4D%M'JL6AM: M_YE>Z(W3$!,R$A(EF`D(QHG#Q@33"QB>OU4G7Z;R#[#9PYRC12I=H(QO33F`B$TU)T&F](HFO@$;&@CW-TLJYEG;@O+.<`EW@J)H??X$D?GYY?K*(89]_0.AXX);21AS1'%.&[%.V36DG?4L+.3XN6X M%P"/#.C0(!\;9(.#RNCVW7>B6Y<.O?&"H2X?@0=,TX!F]]!L0U@S'1"I<;=F M^*1`XXJ"K>0S1(_]\XQT?D>F;\X\T7[.0'C58D(TP[Q=B.LQ2WX;?,8LFX#^>G?\!]^A@A M8/GIQD7WB\OG&!+PY:4:1Q(UL1X;Q;&H%>Y6F]FLL@%:7]*W$0-?$H"'QGG+ M`QV\LHXKAC>PWM&HKLJJJ%`720+?AB`?F(8`(!L:;X1F@Y=M>V)$X4@LVM977>*U.`:3"Q2%];YF&PL%[]8LY^N^F@G4-YSW94-&A5%0N M3FD350Z#QLI+;ZZT$UO$*B1$U*%J]9158T#OTULQP.\AKG6]B_UP[Y_*&O!`43*RYQ]H1O'I_/=YO6S9*&5&1ON0LT5*A:N) MZZ>W>BFQ'P+X"TT0X3,M*V[63!I8ODVET\K"KA@"?'HKX0G044`Q#,C&,;3L MFTH1!,-^[["FIA'Q"X2U+1GED:2VF)14I;'L]5]AX*'`#:?6)1I_"+RI.__< MS8[$17*[6D8&D_V(<.HCWC73VN]#*%.L4FKBI=_JN.XB4,8BOV+"QG._8L;: M2NX**$E5_%$92C3@Z'K%1(31P8_PK/ZK[YW=(`%A ME()]X":)?_#11.`FX`7Q0R(%O[R&Z>E,=Z=?JMYI(')0IJL&XI!#EIBJ-:&! M,DG;*$//B^$M)X0VO)C3:"P@X-6UR;]/62K1YB8LKOQ\^_M+E$#25>PFN4.Q MQS/T'B-R3Q[\1*HTT2*,ETP>2,P40DES*AJQKE8K9YG5P!8S'P.W""SARWGK M)3+%?;-OX"=F"R28+[QC=:*<8PZ^B;RK-=LAP)!XT\'5HIB:,5U0$`899>PK$'P@Q'\S?A9.N>Q93W+TMB6G MX"1,M9[I$%6-(0]\?H3Q$=_ES?^VY2-Z_:D85[Q+[JYK$DR\TKX?E/2- MWA\_B?R.*OEU^9ZD65?=4D:!EGHLO;-\N(%D[]OEM90I4;M=[Q:SC;3?&KW+ M?B(=R/JN!1?>2YNXI/]6U*@@H5)KG-)Q2RC[.3P4B.0V1T`)).KN1IR@84]<)ZA*;M8).C\"[`-S=^]L//\!0E?GJ9)+!UM+7K2:TVWQI> M&!S+8A=*!61D`*5CRO!'"N14!/(HF81V?/^PCX+`11R@6"DFW1/P*1!DI+^A M!\D&`OI-@I:P9[PW=7)CTU<)=EAAW6O8*C/C."E.MKPM9H_1;O;9?>MNULI] M7*L+L7F0@-S2CR@IL)CAJJ;=#&!RQJ<2%?+1&\5>85S*YO7)IL]/NHVN[BP= MVE"2%:3TO_LA_/_`.'J,;D/XQ7]^2?&_N`XA]:KVW*$87\(7T:RWFZQPM7"8 MZ(#;P;5:&8`(6UQN:\CLYEOZL^XLXA0:J$,&I@TP.5S[A<@#0I_^QB"*3"=^ MB2B,[VL45X;X<9FIE-"50KQICD+&_6_HQKUPT_>F(;3I84O4UA:K[5P*;`H+ MQ-9($F9FL$:I_'6H8:%+!CIX``N01JGP)="TOZTU."/HOTV8$5&46I1YC!Y_ M1GB$_D"&];0Y-&FR(MPJ;#;;S1L(@ET%>0PB2#QFXLE9`"K&"=>&!WW"B>+! M.`DK&$#]'B&`0WZR)]3H<"Z&VS/U87+)__OI,5J(+_E;CQM8\C=Y$"[(=M9+ MI^$UYQ.VJ85`^*IOR3]./N(S?_?3%S\4DDOW'&1!5PF MMX>_X'M'/[,[@TTQBO:)6+D(PK>$+9:K;3Z!$RY`V-QA6\+RJX*S`D/`! M+AMJ+5D!MP=`F2$7V578`90?<)G@9PA+X+.11FG&%4MPN*(S9&1719D=QQ:I MI9J+:"9#Q3(2FN:KF(F@B"P]85/U&:VQ4F5@B9;MRP8BF(Z(!DOAB$JA+_YA MF$L]Z&D*:\2J_;#?JFO/Z+3JZL`2YS!W^:$@^KYIJQXNA2,JA3:K9IE+S:I; MPAJTZN\P_7L4IR_WD'8$NHYB/"<'/J.!EM2K^GV@DQ_Q2KOE=EMW#=QOFA`& M.672'*ND;=1G%$I=<2&)[KOC)_RX11=Q(M]%\5DM0`TA=V2` M2;]Z5.0(D&!N^(`"SP"^\9/FC*=TK]';+(BN5-;;A9/UYJ540$;&4&9\K"1S MW9)T+T''BN,PQ/GDAC\NP/<_7_[9?`:<[R'%>H^C`C7^2?I8?7+W/Z!7.>Z; M%DTXN[Q6\%W]OBS&F*@A.;O9>E9X.*']\8D0I]V[Z#'26AM6S0FP:22>5R4& ME'CUX.QE6NVU:Q0CIA#?D?G@-@")G"M7X$5">T86'AP.N]?7W2_I7&QT544<_O_0B;9X:&&U^@*!>]S1BO6\4)V6HO%^S4TX2Q/;T;LNBM: M]$U+9O@&6\)%F;/%)LU1D=@H/?_CA,Z=G2-_31B;M&@LRF6:GY5V$E+$.&DI%9AH; M>P)NZT+IS$O)A][?W1B^1.<$TANW4)B=UV`+++2%B1B;CT4Y%+^L=K;=M:9F M:FRX;*(8!^0#E;=;&LN_3:H+-J:8U87@[#V-0NI(])0I!%>%_"P4DN0*<844 MHG>BEX6&]IPOI5CUL):/)HI@C>?-@E6=&>$[TU;;'0^7"N^S`7_&B,>&&CWB MR4#*&!G9Z)&(R&@`)=B>Q@$$AEH4^CYN''^570*U)[[VZ>TJAIZ?_M^S&_CI M&\(CW)/PD5PE*I!C&$C0$'H,XU;T&J;-`LUN#7@AER/4A\075=)!038J"03P MN(`,#/XPG:W0H:?Y.]"3$)[I4!:]J_A\/.)K:7!C5!\M>?RG<][*LJRO;=PH M[U9W>TSCX3CT:0+F"+WK1-0K&*>N'UYA%84IN58D3-3AJPAY6]%6@'?1].!J M-]\N!F%OQ@2H<_%ND%BY#H?@LED=JD%IY8IL8C9'2?@O5)OW?O(#7TAVAU@^ M1($?X;]UX?D%^/)K'YS)`8J_W7S)$N$XL8";*N7I\>O\DC+KX5\"*J4G`]'/ MJWAJ^"OTGO$R?Y_ZKR2W?^4F+W]!C'R-$M:%D>+O&@3U3L9D`IML_PZ_#I[1 M^PGX$"`2,/D-Q##;*#^=8WR)2HI/J]9NB@0OE`W@%GR8*>!1K!(&`&?404D> M$)WA`0`>P2RN*A2>@.9?6Q_6!N@2T83=4#D83FX^,S=4&.*T9$D*DZ1YG:\MR;BV8[!\=;JTVQWNSXDOK,:> M@9:F^`[K(M/?\U&ZWS7HPIV,"1K1VIFM9UDD4%XCFUVQZX&G-^8%T?AH#KZ; M'@?,N%,\^O<1Q\MN(T@X53DD&TSDK6)+R5S(H%!W##2I42>),W+K?3&`6911 M*#L!GT_\N^Q'"]5Q>&G*3]J^LKK7EFV`6"&88R%OO^YT`K)H;DZ0B*T0+9O: M6,]W\U;5I1#>V)%*FT(9`\#7HIS8%!IQ^C3B"DU'5D&74`9*0ID:P$RB2DV8 MA&5`-K`(B=CI2AS&K*E/FT8/P@AF5VW:-,H8`%Y6K7%ED$`4PZ8N28_H0P MK![/QE/M.3RYO@=.L1_B62D`3S37T\P*[MTX]G%GP=H![S,Q?9(@+'\9D2N` MS67^%"NV#7XH3LM&`&B(+%JQ[-S_!(IHI\P2X.XKO9QHNLS*#@!2:,*"0#%= MZL._2N_*JR@D![3.;D#J-*+CT4_)3#30KR+KUH*<)4T_6K_U7W) M!\TU[TM.K`3*"70X!$>K'8`K?&1U_C=Z M6@U!USV^U"FIOU)BW%]AX'UZ^YL;^[C@]@9?5PN3]$N8^FEG@TF-X]N$8*J% M$Y^^9\P2.Q92%`\47`+*9K-BO1XO86;Q`8*<79#S"RC#YK=7+/L:8KC]+K_& M\/G`["<1FEHNP+>'^^2BF:6JK\!()9L?`I<6S9LG!9S_9!U%RCH6/_?6];73&ZF1-^)R4LUQGA_8>7_P$P(!NI\;PA"2@ M.Q7US*U7#$8.3H51^'$?Q>A?IRCT\*L!I&MQXFT7^'7T[N$Y`V'#:KZP)P;`+CB4^"&AA2(H"'U_@YG$#N3^UCF7X(3XY"KV\?AYA+GH`XQK, MWTB0L-E%TP=PH*=($3">HL2W!^[4Z;X_1Y>'@!S[GOO)!="P!PTXF M1:?HV7:]8?7/:GIX-AA`HP$\',#C@<<(%"-:@7X*==*/>H9T,@CO%"JF/Y[+ M&K*"`U),C!5#*GG3"+A=BC$)A4+`T0>!_3J>$OJBP"/U_F6Y_S'KZC?.JKG?S;1C?(B"5I*[Y2&*8S::'?&>,G4(X!WS3$D^FD58 MITHE#LV\[GW2[/#8(:A1[.KW_%[DZM&87MQZC,IC/>,^>XV2O?A595/X.H75 M;+/.]U!;AV+J.):^H'^CE9@?)JF?TN;!"0P"N@-*H(V<#8O+HW,?\-Z`C[=6 MR:8H+FXX/^$`/_7=('@C6P>)>\S&^PVXB!:A">./3Z29#P;-%/_R!/?^`9_0 MP5L5I$ZB^LM3C*;,"^`&201^A-'/D)*JL%)`[P5F`^]76(N\PS_D4/1][#O1 M9PT$#]<-/==8'!TK3X31F\OQ+E7#_)$M/[&G[[J9F^X;-)TY]75'LFS"8D'^ M@$FKI3#5$]=GF.QC_R0"^=5'34X]%3Z$[]R;[W99?$S??H*T(BUX;I@P7.%F&'@'2P6:RGO M=8NE'3@8+L=$AJ82)G3]VT.^_XL7^I_EYVQ*`8+`F.N]LULLUJR]% MS4_`[:$LHB`I,S*&%8`P6O8>C-`I^R#H&*T`BB88_\,HS3-_4138#"D=KMR' M,CQ]*0:>HM+Y&JW2>CYG_5F#H%)C1+B+R6+N,#L]EX<;,#EC:#%"*$:?&@U" M"2RB<&/Z.)[MENT>OC1Q3?SR)/!A,EH(5F+ M(N:)(L/KH-&"#JK^&B\@;JNF1\#UNRAOZP`6YGJ.IQ8YP,M$(.P?W.2)R'!. M/CZ[[ND_,1+^)PS2)/\-P<:/L_G'#!VS7]<9NPWOH1M\(6=Q&M^V_WG%N,B" MBEXF!*W+V6[7,W:-:82;>;H!H/3T`H1B\9SZ&2Z]6*!8ED%`,.6NFFI3["]P M^Y"=HDO`?S@7F]GN`L659"\=_7.YG5ULG"TX!=![AJ3LC5YI0P]))9RJHMJ^ MY&\FL%08AC"0BNG<*A2]?$I(6;*L]13OV8"J.3.B)HV,<\T^XEA'5_!'3EGS MFF\BB5D'N:4D-NYM37,5\KJ:LJSROD]O^%?]W3!&$++!/[G<"9OO:K=FMZ2L MF^\%;F-!LA56=&70I1B67U]6>_`\9#TFS;9L&.\.0N[>K52K_+^R<48.!:%? M/4?QV^6OUM[Y*%(V8$`'?\+&CJR=W;NQB0*5P2ZR\W;9>&B"0R/:A@/*E-,_ MPP]4CG%L$'`5(73H4[7JI&YU[)OP.HIA!DMW><7F)2G8O#U\AHCP/\]HX4-> M[,M=#2=L,D$\F&OA0PK+7;Y?3J]7X%Z9T*Z0?4^W)FA2)`MM;^M+AIL05(8' MQ?B`,H!+?$H6*`G#>6U-NB-@C+1S*`>P(AT\&I*82>-Q2K4J+,L;V-P/2#/7 MWK4A\*HR)!Q,..NU(Q1I%4V?[NW+1@^7G'CNWR'NH@F]C^XKC+$&_%S6V-!A MW4&&*Q05M51EE3]^]4-XD\*C]**H?-$&3RRXD5G=B^P"@3\P:4!HV[:T&2BT M2*JR1VCCWM@R6R%7K"O,+C^L+)@^1T?7;X;[0RA8X9DMMD2M=;U;+-@'%9LS M96.E38>QSEM'*D(D_R"N"/,>S#5X,5=F:],ZGWY$HP_).=;>M<6/MLE/Y::8S7(Q9Q=/ M=ABKO?/L4`5(>JOM\VO;L*4\UM9YE=F66/0M&WQ4JJLMR9NPV\,U5VU&VO=. M(JW@U3>-309<$7?_Y5:DXLUH#V!)"Q=RV@F[`5>'^1ZEDVVU2=.V9;=-EG'1 M_H?.>C[+FF7^/N%6&_$CTK4I!+L9\-RW!)S<)`5>=C6Z7]MHL61G;EJE"VS. M(0;>^0;=M"HD&(Z5Y-N]3S<4TGJWZ@:IUZI(ZQ9?9W4/Z;Q;EGTE0TN;>^G9 M$)WU,2E MMAH/YD2=2"C,$U*[51@B&2&.IV<#ABB:29WM;CY?"6%(*_2(=(4>@X^!J572 MNB],SE"EP`ZK8L(.59%RV7VRVV*V?Z)219)@:(2_8JTI(EX]1J%E@TBJP0 M`>8#8$8`Y01@5BQ:-TZM1T718,4@0ZI'CZ-'H^O/X:C8NP(=^*&LBA\?]B_0 M.P>T2XQLB%%_V8;(L,:11%)\([(]!W+J66LEVQ:-(X07J%H3$=YX1,=O)2\0IN2"`DM" MHQ'Z$8AZ,NUU](^ND12B]P/RWS/97)/'E.C6T&8Q7S1O6285-3EEV@(1T[;@JC]%XK*Z8^H6 M5[P)IAJ9:#R/(=B M1@HL!:AV<'RO4*4;;D(CDB)U([@$$Z1B$@[$6!0ULNUFL91?G)'2P.K-L`GP MSC&>HG!>F^X&&5R23:$B%M20R]VJO;B3?(U6)JCM6*U-H9%&=\QR7U=T6=Z=5+E;K,P%A.B;!391)X2AZYJPR M>+N')\0^K6%&(,6]A9#NSQTH#Z!]GV4](V40Y:;1%0OGZ/V5V5`@'ZN\T+)^ MY^4D&CE%B9_ZKV)H-Y$5L3;4^JREV8.VW5^6WKN*YDX!8H9GD6GTJJ/+LLSM MGA/YE0+KL6(VE9V/F/.IE(ZUSJC5NTK[^YZJI6WMS-O#N&C7^[F005@6H^2.H&TT MGAD#L6%[AH-HV@MRX[:&-LN%P[XDL]_&>8W0K45#%:H:AHZ6;C-.KR[I>E'+ MP''`WN-@I2H$3WKU,+S'#:?[8SW6TX8`C\&*-XH%/OMU>WWT!<,&1+-=4$&F.!#A:5C@#*(0`=`]!!3,.04AVP@*EB&"X^ M>?L318#(?%QL/_Z_D#KV49*"*+9H.U@*+-A@)J+6*>"-8JC(5\^>-`U9E`WA MUF&[>5[VQ'`U2LLLH`R1AP<=$\HCAQ!#A.K&`FMN:&`ZMY79I^M] MU0[''KQY,MLLULW]-]:$8GJC3:V\W4A@W>Z96N'[HP<+M\1$7;@'62;?ZFJ, M)UE+[71_2`J[$DAZJP1OH%@+H(?+2-@>&!NMQQX@LZ["2K7\CG1(9Q"T M),J?!/4T'7`5,'E+.HL](@K)2Q1X.*/<<7ND"HIV0)PHN^*G,7=%[2INQN$^ M1:\0_'SQ]R_5#:Z`9'^^/=P#-\9XN,>G3+)N^XU6)@CL$-"Y`:YA+7MLM5\[ M)WDJ*(-`6KIZA.F+\;S0E+KNP<9*A$>'!<6XM#F`P9L_M>LJN\G7\/6?"O&H M!U"EM*@!9?-].8F4$N-=RY"S8$RX+'JYGB_[%J/5PU#Y`':AV$"YQ?&J&,`^ M5!HH.\&?3K%LP)Z6EXJB3%TKT^&);#K+JAR6Y!;M8C[KPPHK8&&(6#U08%U& M:HB,/6DH2Q-/4MFFP2DFMPSU:A\1OC6\]B(2!QJXB M?,DTL&_6T[5<[P,:XC=0#@(^Y,/\9K;+JWI-$`>]0FM*I`=\>5`1=UW4%Y+D M;JI2(5TU"S;T@I7Q!E9'6&%%3S?-BSQI)J"?Z;`#091[2L\Q%.V"*O:^'4C"9DZF M96834%J>5@QA0W?4"<3O`1JMX@]!&Q4ZH*#S<`_B0MH#A/A?T'_%?=^S[JG7 M#S-K!"ZV%)>$FRF<\;5_LD`)/^>(CBC_0>:F9K$>W=Q"95`+.'&.U1`\D- MPND7_PFRSJ6[@JU8_0C>7]3;&F1/!I'62``L"'S(`2\!_K MV>YB/=N2-?U_+%?+"V<^8_2IV-8,8$<`=WANA1WHB'+?+9=9[?JY0,`,@+9L0>U M0['UW7Q`QM$;LD^H@KE=*N@.VR?4`^T$B0E_Q"4,C+\%5>7VKP MJ`B0K]SDY0&F:4#PG19,?/6/?O/>A4UL.8,BA) MYT5%A+ANI%$M[MP"A38QPI$#C&.#:V$9SZR` MB*!Z3*Q]O\,4,W471Z\^6L9\>OL]@=Y->!6%J1^>T6+E]@1CXMR\:\IE*&A< M`TNP)7,-8Y:D0]2I%^;TP=,;^("'0`O!WT`Y"BB',;/4FTP/3JZ'?;%-N4<# MF;EA?3(IU[F4:)T60]S)Y8,'Z4^_=8FL:YDUP'^K2RU9O5D$4==^Z(;D$#(] MN.+#9#QJB1(U#V2"G,JD,.9"V%8,#,J1+W0BWD`LF$1A!3Q@'``?SFBDW\"I MHK=#H2VW&-9"O)!T)@$(D5'W^T.5RZ<$Q:/[YC),,?%W@S(YQZ+.L]XM5BO5 M:`/^R-DP=.FW"1W20C&LOT,0_4SHYJ@HZ.A(M1LQ+&&M_-?[Q>(F!*G#Y)K2 M+<+FF_`5)JGBB$^4J'DL%N14/(!9[<0PN!CXG45\DRBL'O$5H5X6^CWAX_.Y MMJR.^"2=20!=9-3]_E!E6,0G2_S=H(SLQ+Q!SK-3C3:V1GR3ZI`9VXB"CL&( M;UK#$M:*C1'?0`A2A\FV1GP9AVHC/E&BYK%8D%.)C/9V*83!Q<#O+.*;1&&< MB`\I+"K49'6H)^E%`K`BH^?W!R?#0CU9XN\&7H;D8-:J8<;64&]2'3*#&E'0 M,1CJ36M8PEJQ,=0;"$'J,'E$J,>L5D/<_,7UPZ]1DMR&96N?`VT-?9.5Q^>1 M*"Y[0;^+CJPZVL&D-->T#>53N*!RN9MG]_`\XD`HJ[!(ZB?!:T*X#UF%0$3JC_2>S]6CNV+RP6,!/!BX#6M=QPYYT_I\2/0#*`<% M=%2]P:T^_:P+VS)52C<6-O+JNE'Z4@U_Y2"L7F+<1TW"5X4/01-:SV;K10Y/ M+SY"I10>\:F3ZIW@(<37>V/LBJ$;D,ZO^%C+.2S^^8P]\T.`F/BMAF30C4,T M824$MLH[-!"L`1<12\Y!2EO2!@&>[=%#N'<<_O'HQC]@2HZ(DJ,R9`I$B[84 M/D*'+X#[ZOH!?KARB`T3P\?:TNCCT4TQA;?&+>15"?)QJY(@SIH4 MJLQ4:ECQ41U,,&,H?^HM9_B-*`P_@;[F&=^J_@IY^J.=+'^Z]>-H]&YT9.SH MR[S`,,$$LGGB@XO&.[FD4!\_$(59]Y#DQ44/(\%0./PGW.(227!LZ=$\GU'+0G)[FW@SY&@DGT#>BHE:.XY&VJ7=+V$_%\BF(7?;*R M%0OB]O;Q\>:WO+MR?N=]A1V#$^]@KV=/K!5R:F7:49E"4@;N"R8IID3"_,:;"I`G73W&U8/0&37&:'&[,S>F(-UP>3,C--2O,I?)W0 M9IM?0E5OQOX#OI6@G.#?U&:8_G/&1H!E8CW5@0=A3NUX70+R\?#-FP"/:$__ M=3T*PUHOMK,, MG>[+T-X]XL"H'F;2`"I,HL#W7!);T2HS%/LGB*_L8'H,`YJ>R\)>:RY0'ZFA M`IA)O#P]X=:6:.[*%DU7*`I"R[\_)6AM'R)*)#-W@/H#'/6J:^)& M1AMDQ$%)W6#'X4DD=RHGZK#D,)-\OOH?QAL/2[I]"X8$]#0!.#T.`B;66X9! MB<&2J&VM%NOMYO]10!JM-AX8/=H*1*,EYH+0S#X0ZG!O'@#Q]#,%^/Q$H[P- MP1_VBZ8AB,F5\%)\O5G/_E]%(06:XP(1H6TI%BF0FP='CHUPU.GP7$3B:\E0 M@2!E#V?,^<5-E6?TENN5`PN?3EHN-^V9_,-7DC2^3-/8?SK3S5'<>-*-T6

7^1;T8X2FP&,4/J31_D>V M6_W)3?R]R"<3H&+*U_M9D[&W-1<-\F$P%-"!0'6D"T#&LL"]5"NDX8#`;>#B MGBJC6@5AC9.*6S_7C075:;>C?_:#:3T['2V3/FA*U[OEGNAKM[-IKM M#C](*7TN[U&B[]#G&XXPS.NK.E63'<#;L$6__VL(NZ[>KB^KA-[4GQ\084LT M^^0LULMU7CN)J\*.1UPWEE5]P*#<>L,5E+B^HW*M$EKB-\LB$Y!E&:#FVZ0G MT4L!8*1EM&=#M$-KOQEG+FR]!?6ST20@WXG^.'PDQ9`"OJ= MZ&;]9K.89YW7KWK/A72AB/4'1<9KJ1-0T._M``]IL0JP:'Q:.WZYIM5'RY=?)I^?@/K,O7I-Y6S]LB+(FFGQV=LM55L6! MK:D\CDL*N\D`(!\!E$.`S[KO7)M,]KD]LO?!QC0***"D/$"+ZXS!'@^0%>FA M%2(L%?`&W=@@Q,@Z=P5VI#2H!HKNR8&EY/9P#]W@"ZF'S"M4;\)*)_@#*5YE M?WA)&OIA28Y!4?N<[3:S=>686;8X:IXTHX(_TG))U/EI"X6-"`!)^ MRB)Y'T^8Q1Z_SC33D;$,?$/-#1+(_#U]NKVF_;@;,J/7J!R-@@^KHN'`72< MLI;])JQ=@W&@M>Y&X'E*?3BTH(#J0LZP#9W'FM0ZEFK5H6GB&C855*:O`3I5 M,XEAW.DJZZG\7?_D4PXN'/ALU]MU$?424)VTFJ0#1(V;;SB>0TAS>R/_;PLCB7?Q5&(?MS3;#&]PYQS_WEKLT62C-;=,3G>A+NX M[9Q5T?;N)RC'`/5!+@`=`/R1_==8EEF/1K*H`A=D!6_@)DG.:-KD:L?LGM@P MXZ]OB0W0I8KY,SJ>8Y<_?5;_K'OVK(PMBMZKQ6R1U=G3UPW-G8-9G^MBO7OF M',R_(\B_EGF38=O%M-F44(DOA<5M\4F'2[6?TNY9+1:$,_S.>NOD#A:"DHPI M1QLIR5RW)#U^-U*\Z+S^< MF'X/'\BI\&G)W6RS*8&`-A\N#X+D36HL:P:B22T%JM#NLIE:;@_B[4&,'M37 MI"6G9CS88LP=Y1\-$Q4L&Z,\(XOW*,P.=N'][OP2)KST\E]Q81XSE)%\6>=" M78@CB:Z^FT7AT"7ARM5O)6E#H<.4DCMMR2F4FXPKAEEN;;TMKBHU4#PK2HCWP38@^(TS2+[].,$R8=6`C MJ&E'CL&LBD:3F]EVOLI1)87@1(>C[5WII0[-94A:KTBEP^(R(CRN;OC1I*!Y MH:!L.)"-!SZ]M18D:;4=>3XLR,8U`5V:E.0,M2)S<#<:6$HH'*=D,VN7%"9E MV%;P5U;TUKEGZN!$^5K:;EV$(SO^55"^J/EU2-K5642LQ<=SKRJ&` M`PCQ$&:7)Z+&65^:"&E&15!RQB'.[2$[=X>/&"9_A0%R^R(=R\)B@;=T!QG] M+(E.`XOU!U0EKHX^F@2+)K#AA4"SNO"'M[*,[@4F$Q91P@ M%+0-3/ZJ!7:DOJZQF5W<.XL97%!3"K&CMG[BEHGS'S:$%&U.A#NTH>EF60,( MY#.-%?]T=;Y]H#!6KKDAN80`8*QP#;\/D7!A.X-AVM_Y'M5T9U1-X\)X4JU]6SFU'P&F55Y5BLG9RC"5B-=PVF>SHD?PB1! MZ^()A1.YW%'1QVO(UR66MG5#GS/5E@N=>E`XT]-PXLLO>MU?L\--UY.&YO@& M&\+Y[7E1V7#?N#:LM!(:*_IA&F776T$7_Y]L+)(XPLM/L'=#\`2+/W@X:41[ M8WR$H>ZF&"KTT@@0LE5"0%!C(-`>76*3?)NEUDLBQF^#'BN/(R6/KFF1;TS5^9`CNX*) ML$*9]":Y#+VOOON$UM7X"L&N[E&B;VJ>*`79$C[_N-[.G-;$Z15IRP2X3]$Y M)5-I5!H7/HV<]7K!UQF6#$S?2(DW4TZBF"9(9#?\(MK@JTZA.V?3222OG:9# MG_NZN(+I)D0N>C9ZAZ&D5^^Z\P:U.-9OE*I[POY#)4 M;CV1W/NZ<4B&.>&"^.UNOF"&\6X8GK,;6LD5LR@DIS$\_N,3ONVKT=&^WL<> M^$G1&#^O9&;<2UO<1H;$C'Z"_W``,HY`>Z.J"75+`2V$@`P`\`AY#WRR-*@, M`N@H!HN?)M0#@;?YGU?_@RP3L'4=R2*B*C_LEU\+V`V!D0+RI%6H$/@>T3/P M`;["<"P$RE(R!(:2;(IFPI%RE^SLAG983'_BJ\1*8"3QWW^LS.+DI&IO("89 M"Y#!W@EZ3JJ=#$<7F_>$I`-QJ8FI0Q2K$EU_1J-A592$*3P5Y$^X,>YNL6W? M,6D`2/V07,B3D&9#QN%S$BTW,#$`:5N/G\^@?".&N&U)=NES+F6@!=7GE$_S4K7>14J[>=,>%\^N+"MK5;+ M;=/141#Y*?SS%:F\$U'Z8+U$2VPMI%)Z+6\R:M7Q9Q-SMG ML^1Y@3VSRSCQR(0RJ6L+5&&I^E0U88RT@1#VF$Y'MV=Z*[J(YVW2^[Y@^P43 M+M_B0GBVV!;URZQN^3DYPRX_4CRA?OA6>`_7_)CNPU:+B@17/L*=&Z5$-%.P72SRG7IDJNN2&YNI,^BH1SA@FG)9O3 MZTY%WJ9;&4:GQKQ"NK.Q$>]I$Y-BG07AT&H^:\^(.2G#K8J4B-9PE$1$-.T3 M(=O8F+,@0Q=F_`3/2C>A!W]![S$BK9?S).LC&OSRE\\/)@5>U>I!_?P(VQSZ MGUGN3F3[)J.+;SFAE/^4;SU<`$P=K301?6,>IEIT1XWH^CQ0W(SK[BBH.!M] M\W-T=/UF1"GYLD7^23F2.-$UWTEZ*!W!4A\=(KZTIGOYGD_A]SVJ\0,;82HD6IN1JKN;1`UHE5F...['GU^4VQZ=(IN M;-[+\*1[NZ/]H.XYKC:Z1/W(;E[U@XR*Z?V-D0)5K!\6=4LV;&MP[:DUF;6E M-^T`G8L7(V6>U8'%%P!KAV7Q)IW7;7.A!4`[@9$I30ACP]^ M[:/CR0W?BE[SZ-=N6':>+9N%`>W-PI1JA`%6Q24$CY')WL)*Q22(<%E\9)-X M(.&5M>"U1Q7&9O";$/D*KY=_]0G=LS<=5GCJ6,R+CK!F?N(?P3._\, MGU+P?'9C%ZUV(#ZXFH"XO`D-FR&X@V'X]LW=H\5I?/KS!?CZ]76GI>O"-`/+69525@"E M\^X\P_LP*D4FN/&M\4D1BC:^\CGTD%*R@US@A&1ZP3UOW.<89M52]>L7K=C= M$?/DVE)90+63X(P$N-B"*%+6MG(V\^+H&LO!S&W8CA:*CQHVX<00R1PNZMOG MWZ)./8$G?X_"HJR#ABQ9J/+5#^%-"H^LZ[-$WS3AY_ULB=K1:K=>;JMNCR^? M*L\Y9V%[L;V+Z0,R@`$@4"WUW!:I^Y%"M>B.(M&U08FX"]>015!OQI(*#>:Z MEJ7-1W6G"!KC"^=SG?5Z5W6UVX:M&5SICQ*IXD)^^`J3E+22_(`[0_R&?L,3 M3>L"GV->K74\2Q'&?.+QQ0T?X?$4Q6[\=G,\H1`?J_8JAIZ?XIX5Y*+>Z#G$ MS3YOPB]N'"+.DRLWA<]1[,/D]G!3?)"D^VS>9./I]LXIA!!.<"V7\UI59(J8 M`04WH&3G`E"&`.4(E"SAAJHY4^BI@BU\>J7"F.FC@W:HVC&N:JTH-B4@M*!P MLJ^K8C%S3I/4#3WM*J)SB.^;"9#3X&5UF5?;E\-A%Z37*UUEA47H"7!T/0B>X"&* MH;&K![5IC4)_.1JH#$S,0OZ4@$YM588T MMN@:#S7%0FRDBE4`YRN,7Z#K\;.X]0=TPUMM=.$4X':VSFY^RPD8RM*.8'^N MC_UN'!@A0^[:1YQ)R47)RD[Q46Q:E77]<&,^*\OT@\)1VSHPL0B\XW.26G&L MIL/0JLL"GDX,^4;J[_T32=94MTV^N\?N-D0B;^KUG3YV).IK-K/"ETJJ]Z9M$1I0Z>*'F]Z]YIA.X#F`1DU$%&7G\0.XW@](!- M_8.:"F!E730/;:4T8]7$GG0T_NQYR8;I/)'J>+E;S!<"CF:RPZ=*2?MF[RY) MC4_;":^5IX"&)IVL;W`C"+3:R';ZI7"R^:XUTW6#,1D$WPK,UWY&/C\^:?E+C;-V*-$9Q4-G\JALO:`B1M4*H1UGQ&<\LM7N@2(6+;9R(6# M5_VA"TM'=L4N7SGUE3)O6A'%?)4LL\/']-9+D5#FJZG:PLF$%HAJ>H0V']NT M#%'@<$)4#V9*W4**'?C#*A@%DG.H6M4V!D1)=T`"I]MGIS=[5KV]?J-#C]/TA M0Y?R[`H=2"&`])1%W[(B9""L2'3QWFU$P@5"U;I(88"L`E$"7U;S`4+-/,6" M@U))DP8&?X?^\TL*O2RQF2\2[MDMP8;1L29`Z&!29D)8"@0)/[.ABKV-8F49 MH]%LB124*:0?B_*ABGV/(IUR;Z2KF`:E$-#*J7UD&H)]08,`(/0'#GTJ-!X\ M/,#].?9Q\]_/?I+&_M,9Y3?.3B5%-C4G#P,7EQ8_CQR4V0SG#/2A@F6>[6^(7#"CV/&SN- M^!9*XBO2BC%YC![.3XGO^2X^V\&<=9@/:H^06%R(=AK9+6;./`^!*"'<(;1* M2G-X,UZ:N79I>H*3\2(Y-9'2""0](NF).[HL#==1[B#%?K! M?X77D)]M8#ZL=7YG<2#>47,U+W9#"2'<)P@4I`"B92JA,%XNAY[8\H]/9S0: MD>[D^AX1$:)@]0W\QWPV(Q,MC-$OC[C,!Y_/SH0G+50AFD:@9W9&[;+(^B3) M59I!5TH0/Y?>*U8NOP>YV#OZ'8O-B+@=[K9U_TJ(]644,5`;ZK4]@9A.34Q2 M14`.2-)_>RAB0T$L/@Q)#SU:X%+=ELGPK`XU&7:PSTBGKR[V^)L0A<`D(J0G M*Y#6+_?H#R1>[K<"44)F7%&0.V'#G6]F*X9_EL.`"&7_O8TN\+T_1[:_FZ!_R`,CFC6/U7X7%OBX8D40 MY_X.4_`!A;LQ=!/X&W)N^A-N`I*4>O#UZ.%1(E)1K(QMKHQ<%W(:,`!PHO[. M038A_1F&M-]QU]J?.,L7/K/+M05?,@-<#$YDHFF'@555DM.4)0]"IO&2+JOY M!Q1E(%_`Q/"_SE69R7H\NYK)$D?LL%*.[_'49=+=;@_X\IB;)#GCE0V^]+8O M8F"]8<#1&&S(V%XS(D"V1V[1R0F26YF-S_[CA6PZ&/RU?T'O0=)C)X&AC]`E MC%+D77XN^9XGN6XGZ[!-EH?QE&78O=!:P8.A)^!6Q9-FW"D?7B:$6C/<**=C M@?,,%*GI-%Z72`:\HFE2'&^H26_6"Q[2:/]#;I9AO&+$+]I\B&=3UJQYAA"T M;J(9+68[E".MCTB]0CV8P_GAZ'"`)"MLT6S#-U*V@W%49M+3'J/+_3_/?@PO M7UT_P),\BCL?W`!6ZB;0)-EC#:)4#/BC(&LRMMN=ND@[-9DNC&OFQN[U0/HH?EL MR=CMAN^VQ5F#8@1`AP`?T""_6>.\RA11<^":_R:%!F)"VRKG[;?P3@?N49^: M0MYLR%RYE\\PW+_A.;V]]3I9U9$C@H3%UGWM2+WT=@AZCLE]+\9+"N6<-M*F;&HGB:!EB^_]C!)"C![.,70]82^)_M- MX^#"9$O0SA;;Y2Y'%Z9_4>*5&9Z2-XPH"D3F0XI.D?O.(ZB7VVDM0B"5MPQA M$JZ\9E"ETV/YL,)7EMEU1\Y?[>QFMD#".8W>L+:7@)%51Q]7$KL^:T82L'#/ MQ@GG(FN`\X'FEQR*M="?,J`Q.CU+09O%V9=$$+5X]C)$2*63A`J\$8N"<[$U MB0`9XT%$/X^B]VWLUO/YK!%1(/\MKF5J&/`+&JMBO,5PAB,,U?J0PC.`!@-X MM/)0BB5+&N5J&0MPV<4M^646UT4Q/)WW\;[03;AGKH#-!#/BF,*/;`2_@@I, MQ(H]NONK*#YQ+V9B/*0;SUH:%'$OW?/(Y'`P4JXY4Z[IQ1+R_9&R M91/]7ZUQ:J[C-'V9+;@J%T8`B"/\'"=ZW9C[O`E7YC$C:AJKU6Y9=6>`IP-R M\VXQ\2&:!GU:C8!SHP+V>[<:*9TQ4FKS_#Y_JWE_IV(4(D"^UB]+I\CEG#GR M]"*"V/N&$$*(.>$&7-MMT4F^,#7^[:;%'&H40B;0P-PN#0AAS`1JR***1VNP M1U8PJ'$5&SF6]7SIKB M1]XMN=P3/T!(6@?CC@1/;N(GX!3YI+W2Z13X>W*`,XW`MX?[!.S=./9Q6]44 M7UA`&2$G:S078JE12`8G.2UP>P`%-7);;\+O,+T)]]$1X@:P/5^3_8Y!)&$R M)&IF&_3_-Q11[N$)L4HV_UR0(@TF+PBZ00S3_ATR_#\!^,^SG[X! M-P$>//@ALLXG>(ABV-4@$9_LVR,JV7%RA$:XQUMV)[HYZ%&@008$4:HHI@&X M7PPE##!ELVBD0%BG(2P^O$F%17`3TN8X6%CO3+[Q/\]NC-C#E^-X_S@;[(XC MY?XL0.+K3C4P16$2!;Z'M[Z+P?H^+/,=D\#$8DAT@VVW6>V<%C!AN*@8&/R% M_X([F[L8M$XUDV3"U?F$@.SGB[]_Z<,ITC'=(":-5UX3DY!.JE0KL&08D<:+ MRD"DBIG@NHR]&^S/`>U\W]G%UPI@ZG)_)C!Q5:@8F(HF^DB/"8+#V-VC[XQC MM,OD:Q0^X^Y@5^[)3]W@+Z[?AQ"RU`R"F22KHN:[GN]6FSPC5#5?KSH>"9J* M`3'8!1%ND(L[SNWIH.`9C6H.KB95#R.XJHT':@."RP3@(0$>$V2#`CRJ69B; M5$4$`+\RC<(&0!L(&RRH&Z)&Q2#X)4G](X;::]>/_X9K_&X/M8*WV]A_]D/\ M1(]-R%`R"'X2;`KOJRYG>2KKL5AKU@.X:@DEFL%Q;Z+4/_C[8A)/3G"/?P&2 M%%<4_@D0BPS3F#Z!%B-%I>8IB@)SZ#B9_AC(6(P%\&"`C(9_WRCB+4JLB*Z_%NOE>M&"*NR=)3U\ M-Y;FXV*J!&/!C@[!Q$%FC'0L5*E(1Y/!SS%$T70:@3B_'\P*3&#[&1,$&"I2 M[/4TX_CH_KJ+$I\LS;_Z/V#P]AA]@O?0#?#ZO.=#"I$PB`\B_`E;WVI9'A&I M^E:V38A&`<4P@(Z#.T!\@B`?RAB$+,D,:5`5(I'N#Z5[D4UP(CWH?%5!O@SVX9%0LDD;3DD MYD`EF-V$GU&TF*3^'L>&7PBX#_GB/11M0Z5N=D7W@+:K[7PH9ODA\+*!JQ,K M_GTYY5J&8"JU)HYOE9@,5P#G`Y-5*_C"#4<,0Z!*7?T;!FR24"0,H0)JGQ!@ MR2V#C0A2PGB8KUL"G2S>A*UX*8*3W-5L7P!@!TJ.5U`O))(A6JM7>\!OO`K^ MS4+!+CSH@S2N,A7CUVWL(97&;T('(QH/&\2F.B>B5K;`W<;8-<+TPCY\'7?@ M9E-IY415NVPXRAC(*N/-@=`833`@)R=GQ7F&,;(1++FM?R4;`(+M<"PX8$BO MV/GORK,;-_G1C6L([UP?Q4]7Y!;!!WSVIZ_V0)R.0<@09E*X]<#&F:V8!ZN. M[B__>#XVJG"Y)V7RZ[7QZH^#"\$J3#`3J>69R:2"V,A5^7#?DDK=`V&:Z"=$.?--RP4%%.UXH!\YX< MX;X]9,LRB^;1!\&NP(FJ'RYVS9"[=Y`.F_/3[(3]28P[%1BF#@564'CFI M3BF:1:-1XCET.FM\*QO0@^-[+(Q@:6`:)`B_D-/08E\D?]@\#F2YM\?_.$?(Q6NO`BQ!0@E;`Q2#A&!%*V>4$H/:T7LVV[^!LO@RCQ:@>"ZHENKZW%0L9$1]FH4NOXHQ<5E9.O8QC)KRG=%X[ M5A]:YE:M,K501!?ZSUDHD<-IRM&(DJ`;AV8JF'OLJ';/%T,#:J;7*MG+@+R* M?*KTOL:,[/F9)M(/D43D.,K; MXTYUV/I(=]E*$[OTQ4W1H@!!7-G1[AH^Q6>[B'_BN./9@] MQ&7>U#_Q=[$C.HEN=@MG4W-1W-VU(`M*NH8:9$\FL].0F992F.R3/TY/[,8S^D.#.@.B8.WLYL5UX(0&@*'^)-L8WN<5 MWA$1\$=.QDAW^U&BT/[4*0Z[LB_Q7X;:YHSZ($2,_T;A(%<"35,]VV\KC!"A##@%0='XKU@GN,SF&::(8SLYJE&%BH"C,!2BY` MSD;6%O&RJF5RO_D=4\LHYBF[;QD`4+,Z=5C6VGT+NI&PT+#E#5#31>'5I1^[ MU&@3W"&5GC9Q\P/>"6U+E)\Z,3;C337#%-/D)%_22)I+0!*IV5@L<)%-`_F3;A7T+["KFD)]4XIC8MC[1BSUKEA+]*GY0-/'_?E' M?7+W/Z#W@+^N^'^8$*)E);O=1]QNJ3J/#["1(V9NF6'#C8XHP30/:,R\Z MF+GEP:R!R6KGWS:XET4TB0A?ZM-9"/:MR>HZBN^+;UKT%DQ&X_Z0@>R9`@9P M+^RLZWG1$51@-F!$JCBY6#)3M@I-M$P,4>H&([!O\/TD;XK02Z#?TX!H$N*[AR@YLP26.2!4B^1ZF`;-WV.X*N?A@;SJQ,OK"! M6L6@H#+J!4#C]B&9T8A5EZZR2QMQ2K4=9C7:,;IQZN,[;$CM!FX=1?>."G\S M',=J,R]6/GJL\BP`]?$8Q<#PD1_%"&3G5S5=DE*%VW.*(NG00U/R;4@\)6>U M?9_((!(Z@5B"+V&GF*]7>4%I3AY0^J`R`#[Q0G&F,@9`,2*9Y?/,75E7?AG' M^*)[GF]H`.+)=.748S^CKC_`UFM>+JLD%7M*<;2'T$NND23$>#Z5"35YP:6(0_4P`-@)R5LU/DC,Y:)2O/VHI M]&KAENZ*K2ETDH$4I0PP:8H^X*FRWU)%(0-;*E/(3>_S$?[4_5536K90Y-R\ MV!214*"9Z*+D[RH*47B;^D\!_`R?FF7N(F]HC1VX;$AD@#>KAA<2**K0`YB@ MJ1E?D80M?X._]B\XFB''Y!`>^RCN":/4S/ZDA"76I_IN[9AVIES?MX>LEQUN M^"CPI=GO&7(L)C/"QK>9;[(,FD MDLO%#;=TE#99GN_Q56:/!PK.9HT7C/N<%-*OUG/F7%9U-COFLC$"$N^ZPEA_ M\)$1P80L&0SW2^FUN7[?L6_:(A7CMP=F6T2)%TT[48T;<21?%PW_.,Z4'85! M3F6B]=]4(KJM?;Z:#&XR!EZ&':\_@'KO_[8'L"I1M9P1F(`$BAH*>?LZ$Y\F=PUY- MD*`';Q>7@V"SICMIY3CFHR'5NB">C(DF1/PXM_6$<;V5\7SU.-OGQ1*"*K7$ MR7/4O3U[[K]OSJI%>-]/$3Q1U)( M8KQL28=^LM)Q%A*TC_Y8C0HRSM(##\)J5KS^H.L;6J-)[MPK"R\?H[(&\/IE$I54XI^R-KQQUL5\7?A(4&"M:F2T.0FDY96=GQKG)K\]=9PW&47* M.+B)\2E\'Q):C"\:"$>"F23+X'9,VM\^/=0G;G-E1].II@/NBK+B]A%P-*+Q M`]]:U%-`G^T!G@K\X$.@A&HGQ4%R3WRU?+VZ'2AE)-V4K$'!3C8%37D]W\T7 MC@@(LLX'["L#V@*`"K4B@G_DXO;:>*`ZH$W8IU`S3.CKLQ#[H$\(,OJ1KU^Q M-N2^ZOPF?X5!WO]-,%?20T6O>I(\'LFHTRQ56;5/8 MHT9/HE$/!<*R^^]C!"X[?=UDW*-&-?5D5Z^](%.Y@V'X]LW=5\YW/\#XU=_# MY`+?_<@T'_-!41_`B,5$G4JW*R2B'P7?-.,_OZ3)MX=[Z9F70<**L*C-ET0+ MD`6SW+$5&!5C`#H(^("&^'%]^F M+S`NFTD)&T;S/:/^VF!&W#0KY]I93DKH5OO@V>*6HP2N3\6QJ2YV.RI]")_Q M_1$:Y9\OV2D[R^"'XYG=F,-2S"1KJL9`9!L/Q2L_W=B[:[5I$HHYY2@:7V5) ML2M\4QB:*SM3RA%!I*K/T@WC`QT9%,W8RIX]II=9$RJJ8[W5@NZLOB`;&>1# M5PH.=,.;?G79!'P*886_I))7Y@1@F5R&7EG2=GNX?(;A_HUQ@%+R9<,0R.=, M^`*;[7RYYM5))0#1!Y520%PI1(:8[LRE**BI$IV#7R9$ETH0J9*_MBK,)/00 M%:L.;XBY,`^#>E1E:!%X@$F"O-P-\&W=_*B[_IC>)5YM;(D3S4Z9=BE(D.OF MC:W=1DCBM"1)LA2HX;4*TX`:2Y.VW&HFUUFH? M/8>DHY]'FQ?CYF+T1F;M*XSI%#1O*.B:MKBN*0A/SN4H@`YC9%*>3@].30_$ M3H()Y!1>)$WXQ9<\4>G5IL34HSXO.>'W/9HY([4\IM=50T"R$L-(ZUL%M&J&_G'L"I?@;K9.?@]8G@5I[\D>LE$1SI-A M+4HQZ533O*:F]D9^/BK(AM678!*:(W2JRE%H4<:04PT&%4BJ0/]*D;7,A2F! MU0'DC&&J/*_"@<1FO5RT`36&T;M`T:D5TX+0:E;^O>#GU$IJ@>?]E]O1B#E: M.7U7G^NSH9I^+)@>A@-I>VX8J#R%$T/"K5:Y0L&^#[W+]&OT$\:WATL\J>,T MP%64I+=QYV%)=<0-31KC.1?=H%O.=[-E?0I).DNEP)YR@`O'`\P#.4.<R#9+H4',!KB-S1[&-*1%N\!6'3@U MH5>17M4"<3D;7&;E6#?A0U&,E34(ZC86,1+F0%6(/U&372WGRRR=\?CB)P!F M56MQ>3,&3E63VS&B#T'O[?I[,?X+M. M$!@_I:X?UF,QN`^B!-\$=:*[?O3!&'CP`-V$'([P0W`X!P'^+3G>A[=PD(:2 M@UMT^G+IGJ=;7H=C#*LG^#!M1*Z&__DPX"8$Y4#XJ:^3W9LK"KD3**,?6"?/ MI4_[L9?M1?"H\E+-\XP4]C)F$W&5&MGX/Z>W)XPZW^#Q"<8-Z^`]I7/;OSZT M^)U;,R=OK79&X$%(@#\HD?^OH7W_,:+0'J>?'M",5\3M$$G#`M6OP][:&0`%.B;069-HH\6G]@A]C*)=X;H?$/=&$$NHU^/%!T6KH. M<=MNM*`M=7`/DW-@]B2SG.$*NV9=428\\A[GQRY_^;R*]?+O&OVJ&%34?M:[ ME9-%K^1=A.SH;4.N,9![1X1[7?;>,HNJ2=<%-&:UG1F7ZA.Z+5\23_PHQC01`-\:;1T]O^#V] M^SL*U34OU$4)@AI%0$GJ3[,HE-`I),R.N<0U"4]<"75D5(2\-L^D]"M%#8[X M4;:O\7<_?:%-XN[R'G&?:(NXQ^CJ',=X\#A"&DS?>"5#H\CI1Z'!O(H65F\V MV_4\W]M&0KS@-GI[2I!LFGU$J$-;1B+B&'!PI0L]PH)+KA$OP3D[EH+WN-UC M=,963#?&,L`C@JRK83$FR`;%/?FR84$^ MKJDR('UJHLGETI*0;52ZDK9*^@WBX&C4J<#D..6J0-&GI&S^?A/NN;M9G`=U M(Q^3"]&"WO7"66?U.O>?'JK7'R!29G:G5`A$$>8IT2I0-VPHD,IA?";3^TK= MWE+X-5]Z(UF`LC*D>W.(\:#.G$!K=.&%]7(US^IOJP5>IO=PQ@KDR`FD+6/` M-:=:XH`MO(H9BU7H5*EKO#UP^AL)OJA[1A/B2A0Z9\YZEE5DW->+4(LXJEH6 MASY,F!Q@'-.\`K=BKE$VVCQ=B;L'==V:VN[;<`&@3]JDL4I:I]T:I5K::OLZTPU M+3CO128[`5ZAPDHL'Y0/8"T#3@'TGFGBG#2-AS9V%52& M>C(@W__=;,#S^R@(LK\]ND_!Z'7!P,'>VPS`E42X9>=BM5OG4X.H0_;Z(T#2 M!_G?WQGV*U*IZDD!8+Z*OQ/.WL&J0(>FZ1&L\_'HQF_D`I%]ZK_ZZ1NVW3+= M]DX7`N-`4]D\T?VI)IE`I/C[B^N'61OR^^*&`B&;53",\4ECO`RB'C=;S)QL M)7'U@H^C)&2GI4S`5NZ'\'%#@GUT9%0<-%KJJPP$8_1?%Z]9O7IJV/0LI/L; M\>>?(9,/82B[X@*4+-DPZ>A6;'OQ@JBEXRW7GEE('?+RYQ]%7\UP"6UT5QI[)V3G@0^Z`SS)>R\2EB]X*3C77YH M!,T\,/3*(S43"OJ0NG&J5]150]0G^.R'(9[-IQ58ILA7D:C2F:H/V5&K!/S' M?#6[6"]W9$_Z/[:[B^5LR4A3D=DC`0D^T47GB&;93#Y7_&9)H7$OZ'%*C[L_ MR21KB/98PQ<*HK2,KP8$&14]#[M;KG8K@R&_K0'])&J6FCYMCLHGT MP%H2COC1LXQV-0'K'9W9'B-RV@I^BN(X^HD;80\T%SX]"P&6RZQH1=QF45S+ MR8PVF,W&6['$4S&N?>"H2$5R`)D-B@]QTV%!.:Z=**E(310IO]R."CAM!LY> MN)$!SVZE:P+0^R+.H=TZ^#UXAA.S$#K9G(I:^]+9KK+@E+[X$:^[QU6U5`). MPU<PX^%@K+V/\8:_FA2T+]?X-F--C+@V:%?3V\+B^D5_.]?:J(6:=7-+;H6-;<_0^C]%0:X'O/\E/B>[\9OB*NL\3X:^!R? MH@1VKV+$J1B;)X19E,ES+IEGFBI;DS@#^H(&Q9[B`F2=213X'FE-E!1<@)\O M:&"0I-'^!V[R7$F98G+Y<9*<4=(`(SGO7_!MG[@'I`^-I=LGTFH+V,DX``]$ MJM=+U:&Q0#$8R$48>=)NIYU2QV MCCTLL9JOG+R.HQI21,2U;3BOHU),#H)9?(9&I?3-$S'L"YGN*P4Y"-DL`9X! M9UH$5&>V3I@PV'=5&/=Q(_7`=1XDKJU=,&J`J?.9OP!,C7BRG2CL*-MDVR"[ M5).A'?5S=.<"#+=5)RAU&0313YP0O8NC5S\1FBH'4S8[PP]E6_3XRAQ-#>TN M$*[WCW.2%M4?K_DXP,T'&ERY:7>K((TZYP!B[ZFK@@%0<``*%M2J;4?5%L)G MO)P1#%#A7X^PJ@[0JM>G2F)MO;0/Z6WAV]91\T' M&+_Z./=R[S^_I,EE@L;<0^@EUTC2!S>`2=84C(G[@XEICZF&E.?,JHTVZF":9?!$2Z(QT]FIA7-7&+-)%W<"W&`W1`<)F` M?$B`QP1DT*(CHHGLBQX5.0.,Q4P/8$TFPU0(6D60YD)8#[3=..UM:S`E/A9" MRYANE&+-A'&(Y5><24MZ;RIJ/ZDU+&L-+Y//65<`C%*QX*ZBD1(YE,_98.<_;2*L8;,B"KVKS7:^K,0MF6G0B;A"3W^0 MHD*NEA/KD:L_O%`A7,N?:;S0(YRV*;+;H6IS8(XAV9D@N:/K*,ZC[JOH>')#!#C]]T\H):TU&A[/KVBP MN=ZMRLV-PIRS<4%U8'++1)$8*,:VXX8#S$;IZIRI'M8K M4J^20,$_/IV1/=`&=&C(8Q3^_]K[MN;&<23=OX*'/3$]$>X]$G6SYLUVN69\ M3E7;8[M/QT8_T1)DB/R02"0R M[]]Q^(;=[9V_@1[?V^OSU6[G[3TW+I=SZS3$Z(Z%&G^R9W)+VB">.QPY$A#& M8T100@4E9-`U6>420B.[(D-J86J9%EJLDL.`DXDIU]E]/%9%$# M1\FP4/[%"OCI+:<8<,:34P5@>@OK5(4-=@@GPJ;@0A`'[FDPO^'\EPB]X#=W MO[,$6AI,M`9,ZA2G!3YH7^X'-XS/UVZ$O[H^\;B`[&>,KZ('3.8#L=I7?+][ M@OL+_PCV6_+);XFC%I^%G[S/>*.#3@]F9;?XT^4J*Y]0N);T`KE=AY0FVF&, M0LCV>*$=E,@LCM[<$+\QJG]!F-*%8\(MWGD^+0(&-^._>Q%<.'G!4`L,?<8O MX0G2O*<7B'SNV=AGS*.IE$,?ZRM/"2*@B#*21!>8GC&G5`$<*5W$"2-&V00V MCJ8HAU41J$XVU_=/9%\>UBP.XV"C!OS)8+.O3LW$JC*N/P4'URM#5<.#H\:1 MRM1E0QNK]3PK*94WU]_9.,:B._T$=BK$7H?":/0JR[R$&Y[UC M8G_N>*=:7G!-`Q"&F2(^]+7X+J MU+N5\SM+# MOA#?^"[&AW(&A_1KAE95$2_22Q*9:\(U-CXKKG6@`"ZRPRI7"MFPV%>XS813+S*^OF*+=9ZV8INVN M?JK*6&"-JFRR197T(?D1++#&'ADM*^=RW;X\6I;P,Y`6J+46Y/[FQ6\HKQ=# M.;L]9K:,[0Z:LG-TS^R`+.O/T'@Y6KC15QYD]'"4*H>R4W/M+%63APEI"$IEK622)B%-[=YS82HR"H2VR$]F`E;#JH_C6Z*H M^UVNH4QK/0L+$7:%4ZR,%DGS>J$PNA^QS*PGX(]*Q21 M53!]#A[31CY-\T)Z#%-`*,N@["FI,YDE.%BBG8TC3*=\QJP/2,AO:WC:(8"VL22?&+>?S:@DOZLIY/GAR4C50=,>:OC[D9&/?/W]U-[D" MH8P/'%W`V:QP6HR-9I*8(,(Q&=5J1K#D%@L4;Z#[_(UWI`!Q`^6==]X&LMY; M9H3<&`;13(I!R8F[G*ZGLYG('SLD]\5H59!CG@[:Y`B9`Z\!]""`L/3>')!! M!3HH3\@TD`VAC2JQ5_=KT0*IJU;3.[C6D) MS$DS+-WA93&;+Y-PG!N8@3$:?E%(\EHHRK,:5EX#14B&W?2M"I!HCM8P<9L6WV4,;QM-5+[$F8. M;S/.65_O[2?\4I^Q)'YZU$-9(0ORI;^6`O^1S&0^%H+!S!6-U2$;]08?,E^0 MAN5^?G$W?T`''BYFVEW'O$5*3L7BR6J]HO3X>,R[8.5G_>UO;ABZ?GQ^Q!`@ MP`_!WMND: M3@M3V[30YDX-IPKJ-WSQW!=O#W$`*BC/%+#MTN'-M5G7KO4^5;R%TDC^3.9`>;:R&N7<5&0L=`G?C!)%599 M+3(*UM8]6UO97KP9Q>Q87%N6*?&2VJ2]H1=2JN"D?I'J=RZ^;-.26N!,^D1U M,5V7UU7QBLGG97)KUZ*%HX?@4JL'$SPA8.@$:ACQZ3K"!23N2O@JEL\XJ`A- M5@I9JMHQ%*\6E5^(`0C&2^!,XBLCKJLEEAE=K[(*N]5UL8( M)500)X,2.H@1&MMK'U(-M2Z"(36T!0^&U`7%IU1JETM]X",:].F[&7O.M>^@ M-:TP54H)>&+]GNDE`>$105V;I3[C&8.O#LQ*)S\ZB^6\`F755"9.D]_)J3F/ M&[^ETV@:*J.<+1J2CER,IJC2I29!@E.N67M8/;6T(K#:'W6JV-E5]5IP-#KM M(<_C$0>-G:H$CXV.>E4>9!?AV6R^2%,GZ#!@IX^W]V.'2?N*,"V+@`/#W:CZ M2N3D)0KH1_F;.?NNMX;,;&LD-A,.B5THRWWKAG#V%EUMB`V=:%V,3WCG;;SZ M5,/6%T<-@+1Q(QV7FTV<]`X>&Q0EHZ*?5EG1[^SL8Q%$/L+)C:71L%, MV4UQFC792DX19NSC'?NGRNZZ\N=1;8#1E,;2^6R5IJ^S5TW-\2Z,TUD-_?N\ M]'HQY`,$AX%N$`6QN]`DP3 M`4;@OSFFT4,(1^$KC!+1$$[X-)91E52'D05G=W_M^G_<[YXV04S4MJVWM]IG MQS:].D9DO__<64\NN17"6`@&H\V_^'"&+%*/7%-3:4[`("?@ MW\/@=#1ORFUFE5IUHU9,^*=/<%L'^M-Z4<130#_CVIUBW=,C^J0U+$AO9!;+ M%8]"TI%0;BCJL<%@9KQ0+9(YF62;G&0^%M[M'LOE;)EE>6>S20L:5D`Z?':J MEQ;_>H3,B.C&#'L31/%]V%3*1M/`(Z^M>KB6 MO16[F!#.V$+,IFC^1#ZKP<>((TX="JY0^K3V:,(!`A;0?3AT+9:ZQ=N$XJ8? M0G%RV0U&]#=/%6C*4]`+/XE;H5&9^B#V$;O[VX@@#[[:L%N^=_X3CN,][V/= M7B:F?MIH&-L,T/9G7/::TL19SM;":]^5FF'LQC9QJT/"'<*4/>1R_N!N=Y1R M*%]4;.3[T8;T6X1DH(X8>930AXOG&0?PE%R=L?&W;(94F/-8=4]!$[7)3$W$ MHAH?;^\-+W'ZX+^TRFG2K(Z%;O.&MZ<]IDOJ"6A_PJ'W[D)#5%HC_8'!+G#( M;^,_O6$R6NL\.AT.;GBFU;\H$_3:]?ZT M92BR31E*:O;STAYD3D?!WMO2_*,7QAR*@+N1ES$#.F1K&"?,]PHGME1EQ%G7 M!Y22AV6-,X`H!^AWR@,R6LW)A/H8\&;S[GZW@\6*U]LH:]#T7I./"0>SNQ2=&JE9!2)$:`"69U2L!&R=JBCO+/*:B/.:L`5`Y0R_#O8D M5*<7K.A^["MVH4+H-E>3_M[_)?`?`6JA;>VU&WE*$-9]6'/`UIEG:SQU5;%1(O5)@N7(^FN#*+/<#4" M_=WU_`C]Q&K<_154%;SZ]'@<[OZ7M.OFM4M#AH3#L*A="R"X-YP)@+G?1S*2 MT%9BOL51IES7)61U&6K,5+@._"G<9DA*1.OG>OZ?&)LC<.S-THV-XU53V MP'I4,UI&7@\S*:3K=57T`*Z<#&T5'TYM/,/.FQ*STJ6V+\DR6NNUR<3;+//5 M!M12G9-FD9:47+,!557VR;*HX)V_"\(#*RSTB/-^[1(VZV]V_Z)6__=?+BLYRG5?^F$<>JEAWYUF33B5/UHXKC7B`V MLBT^DR:I*RZ2NM3CNT.M4U?L_32KS+0U1F^?]\&WI]/QR+*DW/TG+]KL`]C6 M-<>V^HYFR&H56%29T^50#)W3T1L"8APDCHP4-6NUMW0S1OY3-"Z(0W7I+]A1TEW_@TT=?!C5OGUCI;P4-@>:2%@ M;+^D@WOI@YS)>E(.>Q.;V*4.+TUD9854R'^A;]J&%A'?THY&S-6%!,6L4RD* MCJR;/6,:C@5S?\R?%FZ8%(@UH>*56DR=%(ZO]\1HP7XS!N6J%E9+_)9F!.GW>Y&2C4H_D=FDZ`K&[9M'T8PUYC<#CN/4@= M^M&NA?]'(3)W3/64]'CBUR['Z*#B!D?4P/GTA'G M^6)=#C"!_:4LL-Z8&1/)3@OEV:`K2GIK-.7$FDWGZ`JM[D\'5Z@!MU:C&==X MN[H^G'F\"WQ,6ZLGD/S]]OL1^Q&^QC[>>Y"FDP'5PXJZIDUC"-FP M$?ZVZ8G&4[*_4PZSR0]E"#5D^9.V`&?M7":MT?C@N:.A;'@K86$8;517 M;JB2UN7V1=&4+:#.^I44JC=^%I#=672D',0/8;`];6B7#];2_IQFJ*I$S+H- M:2Y&UHE?V7(LJ^5\MJRF%12(HHPJ2LAF*<_VW*@:0U/52)9]FI*-6HV@KJH3 ME="$;`*!MBR(2/6"'$$,JKN:S7I0G_`.0[]IXNNQU(_I:>:;@854-EI$@5E-MMB?5DA[?5R5K$ M#I>ZEK7Z7+FR`7[F\S%.KL]/WJOO[;R-6^JQ&\3LYJF")Z:5D#'_3*<4LH=` MR_5RM:B]L?AR1IM\DV=B3>5J*^@81!Z(9NRZHCFU55RX?&&0PL5HCC?79Y3C M!Q4;:``P:IW MJ/TSC;`4Y-:B$=:#/M0L6Q1ZB")="&DUN13LYVLA+N]OVH5S79>0T90LOX[8 MJ^1>B\EHFFY847(\7-1H_`.O-AJ05G;)Z?LQ3<3]1%]TL1 MO9T>0D8=)*70/XA&$^.3+7$*&4NI"TRT?@RS,)`T^7S`X=.;&V*X#;\A*/?) MVY]B"*@HA2S51C,"$DHL*@3D%H+K%6EG6T(,46H7M.#"ALUY1M%""!E01V7' MI*J.5&G'1&EVP$`G2Q&C@KI^#8/$;H]!XB2:W M9OJSQ9/H;D+^WW/P'+I^Y-(36TBI[9)PTG5,8\&KC@Q+ M=P!:"2]B84X5A=SWC@,49X19&GA:9M'4L<4HNJE$EA*JZ;[D.4`YP@@HY_), M[*IA,8K*RIY80M1\9*?",G[';0&$7>_4H#, M?B,;`\Y>;$O/]P79?53A\P]\1AXEBTX10T\R MCG5N3(;Q8@BBAJP4'XAM"FY'U&@%=`L7*:EB@3QMZDL8J&WZ9QGZCJA!BL'_ ME\S#JR@Z'>C5Z`C]&K'[IY\P8?C@P4XQKUDR%[\^/=)I]^P=,+N&PJ;?8S;] MS*.X%JRK8GG_KV-V+\V/#PA[>(.]=V`O"9'>^>\$@``X;T*\]>)_GMR]%Y_O M_*U'&9.[E=J;@)%]=E^NI:-0ZX4CN-:5DD<9_8LL=IVQ<($8$XAS@5(V;+F* M.JXF*W<\!M;D^)MV708KWL)K^5HF$2T`$;P8?_'>@>68S!F/\,7.=CZ?XE.( M><]65ER*N>)*T4(M)`R@F@Z^%6YT1WTW2G=&=CU)66*0/F,GM*1D[I;8"(VTQV_?G9K1:V:I_**U*;MS- MJ+:\2)0UV[B3OWUZ,K]3UXV'U4V[UB\STEIP!TE\Q`&'([4OA#99_`]>W%X- M0?_X%JX`TLS+VI*S6$TZ@'_"!SLA!TY0CI6/@/H#:5(9\.W09&^D'TB=%.3) M!MR/O9BE*980_U<_>(&3`:JF$OQG>@[:]&SS8J`,B"KK@-IW&VD)2$+*7P+7 MCW1O`R0'MQ#\Y3B7O@*W6CK3]M,Y8D?O>3M*S^/VP`5LK[/S.E-G;^.J3!GB MT_,WRL4'=>6'T&0KNCDFKD,I:^A7KG_(Y"+^YX18])'U3"$T4%F)2[,H>]/LDCA'3A6X"\", M7$Z)9F1&A)8I;!Y(_`H(%VP?)93`^ED2A%TX.Y!6*MTJ^GDU79`^400;VO[/0**&8]&9\#!$3M MJZD<397BPKW-U>"VIB)+01)PZ_RY'/5W5( M&3".*4956`:9M.0Q\9K">".FJ4`IG;9.^1T$AN9A<3 M34WY7MI54'&W#*M`TKO2K@='KQ[&=;(4K+[J5\FJTJPKE7`9U',I[SDI#6;$ M45+A4*'O4:7#09";Z)5Y_A,G9V-WJ.$45/9ZF'Y,7CC78PUB_T59CV9AX,$- M8[+[.U)6"\$Q>>N7&<.(T4LPIC"5YX*;@P4*Y>"J?4:N72%EVRZ>?^;(D64? M$%CDI12KIINCI:%(#"8;A@8X#W>0,D=D6(^N;%KA]%WL`:Q\:MJ4VMT@I>T M`0`ZYZK:1-=NA+^Z/H$A@-DK?_N`0\H4T1#Q1\COO'<,\5ZH1=A2YW,,BL8B M((.(HY`MLUI6<@5<'DV%Y7+K19M]$)W"I,P7/?LOU/F*T`N.OV'LTYR`#6^N M""]#_=VT_E?Q_4,J&MK!T<_1/5.4@J')*.E;U70#.K(;)S]AWU@"@@6?KA+K M2O"V@` M4?RS)?5N!M-.I;2-+NV,[^MV,!>QKZNJ;-,H<>27+;*[%A+S2?"2(;NOUC#"%ZU4V(B2=+VU64LA1X&XJG8+]%)WI5)Z<:X@_G=$:L MG(]SIJ4-;;'N^FE>9\8UZC5KKT_X%5@AW$%-&`BTKAK-&C8KGDS/+R%`@'8CZC/<16&Y).R(`7Q M/])G'MPS/;R`JBJ248&>XYO!@WY,2WN^Y'\BK("1?WZ!H5&>/LHS0#<*N0JA8A&J*K*LL^H+$O3J;A'85"1^(,H(H)]P.TSM[%CI*XVNU[$KE M50?<4-5E.H.TC`+^\7P-FU&MH]FJ8%N73Z0UC_#9_7Y#.',)"R&OQG^_RY=M M4JE,H3R8L>P_54XE;6,Y=>;KPD$KE^9R1-;=C&4)!34E"4J<4M MJ"7,U%*HHMZHI-'V9OV,I[`'ZZ%U71X%)2\@>_7N>GMP9*Z#,`R^$?2Z<8_N MAFS\ZE:##B.9\$#4V92]#3*;+Z?KG&?"9CDU_E_+QI]20RDYE-`;WV,96B=E M:+1$)W$0N_M&#V=HQ2RIYY/*_9+*O6F0>S1/ISLV%#R@CDHTAW"LU4N,M_JF M13;DQ\"\E%_9^3R=7*;%MOH8.DHI?P08[*BF_G@XL)K:]WZCZ7E[.=*!HCO9'P-'.JM*` MI$.K:@@L[:PO"31MT8?%>"K`G9Z(6M:SV6A=2W2@-;;3]KZ1B%P+4]+)TO/5 M)@H(S:AG;N\@2OR$=W7S&?5JJ+6,-(-KEQ]6S*-KJ9KI>73L5WDPIR,WKH MA1$"RP&R@6M94YBO+B?5^)V,#WA@Y-$6Z/."FRC(.+#4*=2H MM2X^(B>/*/VD35&.`ZN15IOF^,ZX>0)]`$25P*,.$-NF9JMC>I*9=Q9GW.E- M))O.)I-.#I@M^74#J".?5W>66FSLRJ/3D#]G3]Y;L;P"(PL.HCIXM]\W&&^?L?^`0RB$>[^C5[+>"'$R[VZ)H]UR3_.#,&VK9VA, M([*1)&X<`FP8V^A(2\/239J2OVJI._I!/E475[=8 MT[U:-!5Q\1"7#X&`""2LJ;'*A$1$2L3%A*'S@B(FJ1T7W'ZP*5#INZI4\Y7+ M0:W7>L?>^#*HO&DP.X?&=%&2J!P/Q=^!9#B*']T87\4/M*'&K:^Z(=1)5Z5*I#Z*:1N!PHRS?M510S;E)4)!^Y;@^2?:-XFQ-M"\ M*Y#X@(B>YU_6<-;.B38HO$/"+?@*._XH(.?BEV?.,T;6>*Q7" M=1SQ4B&[1-?UNMN7B+DAAC?89#B2WIM(HYV\53GC.CXM+HHIP#+>$;C MHJ6C8EIAA?[%K%CP5L4U99-/T;3+)6J798).L?'-SW76U M=PU:I9`A!8Y=GI\7B-R:":F!8TD1)!G`I*;Z.S6.2] MCX`28J1,'&\,JHWB!7SV\0OET\V=?W0T^NQLI(OB!H2K^_@-ARQC7^$[Y]^R M!))R+*E,MF4K"`4P,(_UVX$YG45M0QDZ,+^_80^H=!:7PLA][O/9!AL"XVL# MBK(R!H2&#(2N>`F4Y[L^N3 MP8[Y3+;!G0J@M.&@M':U`"0T>,]NPR6UCAZQC[^Y^V<<'H3SHOVMT>&NE279 M'*5+9SU/KW_147/W=],287Q@!"./#%R:)9V:EK0%@S2+RZ&&R<2OXQ%8B2@= MVL0N(64.9*2-,L,2.2WI@XS/&$8$Q(IR<[BT5QZ8]R*V(VIHF*J1H%G!H44,;6]4CI%*3,JI=B&/., MMD-)V%!]7_^7S`E9\%V8E.Q;UDDZ(LJU(4L)ZAJ5HQ'O"*1>^?[)W3\VHUSQ M.4/85F!"OF+`/.GXEERZS3S='<;L%C/99+^XD1>A8^#1=*+CD:PSM*!0'*"O M3X\1VKAAZ$%^?/ZP8NR036]%%)&/#(382/0"\B#"'(/(B[WW5CCH\W7%=X== M)IG@<_]4^MY_Y?<<6/]>SS^>A'N?<;"_AR*D=LD_O>9Q530[)-=5.MV M*WQ\TTN#$(3+"T)56]J6`4CNW;Y#

_*_`\8Q(I^/9CS#/#J&GK_QCN1?D&F:527`T'8+AB;_ MI+%*EHX*=Z4]_YT\$H31!3JZ9S)"<,10QC!VO^.(#Q.=0OKR$08Z'_P* M0>#O1^Q'_#%V2DG>C_$&D!2YB33`J4N8(?]W`5>2P"#@C8,;_H'CPL$#)P^5 M*HA'](+?W/T.PCXIER:6LLX?=5KT^I)!3(%V9SG*WFN#'.,AD@`/BFA4%EZ MM"+O)A-VT"CLN#+088Q46FG1D)CLZX0SR*DJ?M^:A M4?.=\Y2E+UXN5]/+BMG`"*92E[M+4,>A5?@7OK_1MOP0BOMEN/UFOX M3'B%$P`HK=+LZ\N/8FR-E691ND/49.),*JLNK7UT%:.4$%V14$H*`2W$SE6` MFJ&5>"!MB$#&N#8DU^N!5,(0"T*"+,&+!A=`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`;^;16[@+`4+.NM',@FW],>*%M#HYA`)UO(S8_Z,$MS(UB93+S!]A: M]5%)G&^/B/265NH^P%#6\(%.ZR77D[JS'1F]V>5P'J#QD[*SP]ZRPM6DK*@X M7?6QG8*?2<<=_[!Y$(&M.UH>1,J.!\GC;^)[2=F2K&F\CJ,BY,AM(S(]#;F' MN'F#SHO1G9\1%O<#Z3J*+7N)>A:E4S=FB\O+VNRFG)_+2:$[/__;@?N,*#O] MNA12E]UD6B'=G%U=6A&>'/37BE'_L!TK6GW$%O5:Y2=6>7U,7'GP<-,_IYE, M=W"!.[H/T[^0$4^'8Z?@IE[B-GBM6B62]A]6JWGUVJ;(^4VLT2M8XV-Q\Y9[ M*$O39'Q"2"CWYQROECE@!K\#!<5/)UK<8I/IZCU5I9>JTLUHH%/$ZE%FSQV" M+=[_-+7HRLW0N"'E,^K_M%8!\B%R(K>#3X?6 MBSEK)JV/7R'BW0EUN@I-M_&U06+CMEZ9DE)V6E2&539&BX%7<43U<]<-8X/] MU?`F/3$OG;G,<<<%KWTO="PL\PFTJ"17&S^WN&>1F9\<.]?KEBDO9=%-"K3* MOA]H3/#.A]/+"'_"[+^J\Z5F%!NL6\R:0F_AI=Q^@=%!"2'T4T)JF.)6W6U; MAT+2ZQ*56^_H9V[L15NW+%-%APYHVLJ-0-8+1)-9K,2V9G.7@K8&W6D/3'\^ MQ:<0\]0UND.Y916IDBB1='!:?B2C`6II-J6/GR?.9"T.4C-:*$\,<6HH(6-' ME'H@K0AAW0:M*(2J!U*-,%RM037CQZN5(40TDQ'ET8.-GJ(5$*%'2:^SK%1IE'M M76@I%7.NRJ_96J//07CK;M[R#1=;/HCP%8,6+.)'=@&9+=9K1V#+$=R#0C!J ML=6H,^TM:;9<*UA^!]=.?;+#])KL3H4"M5HP&:("Q7]I+ M!":/F0BQ<-K2V^79?,Z7PVO7_T.B[,[ER8)T6_$`6^%VP]X+,[[_?7;V^AO3\^E?_Z'K;AZ2P/D^>;OHXG<8S MA0E=F)7N?31U)A57/R68V^ZB^QU*:2)&%*54DW()9I!C>`5-K5:0'"`-KR6* M7#F-D,7'335R8AK)VE^\\#L.YAL1:P"9"AIVUK86V(0NSUL"QK2'R'/P0&;4 MFQOAV^\;'$4ICT_$6W#+17,Z##`Z,*IPI]`]VTF/62@!=.3CTLN\Z8B M.CS+(GW`OG_^ZF[0Y_0Z,&,#1Q=PH#RV2S6<@J9Y!244T#-!0DX#,2*Y/2(C M8P+YAE,#@[I$Y$&FQSC8UP4I,K!35K"1P,R;&^)KPM;V)CC`B8\(6%H>'C-( M(^1`/G%KM4A.+F"@GU]@))0?RE"\1H-83EFL36ZHI-65T7!'XU0K!#WJU6&/ MC5R%(23'@'5?G[-'N,%?084P^O_^'XX@(YWEE4R5)D!'$L;ML1O?TK7J5NMY MBQ6C'`?0AR[_'.<"40XNV'\0YX2GN=D$`F/HDD)'H@(+RH(-8&_M\-)#T3JV M)5UYNOW7R8O/=WX4AW1C0%-SG]]<_Y[>:P%N\?;*WT(^QX;\\SF`7_URJNOV M9H2/L3=))H24#1>L+B\GR;UK8`)=-\/;-8.]K_A=@1)GV1'O/0;W#R/;AM>8JC MV/6WL-;A1*5Q@*!!J[&MIDGT3W>LQC[KAW+JR])&)7$A[V*'/2+GG<^SK7M&"JP'7'#Q)V(?K5=[ M[6#N1\)I*8FE`Q7+V4I?T$<-PD&0"Y2(@K@LB`J#0!KS-YT_X+=T_C30KX1+ MHZX*\I_UQUHPJ)"1,?^\1/Z'`/VB3-)0,%]-%F/#.F-U*+?D` M/RHHBVU_'-@5?)D?&5CM<\95^?L!H5F?&S>;.*.[Y&7L_K/ZY8-^TS_;(F"9 M<][EV_Y8R\@O@?].3PV$Y]3CT_\AEH&24`JM(5?3L6$^Y?5BR%-.N38-=GX0 M&CF_SYUE9DT?SM@=4E_M+1_LU-A"H+%"`XDZO7W\Y:X&3\=9SD0?[0==KA[; MVRV/R\2/M7`]=FILO'*,KUZ`+G38R(XNTA9_JE+F#LW9^=L/CLH"V!@9FLN? MZP?%9_L"4@JL_5A8KBUD`9DD*X,(;S#^9,O^1?.W_'-O;30K\W]V/0JP/_*J M^Z<.[;4*;\5F2HG+/]D*W<7'GZ\F2^L7:V,%D'^(KTMW<'**_M$W=ETPSK8U MJ-_6<-C+CA6Q:NZ:J.[[+&7RHUZ3U*8!Z:JNDU5:KX9>_;IN7F;4KNE%U7MZ M4>-%/8-;Q,%O61KZMD-=P?Q(WW:<2YJ&/G#1BW"Y@W%Q3GN2&9_3C M7>C4OL)IO^VI=W[\`-[%(SZX'D17;@*?;B).[OX9AP<+C;26U3^9IU&G!^D2 MCVLG*3-LY9J4RH=R`B*0\$_E=.CYS/:Z'B-_9JO]#SW?6NR%A*F>P'AT?O/>OUMT&_J_+G6 M`,NR8[I\6I-1PY23JR@Z'9@,MV17>``/**NS\4A^U+E-5B'[4:)Y"C+)=G9= MSR>7"UV1N5R&2(Y#E+*8*QB$@,F/$5P;3.N:`F56:'V86-=@JJ=+6*:AXEF9 M"\3(;^EA&L9HE^DO)(^;:S8T(@3WCCNI?KH/M='YXOGX+L:'2+=CEPW\$;86 M*;<**==K7;?-T.]`'E'Z'RT-L:/B*BU,AE&<]0Y\Q?RT>-[%C_*A\(C=![S? MT;]&5^^NMX=6F@1FZ89`]_1M(_<1L*M%!NG>0M/I:JTMRE&Y#9OR!4X("UU\ M,*C3JF<*@+_2,O5N03.[$W7/7*!HMF?UP":L!>EDOHG)D`$<+-[OK@0W6[0- M^U&V_#F>97MMX[1DKOSM+T0W MY%_2LZ;TFA6@6>1)-EUIOEA?.BV@""/33#(^M@5PUT?89C@;1=@.0-5'8E8R M/2\E;^N)0KP)PBW1P?840CX:P)*IB]VJ5MJ,,@)]#88B7SW?.YP.M]]QN/$B M_!!Z&_R`0_KPO9]&_-)?[9[B8/-'UL1<>A+T)F0%4O650OI"R'S=FEW->4$) M,XAR`Z?DW).Y]_,'";G?D[THL(4ROBS`Q7%5VXRDUJNV`PJ/JU_6$#U]&>(? M!ZY4G"CU2)5*_E(\J]D0IEW__)[(EB%B&0]T12MO3)I!=S(ILZ&KMK`M'['RT)*5I\&.,1F35 M(=K4F&CMR*9#/J/C'VVP.DJ MI$D7LAZC"\0&,%S@K),8--G[VMU#$ZH+?B1AO+I8)TD6DI*,>DQ0FO65T'Y> M4C.F&80QA*@^X9?XF5"[^N[59SR(GAW56`4,*)PNK=-UC(SS+E721KLE.&J0S9BG%*==H*SEU:-G/\>'O:)DLV$$UUXIJ>'ST'5T]+[)A MB[4SG:3UD\APB,X6+QTP%Z3XSY'W=+J$RPR='6AF`QHNVZ-+P+*M9U\O@AJP MV1B%J,K9,94J_N8?]3$VIBC+[UT7#KS565AS`UD>$'L+%*] MA0PBT3L.7X*A99HVF+T52[O`5H3K>ED#MACX5]S8D:SV!?0[&]"T,]Q3PJ8ULDE"DU93G(!MMI/3BA$+\EY];^=M7#^^VFR"DP_5MN'T/,WWM'=\Z"P:*LA M\=;8>]=VEB1GV&(R6F%#T7-X`IFO<":_#UP_0M'IY;_Q M)H:J71'G!>TPAH;#FU,8%A.L6%1_Y`VP;@TQ^$ED)<-".@?76#HRXD,;V`_K MEI=BSIU/B$()/3)2<,#(];>%[SVV_S_,EW4*GY:(E22/G&H,PE@D0!Z_TH"` MI+:,.#T$WUA:]"GR?!Q%3_B5.F--YTN-[XSIXC0QHN!=KY,0&W_=[!&3/J$< M2:%&\U%D)EO!-6G5A5&;87D;D.,5^+(V(WS'A,V(&)&?7O,)[[/-LV^R<>PP MGO[2.:K2C6Y%3=-/:$6U2C%J15_:"CA4'S1A+U]4$]96ZT6ZL"2#V%`HH:=` MCII`HUM%93H)3>&+^62[A)7['=P;^;P/OD5)*Z^V3R=ZQ81-"/B0/^1WIO.R M=9!-+KT+14NW\((H]>`96V MK?I7S=A8+3_2P#V=+6<"6TL'1LG(-MF<)K&KMJ_1B=R]OD74OFK''&FY4MA>.P!J38?^"^,`V&:,6F:NFJ"JS`4ML MF;0U=MBD+\-62*^5%6Z>R!MBP[MF;+&>(14/;2$PQ_S(V24C>RQ2E^15H^P@ MN0&[;)_&-:;9HCBCUOD,M9_:OCU[R(2]4OI($_E!,D"G[UWG-U3OM]]Y0?57^"<6G1\J#C" MV"?[:NS)%FB:SZ;S)4]4IQ10G@0"&KGJ`U"1("&#*)UQS^Z'U,'4+ATT'^H/ MJ0@**E?;+=VI$>#?Y!S*GWMP(7[V&&(N2Y_6/;S?H-3,O:P63Q62^DH/$O!$4,0%17A!G!B7< MH(R=D=.>S&FR.["V*]%ZZ-6IR#\),,M!7$?8EO@>9O9:Y>U?[6ZA\N"H>ZXR M=>EM/3@7"10(=O)7,?M^M&!S'$`,;JAK1'(U,7I*6JR,<76`#&:CE3%ZRK,8 M2QZ)_7(_203%>EC]V6'$"6)W/Z0X2Q#G&:BP`F<20HT7"Z@#M6(\0*@`.U"X M-0AM1^2Y;]!UM9Q/9\KH;$'@68_@#!+^[YO^RR MGN90LL;X<SDA/=7-S9+GX.GT$GE;SPT]'$'Q6?#0@CVA M\II<'J@QKH&)C;Z%'4H2ZK84K%XYDWN'HP/,K&M^'B]#`JJ"W::I?3US*'FWW`)D7I M<@FA!B5$!6Z"*(X>7&][?;[:[;R]Y\88PG($(HA[M#\_8N_P<@HC03)!O[%, M.'1=&)5=[&:KR]64^6N/^$A$H%=\X-JI2\,N$-CE'7."W0[3V]0;X`.YVW=@ M:@M-Y.!&[M$])SLV>/TF+85^<'WW%8?H2%@[0=T`\@3T3+M[N!_[6&(4969P MAQ)BB%)#0`ZZ-:4$49XBRI,TY'@-KQW>-(_`QK?0BY/IA.!*L%%'J`^R%/R< MSBHTYL:PPKZ?:*F$!Q;AI05_?\'?Z)_JKZ5)O3RV`]/*D4K:T[ILS@3PV-"( MC9W4;[Y`9'SVA*D2:P,(3ZTUZP.Z"0X'LN'AS2TBLOKSQFI/[A[Z@R9G6\8J ML@WQ_5D_D##88+R-$,`&\A)<+^O$BFK>2C9=\>GDU*?3H1-1*_0&:5JMVE\V MY;*U$S1Y5PHS?)3!/H->Z]O M,9'=)4`(:19I#Z(^J#RJ?R5MZ!6'2DZAUGE0CSB*"9?DJ]''6+MC#)?4@G"' M/>@2WVPA@?9^4?^D_84 M2X="="P;:OMHD<[I)-UHMM0RZ0KFTZ0/"RRFN4"[\%ESMJ)8M'PV6TSJ#,5L M0?;^8M58B`U5V)LF6(-IF*Z]7N2FM1!6W>/FK$.Y,M1JO9PLQ09B0>DK+<() MS<2:@E;4 MF$8M6&`LC34V1(^:,Q&U.A7$-7'J/"ZC93=Z"U7C;UE0@Z-A:C481==Z',/8 MP[FYFW#-TP:MXJS6=W^9ILQH;^PFU3K\5N-/<8/KT\X?#=@S8F M<+E?&+AJ>'#L+!0A%[(M:>:KQ27/"B8#H70D6BECV.!5;6Z)!H&F)@1JSAC1 M(%5FQC`0WM+Z&T9#<>WVDB9XU,NOQ68/!S?T_HVCM$#W-8Z_8>SS[/0K?_L< MNGZTPR'&T:_'P(>4F?L=K=YQY]._N1LPL8@ZK'5!AH&)C8X=0TDB.[%GJ^ET MDN!/P@S:0,7X':T8_\+XR=\TH)<0XHPM=#K""2AA#`Y$6<,XSV=/<.9&OGY@ MB5JG);7F"O%S?E*5$HY0CB4$/-&L,BB?Q*HFW?DHSQBBG!D,1=FD:2?3]+G4 M\N"EI&FWI&G/3W^,DD:;!-IW`<_J,P?K0T-JMC0,^A&U+2_G^]T-#F/B:MZ` MZGP",$"3_#;$6R]^]*(_'O'>)5_O.5"H#G45?W:]D*8Y2"X]HS-B9%D:6TI) MBU].IVMGFE^RSH"1G%54X)7^@7*+@%W$^86KXZHEZ=!5C(!QENG$XX%H:/!M M7N'L_D+3/\47DE@>[?Y,E:53])DB^I?<=R(/0$&!7;#W`D&93#?_*+J:F0.Z%QY/WD1+\5(N6:.033T,CL@55-KZG`BR;K,<-`UJ]Q$=U&4@<"& MF?JFB`$AS%#:Y9O=/-]D-\^+[<+9I9@=Q^IC@M5NAM4$('8`$.\@AHG=H45? MHKQ0YOFBZR/GK.^*:,^&T2+EEY>_@O*#7:ZZ0DG[IU;MV[4(#@_@E15OX&^L MYG=^02V#A3P'CGEG: M#1*KW:5M][R,I<+Z]9)RU;Y:&5J?S*NUO#)EW0QS+*&$)]BT95Q)+$]6+4CF MM5U>BEJT'1>TW;H<&5^`AH38RM(SV-?4N>C<^>\XBFG3I%P(]3A6L^EL4HD,9N2*YR=`,%<@:B0P:D7]@;53AG2[M",'U0.K MJ(S#.15=$5+OAHH)ZH&."E)V4Z9.&'S$&S)1R'?WW!=",#[+@U[;JZ8@KH4O M6;_`F5RNJY$:%J>!DK=DT3TFC+KFK#7UE;"4/^K%:E ME'$L&1REH]N%65J%K\3LTR!%)CT<8'\)H@@GOF$Z@W@T#P["?W-#8O2Q9_J8 M6QX%*O@EHU@S^;S'XYZZD>X^.5>_W?.X1MN50XE71\WR;>='H3[*+$WXS8;- M,C90,K(%%Q-UB^WT%WN\G&#YZ5M,#Y94FA8/(J/U&4.)F0WVWO%6B,,UCX[N M(8CYD"WMNEY?KA;)%B'`_YGE;Z>BN^FX M?[,!:.0-7`0_DDK3#TJ@5!8LR:C6=9)3?MTL(#7R)KWBK=:KI1B.Z'Q,":11 M-$NP2*/T0B0R)+T*#&E401&$O%1L^T!(RJ!K(*A=829B#L]X\^8'^^#U#(UB MCL!M8]FO^N='C"[4,B%_+WT^X3N(;"R4#F:X!)@F\9R2>#84`&N=;OG`0+,> M-"S7SS@\$*<`5CS8HGS"T2;TCC4+8,/#(R_%]9S(X^Y\RJO6Y]Z&N#"$_&'# MF70,>CGG\S:3(P-,;Z/#XQDKR=NLI1`UHS0?9MSC`UWZX?B024@##+GAQE^$ M=8GFE$4CWSRZ0-MFV<98<=MM,EE?6W1A9C7E9P@MX?KJC[73@V8O6(1 M=40/>(&+SX2'P@VEJ\V_3EZ(MY^#$*I>B+9QLJ^.'5F0Y$MVLSF=+)):0?D. MQFGQE&!7O@?JK!=*V+7C%%#\%@:GU[?&Z^QD&C_>WF?O6':E<"A]%J&NA'+)D'`MD%!( M?S8'=KK%;X6[/)15)U1Q_H0XG2;BV53WN&F,E,>>,DI*?@^-.`G77H1QH["R M;$G?-''6E_,2B@1)#5D@\#.9W#\GFZ^LB!M]P%B4=A@MJ.]'BRY;R^X4O1%. M(0;\[H8>3;!($8<8DZ%KPCULIA0>5OHF6IVT`@A1A[!QA1$\;LRMJO(BO:>8 M3F?3DK]4G;)L;V!F^]A?NHIS4W)=V%;1K+_26\:J(R+\AN9]BWHSJSH--5H9 MSNQ;*K,4'17Y#ZHVK!TPHL2S[`JY7JPFBU:X::_D6%DCK<"F`576AF$2=:_* M6S:+`&](Q;4"8X?99AF*=D*M%K15_R26H'*N?.-`$S!/X0-B=8Y]V6#':KZ> M+H>`;1L.8HWH<@`\+Q;>-7?@842?;9ONWG/S(T.^`!)UHG_YHYE;",@&H?D1 M?=.VG=3'6!I:Y9`.B,]GCJ8U`LXA+3W,-JM=+:L&'(NW/OB!-@>Z=:QGPR`U MAS_8HB(-KSU7%[DO:O),*+KRMVEGR[:;6HWO&#CW$3(BG9F^7D]+X0A6U2]K MNFK\.I<^.9WNCF;]B8T@E3C>5&$6#GF;4"AY]%*]QLQA!`G2-[Q!)[0%E M1S"TM9-D3[9^UVRY6C5=K8"9)>?'\F;,.(Y9M9JDD(-"OQ.:#<%J2;-FC,

8V>D-HNR2WT3O:=3OQZ+!-F0J\;Q!%%&)U\G-L_I#[-ZZ>,?A2V!( M&].2GREO>:9WD(J86]X8JFA3YTK1EMYC-J%'*0%D/KF<3"X;8#P)1OR`$-U! M3R4$-I_[TTF(4HS*CMR>YFR>8?)W.E^?L/.&A)[<],7E:CDOA>)MO>*@4^*I M%1)+.54ZQ2[Z4A_@@D&W.P3:KPG4``MVHU-X_GR*3R%.?)&;P*?AL4A8V5+^ MO=%A18(IZ=O6Z_4L114V+F(#9P=(Z=##UK^L!Q7M\DYMD+<%4K0+[8B$3AW" MC930XP"*@K%F>"*K+^UP`D`5)90DH43TCE$8$3`DG:LSF2\NQ1!"1TWMR0;X MZ"VG$#K&E%,!-GH+6X2,'1.6WFZR%2X:C%$,%74Z,G%<]JOO@I?G_1MO/^&7 M^"Z*3G!W_?;[$?M1>=\C^=*(1UK-G$C?MULYE_PL.C<@@A%1,B3B8YHYI](I MIU.6TTM$W`21F4B@VFS,GR-)*$;#ZDO#BM]"#[Y3[7(K>&CD];7*@?0=A^5J MSGWR_"!FEL^^8DS'%:-Q=>PK"S76NP<>P9>19XP%L-X>DA6O1FXMMGATO>VU MNP<[+^SDGX+]%EK_PM+J^2?/?[WSWX/].PTZ?\)DX'^=R+]^\7P MBKB(@GOZ:8R.!)H%D._EM$Q*53$>T`MCHAQ,B@@?Z!OTZ=ZDG$##E805M$UY M03YE!FT)-RB`IG/AR%<\#*MSFE,G9Z(&(VJ=)E3Z3'T_(UW=/?I7`UV?)8&ISB*79\6%75CWH'Z9^P+ MZX"-@[P#H5\&W$-\%QMQOZ'[V7"T/OHZH)C^NIQ,IJMY83T8!L!,=6.S1,'# MKQ!&&[Y9HF7JC*\GB0_"')+,3_EAUH2Z-G+#?@9M:\1#LIYS3NE>9'\F3'V- MPB1.7SO+Y-XV@N-2K,E.:6[S1K/Z)22I!D\7Y\>T_,<$R[Y M`!K)0VDZ?`JJ&0%$**0'>*8@<0#YG3;/F'SS*/WH9C%/R=*+*":O.3-A^1!O M@E80F-V%38B0D7/`O/HK M"KEN:&^,E(^QK_#:H!YVRS<]WHE2PPJ]U[>8UALD/+'KT%F6'R3WPM/V.NK3&PL\W!'Z" MO;>%#=6-&X9P,L&"?@RD5&91^V"FK;R50_D4]U46.A#.]/,%RA,C/W%RB-&[ MX/[IN"EQ8VJ'!@:>@1/DTM?!4=K;4[S3 M-,GR(UJ,%#DVI0UBNEA.>\)%CNS'P(S.>LH!QSX;XX=$#X$1]8&0LLI-X@AT M3I38):2/&;#XA+;"])S/2F9,&X[:X-!W$\91$69L*RI/(9%I%,0V/=\;Z[D* M'C0TYQ4+B<[FSEHXZXW65.TKD&CF6U`1M7XZU$?)="24#&7F8JH6B:8F)&I,4-$BEE,4*Y(1:XR4 ME!:S23)0FG1@8O'Z#4,L'V^OWG'HOF*AK3<_.^(2)F1``?3A\(M.'SX.X@,9 ML@F-8CD%L5P)L<9:SAHG6'Y%J]>"!7;QRPFX^>3M3^1W3V_$B*/[[,KFU?:_ M3RQQK*6U1M]1S=F:*JOR1>J727N..W\3TGL\9-M?L5!&$EW%<>B]G&+JLL4! MH@QY[QC=[G88RA,9;N4QJM:HT3\$,1G`<_?[,]HFVHCPYA32*,#?+++]KD;4 M@!*=%&P-GMSOZCA7F5X-HYC&BWK6I&?Z#,]0TC'DTJ^5->H:37>R\#YS9Z>%HTTQA'Y/:_(>P]-;I+V'JS5JTV=:O MWI?(3$NRD+R6"@(J!LY#!="!&)-?W3^Y> M-!-^\GST0@PW0L?`\^/HKQ/ MF04@RH/L,=R4S+)Y$6A20Z,#T;UY&H"D59_)(R]G])Z# M[&+?C@YD'$@ZB%,\.SK7B6'`Y`LF5&/:F)Y$Q83%;SY2HQ:C(8HJ,A,ASBXQG*A-`DV=289"W&JT<\IRR> M\6R(5D/*S+E1!3J,^HTP#-4#ZRVY],38YELD+YT/,R'_X#8+(]#ZFX;,M(\$ MTS$E:#;'/F(XF1BLIK-Q&Q3/^]3P!,*RB<\9_D*>)C^3G\@_R`X!DQ_^/U!+ M`P04````"`!/8V)&_;4(3(6N``!"X`T`%``<`'!M="TR,#$T,3(S,5]P&UL550)``-%G?1419WT5'5X"P`!!"4.```$.0$``.V]6W/D.)8F^#YF\Q]B M<\UV9\PF;Y$UO5-EW3,FN:1,=2OD*DE1.34O9903[LX*.NG%BR*\?OT"X)W$ M'2!!A_.ANR+E`'CPX7;NYU__U[=#^.$=)&D01__VW<\__/3=!Q!M8C^(=O_V MW>>7[Z]>5O?WW_VO__F?_].__E_??__A^?G#31Q%(`S!ZW\I*/O3AW_YX>/''_[0^N4YSB,? M_KWUIU4"B@_[D*8_??CXT\___?N?/G[_\7^\_O3+G_[PQS_]\O'_M%O'QU,2 M[/;9A_^R^:^P\4___7O8XYK,/SPC'JE M'Y[A5)-WX/]0#AJ6T_T`(8W2?_NN-<-O;TGX0YSL?H2?^>7'JN%W__D_?2@: M_^E;&G0Z?/VE:O[SC__[T\/+9@\.WO=!E&9>M.ET1(.1NO[\QS_^\4?\:]$Z M#?Z4XE$>X@U&28#`#]06Z+^^KYI]C_[T_<\?O__EYQ^^I?YW_Q-]\%^3.`3/ M8/L!T_"G['0$__9=&AR.(?BN_-L^`=M_^^YXR!#P?_CY8]']_[Z)-_D!;:+( MOXVR(#O=1]LX.6"BO_N`AOW\?-^A_@BBZ'3P-M\G(,CP%LK*#?DC:OXC<\0? M-"%3W$:H"]\CC:AEZ;!-@#^]R]@DR?PSR"] M1F=B?40'"#9*U69FX+LSF?^3EP#%Y37T\6P/LF#CA<81N8<7Z@%HSZT2O(1@)NO/@3R!*@W=@:!)R7[,Z5S,[4OZ3H^W# ME9?N[\+X:WH?^4$"-MD-.*)C8OHF$OV.[OQN@G03QFF>@'6R\Z+@GWA<""_\ M4)"NMVUFY,KW\7W@A?JOB?9GS4U\%4-V(,H*1-?;YR#]DMYY0?(7+\S!>OLI M3K*=MP,/L1>ED,+GV_53GFSV:"'@C@MSQ.=5?TD_1W"3WL7)5R_QJS]>[1*` MES5]@F/!CSR#8S$_V/,J30'\H1I1%\YY36;<18)_2^,P0)RJ7Q^=M+KDX>SJ M0S0&JA)?-P?#2["+X#N\\:+L:K.![#M"_0F2L8$/\BCG4^&+YJ;[FL!MZFWP M5?=[D.V?08C@AE<\8D`^>1'6K1\"[RT(X0LZ+C+2U$RV9UH7X`L4/>$VAM>6A:TC3L?T.XA$&]KAMUX2 MZ3]1AJB8"I95G,#W[1C#MS#*GI+8SS>C,4,&*9E\US34H0>BH0[^__?I[AL> M%5/!9U-D3+Y?!J1-M44('YYJ\EAF;3>QL"4$:9A\/Y3, M@3:O+ONYR2=Z=4!<='J3@]?X:KN%_`]L-=6T*1\W!P)ZG>'5FSZ!!*MMZB\C MR7X#6;^;(,PA8?UVNO-7_JZYJ6-.Q0L!$JS_XB60MPW!?90!^"!E6&?>>:@J MZ?`:9%\!B$KC".R*5W(+>Z'KN_J/M!2^@`_EY5]4_;&[R MCR!#`GA+2W\?I5F"33/-`.2X!V2\0X*[8PN"@8HF!J./@%(.1.' MZ'Y,O/`W$/K7IQ7>KLD17I?:?,@X1$T%VF8/_#P$M"6L1/8`'X-ZA-:?QX5/ MGSQ[NZ]%!8FRF6U+36K-P5SKKT>YU3FCCS"-&NL:UEI_?`__)_T$/-3>O\H: MS7WTC.RN"5P_;"$Q-FD3M(P)T6KO13O$6G2H^9S"CS^`=Q#^ZK?RJ,9,A8MH*KC/1P\+Z,?1W+ODD"YG);/<91,J,+:TC.F$"]QID7_NH% M4?H00]8NA3="O(N"?P)_'16\'H'(=!+0S)$V`H!_SCTD16'FHZ;X/\"IN%D_ M8Q,U:EA:8?NV[,Y_LTW7K'%'_NUV"S;9.KI-L^"`6*Z&'TOBPY6/?-5!S5J\[N,4M+XS^E:U,2=S2];C M3O^1!TFMYFS=S(U`'4`A.WC+B_F5BM-4SJ9DIAZY.7[(*H=![%[%X"A0=D($)_'8Q!U/[H`CJCF4RU/(V]K30Q MWT,6NM@MA=3;5K2M8N1:N-%G$D:A:2K(1CG+*I\@STR9D0J!5( M,BBU=OQP(9>P@C=SD"%WW/L(N2-OXS"(^[)5,]SMM]+#^2_WMT4<2^FR?.UM MOH#*6A#M1@=ZXNDXNU#=6`^W5LUL'`MEFL**!ID[8C+=RYRF,IL%,K-++2^- MH4DXMBCC77?SF)&YY7H&7GB;(L-`)<#=1R\@R\(RO`[3,30EM-A`+'7`:_@U M?KY=ZV)MFIR)@6+O#H)<`6ED]YD$T!'(-G^AU*$-14:$)OSAY3E=>4D2=$PQ MI@Z]Y%!W>S! M9(#"Z>!\!-D@?&AL@(C?-#?E0L'U$H<^OJJ:NPF^#.!8WEB"3XG06+IX34_P M&8-ME,.S3+VM92@=B5"HRW:=9RC=CU_'IG,&N3Y5;DC(`#7M`ABDVQ;T@K2: M]&H=G\!QA$@]4$%B MK61+$[G>ONX!,>#E1-(,"#PDM.^0/V+DBICIU`P&WGW;8.\'])$7$`5Q\AAG M(T5"27UK]"D*+@]N.]+,I4B8%2!&[SWC])B#ZCI.DO@KBOP45`NQ:14=3A=1 M6V0;#->L]-,M4:[6>`O#DV M*!LC:OTY"NK\/OC9:?J5J5]&Q$.#*(,)75&BGRK-39.8H?U7[>2M`I\P-Z'B M;GSUOH%6&@#XGRL(+>080%(;H=J>/=J35/WL.!/O\YCU;R7@UR`"VT!;'ZCR MR5$FC!R](:^(\A1UW+2>DO@]0'4-($_0:FYPWK)?'F7ZZ*-Q5&26;7_X!FQ! M@MT>QIBZS%='GW;KST_>":D61IHIX4/CGN$!G*0(B#%.LMB'1YG\**P)=WR# MK`C85:)L&9C2^LXX?)?\%R>:;JUK^BW8[4/L!G%]*I/31[NRZZC3%Z/`)!PA M0-S((,7AY"`:?_]YJP&R_S]"%0^JK!:>?'8^%:YX55*KC6*M3W M"J>=-@Z&R##I/KG+X9Z,DQ,4]GZ/DVP_RA4@^AES$RO4\"7+,_8-)_>Q\2>Y MPBF6H6!W[86H5M3+'AA(G"?YM0FG.2Q?,/I<"9^T-&%C12(4OVKREGY+P3]R M^(';]]$B*L4^8J3L#K8'OL;#1#]INVA,4X>C\)9HEXXA90E*F[F\@F_9=1AO MOJB!,B%]9X9G51]D[KC6=(Z,;R=*!@7'3+`'A;XY@WF_(D';^$Z1^/+(&#`+ MZ(RV^H)?'7GNK23DIW:"\@FVO\RGYX/".(=!GH"1$>DG81]M%]`_9&N&XZPP M[W,CS[;.C#[!P69^R^(\QUE8@2^.S1O6>;9)2N+Q6&C!S\YC]N,LOMS'1T:B M]H9N=N)XJ\_^F,V9CK/2(I\6P\YX M(HL""2.CTG%#0\F]J[CSZQ/ZTP3OG0(%L\-DG$.C3,?(^#1)Q]JYQB+_-^#O MT%U>5V*;8/=HT3)CG,;9408HFO+LM4*4IKZ(.)^>#PH37#U"!$R)B'`VGZEW MC19AYX+@!#O.`'FCZ[RJQWC]-0+^B&H^RGW>R]HSX0,H\.798##N$R;\_9'Q(,7G3`:&W,='1D(H+=@<+%D;1O?X:C)';=O)K\H`%50=)&W2 M:CUYIW']377)F3=:([G(&2%J;*]]E(&L?L?:^-;%N+8,GN1].<9'%'-J6@WA;0N\$G[LQYGP<4_/#(" MPR1(K804HRV]X%=G,?=Q-H#4MR>(84)95=H)H*8(5Q/^[DSF/Y(&5^[KHWM6 M5CFS5MXQ@*0\`ZP&PS_>Q4FE(BL2]DRC]3="T^A1.>DF"8Y%&I5'\+65/B*! MD\RC32E2QME?07;EQT?(]IL/Q%$A8GQ+?I'(B733K;>=_$_K*#Q-D^1%FZ3Y MHS::JX0APL;F[7HIM\;C8ZD?*F?8-N,^P`EUI@H;`XBH7TT6?4PNR5B\P1%W M7N3?XNI8[8QBF`!(`B2G\U7XW^A"[2)?OPN]735]&;C+[X<(@C[&V`E;;M2DQT8EF=)J.\N/-JO0-ZQ8@' MAME\*FKO@A`D*W@.=I#WIQ+9;345;4_Y6QALH.#F]2]RTC#[,0,__>;?1#6/.PVB0\2#$U%1$QX)R^#>`;@EZAG$J-3WOWWW\;L/>0KG%A^+%+QGA4Z/X6[@^;C` M0V>W&IA^66!B<?K:[@@=[G`Q5,3-&@MS#A#J&U@6IARJC:G`6EAR455 MBPUF"W=.4<4U$(W-E?_KCWW#WA3FOMKNV*K6\A2GN)K0YV@3>FD:;`/@?]]X M\V.?XK*\'Z[L6Q(49.C;/Z-+ZJ1_"P=/W$5.?@#LJ` M5]LMI`+N5RK%@W:6J'V-:QHD1`B!C@8NC=MO&Y"F+U`"]?PFXIMP05`:VH"T MY4=<%X_`^;HKM_XZ_V+!12/IJ\=3%S'K&8T-'_-+-A"K;O)2'%TQ-QZEL4VZ MG\$&P-OG+:0M%*&A#7KYUZCMR[/U?8Z<1&IIF^+('R9L$B"?V,W`Y2F03!6UZ>\,PLX5%^HVN/HY-^-/?0%BEDR+4&N$L!J^WC9GAM`1, MSKC=PL#F$2FF(*NZT!_3!O1#JE_W29SO]I!*P-Y10EV-+!8]@25-"R;>SP[H M*"<2\*O"P5>;37[(<0J7&["%ES[M^17H:`#P.E'1E?\..=T!VT)N8P/(A@IT M-5!`ZS6R0B>ABB:-6E)3*S17MKL'N./NX3^I%`\;6J678-'D<+5"7:W.Z94A MYO0:V:%3D`'79KG'HI>[0Z@=;-!/4\9>G_K:_$)[?_4MH)U>I:%F,^=36T6] M@L_["=WS!V1F9_*3BH.=P[SYZ@:=$6VX];`MN8SE]\KIB(:9(;G"Z- M-S=D=V@`="O24T*XZ2E]&T3<"NH4VU($97T#B%NQFQ+W\]`;K`;EHUL1FN*@ M=*RL#1QNA6"*PS%$0H4_GC\WH^(B7ETN,M[#-8Y_`UB"H**"_NK?C_Z418- M,JZ:$021H3E0-P"Y*9`(PD,))&G0<5,Z$41'RZQ;8_B+"J\U?YY5E-=2CL]O M`'13_!$]H@)Q2`U4;MH/Q/?:(!]"`\W%N4@8KFWNIJ95_U\D>,']=+R MGM'M+.`NW]U;79?T!B9!#1T$9.U-;-"FE9)WA*/GZ;GD""DPU7GZ6G-Z/V MM)R=K[A[_MDL-'TF@QZSF`%.2R],?=EZ%I332^`)=3$0_?X4`G\' M_-*/`\"K$F[3\%0DL8=7$0I+J+PWRS"7NLLJ#M%#FG@A.^F(^6_86#R164A! M8W#@&>+1./^.`8KPZ/;S-+2H*6R;E!GS>CF=9>`,5$(CW99:%H"S\"]1U;V9 MN'`OQHA@%EOQRUO+!.'T]N6^`A=CFY`$CBFAN%H_T"!H=$'5]501QG9<)5&Z M6FC0.&#D@DNCUQVTKMW18<]I[:W(:8TB?FVDN#C2#A1=LY4'T3A'E&U6/16D]5 MY)U856/PLPT\$Z%].TJ&PEE M_F-^T1Z"]:O`N6YIK>U1#A&^_09?RA1<@PALJ4E<::UMYM(O2:%2W&UED](" MO9(2^N5`;3XGVKE;G-/-_ES*NX9JK*&UMD-Y];X5U(@L`+V'E:H'WEN<7$7^ M,\#N&NQ#2VD\/G?T`'9>./0*:#%(_18&K';H[;_+PVT0AFB][@"HHH):`2X$ M2YQ8/T,$KI,`"C/%VXR^1*%GT,S*7D,AV'&2;>,PB#D[C=342H4$+_)VH%Q' M-LW$IC9HAG=*P\A1B.VV,;`9X8#/(,TA>>NM2$XBTDZ5'\,$X7'4)'6AUJTC MM;)2UZ)Z[\H-1JUN,6@W"VHYKR.]O;4:(CR<.VVL4=E5D9%H+%N8\&8I-7>U M,K,PPH`4?H)Z?@0Z6?&O2.(M2%.L[B0\G]1F=DI\O(,HI])8_VS5&P.A0Q>A M!LV6*A3N5&SX'02[/10+KM[A);X#CSDZU>MMJ4,5]<63'65&,QT0QWGMI(>9 M\UQ9Y@"Y,6S:ZG@&FK9]CF(0<3UWI`Y$M?7%U7R2-%-.Y=M&%#9DV6+5:2RM=Y%GX&>KOJ;:92"MAY!E$ M[*F@17$4<#U;I`I40Z%9*T.D8R@I*I6U4DDZ!B%11:B52M+92[Y1KNDEDSR' M2YUKLR;?YP,7*M?SWPLB13?%NIH1GV&21X`,Y3[7116NG:N]3P1\"K0JCYW% M'2V$&-MQP/4J9%(0D?T4M$J2N0;1T-:G5W7,,7AHGF"NER&3`JGG$N!ZZ3$Y M;(:N*7J5Q>;/2XMEAF3RD4MZ43&1[6(">9DX,0[DQ03MJ&][EQG ME-"4BPGD9<+3\[[5B]-U9<_0G0:T2K<[LVGD/8JT:KJ?$VZ#7+]$[=.2^_A" M(TIY%7> MG\!'ZP<7#V^A9R@R),$&[7:4PN5S%&3I,X#+D089*#W=(#L4Q/XSV,2["(], MQ65:*F:+-)I#D3<(_7]4G'P5I]1$%%I#6LY=RSPGPW8VJ+T)W@,?WHII)S4^ MD6!B4ROY8/!]B$Y(',%]04RXPF[K8D2GJ0"E;AD`YA:F-+828,-/<&T]J[4D MC7_[:#=4J7=T4D+4OEB?)4!,*H$POPH%;0K,ODO8&XO.82D/"JV#AF=&K[5; MI6;1;O($/A8%PUK<=X_@*_Z)?D:%.L]N7CW&_>JKE_CPB5]O[^)D"T7,/%&; MLM"X,T(#9U=57.1>7ZM18$/I0LU@J7M&/(4$W@;M[+@E7)I]8D M+QY3AICLQ;.*KNU5@1[>NS]/RH"K[M-G(#GZ[]0"\([=R0$5&=7W(R%@GW,[+PO3CH67?0 M.R_'ISF5I:YYWSJ1&=B$\'\$ZB'3NR[N#\X[%BSF\,4?.)5+T;@?\,#_[4,YY`<\YH?6H#9<]#>;!.`M>(B3+/@GI@0%]:0; M5&T[A=+<4P(.07Y(^54B%0_B!-E_GO)DLX=@ M7^T2@%>D1[_*"":)KL+1U]'MMPU(TQ>XW3V_@8A%+K>O]<`/9,&,-D$(.C;D MUQ@=B:,E;TBX$!#4RI-$O4-%1;#W[ORG]'GTK7T2=(Y<[;`9Q3 M\`I2&"388D:8D=YX5H)YX#ZBZ8?03S.DR9*#[]F7Z86W:(K$C.)_;PVSN(_AZX`>Y3%2(#AQZ3R!'%WAOZ$8)A*'(V09$&N$F,-WD-!B8Z2& ML!0Q2N)C20FQ*%.4&6%&,RR+R;0Y=?U)BPYZ?CAP!"9#@\\(ET+8-;P_1`<] M/QS4]H?LX#/"A2#IZ^\/T4'/#P>U_2$[N)GZU)32-`.^A=K4Q=0/9UO,VPR\ M4`[%:WL7)S<@"=[AQD,.2'#?Y47"WL%%1ED#A8$LSQ<>R@T`/DZ4^K*'#.TK M2`Y\O;W,")9G^#GR0?(U"5H)<_F3(G6R.8_UEJ?P%>EA>0:529Y/>=W2+L6U M.[TXZ(0N-N?P&I=W[=6[%X1(V08W-]*7OH!-GN`;"&T3SK1$1YG%3/$S\AL( M?4@CU2`FVWL6,Z/K&T1GQQC!`,/0?*XQ?H)H<=)%D`[U#6Q.VQNN_WC+3!PET-+QMGL&QV+SK[>?T%:F< M\^147B)]*N7ZV@8>'[?(7\5A"#:%_1N?QF>P`5#4H#L$2PXRDWE^\C*,^WI+ MYSK$)RPTFN&M6&SSP@"#!8K:%P@[GAS+JY6S*45'&87XZMIOW:88JD]O'$\- MY:%&G0:N(>?!RW03'+%V:85NUFVPH;V#BB/-X0AU:17A5,0'&'V1VE]CV-\U M!IK7$HFS]#)#S&..V![=*/^$)];O-\*F2W&INV,MO3=BA\!&8W0V06IYKVLH M7Z6',$!VBX6ZCI,D_HJB>?"S)>%9JS"(2=+3ZKE]B4-?[N&6'\,PX:5+;W47 M"/@%R_0V3*SJLRP_QHB$LSDG@110^E-YZ!"96>K$*WM>RE:FYL$Q/%7_2'>B;B#42: MC=P`UK*U#_*X44X)I;'ET.DZMDD\8GK8Q6;\VIAA)>TH.(;SNEJXZ3EE7IH* M9-7(,[4@\F4%FA4P$,NCEO]S683N(D@$`*IE_EP`[P&N&93G>MK023>]:*BN M7HGF!72VJZ1:^M+E8ADR-'(Q*'I%I)==K>C3ZG[FU*FV.TT@=KV*]53XRO@J MJ>5U779U]SI1<[=2*^6S8-_%7E/YJU8G:%D$PK4CX7C@>O&A22X=1<^)!OM% M%%7%7B@&O@':U7(84UTM`EE5&K`7:=0LV+0T%`WB,G)H%_'7Y3JAPRZ6:Z=9 M!AFY])S2F-I;@4'6GQKLCPHBZ@(V$^Q.4J(&:(7DO&?`I)A-U$%G"06\SANH MW]59D:5&M9?9,2\9;^* MQH@W^"[2G>JV)26E:7!UU:(X/K*T5%$-MHOTIG'9-LF?&D!==4P=#U#=?+<- M]BHVP#CSPK-$7C'/*>6:X.?,:V!6E]7.P$1B'FW);"X-SA^+-"CQ`IK+8=4LP$69"\<09EB)1AN8+\QZ.,HU(H:TC.BX;&C)*K`- MS!=F830`M&[%Q`;[B[(P*E;*ZR'?+O+6`'E1DJ$!(,<)96G60\'6>,X:$3-; M6ZO,9H.]2NJ;^5\J(BDWS>%)VM-NFA@-X2K]K-:X_HN;DJ,A7*4=HAI'*N43_1<4TZ-XEBAJU45$0R2"Z0>S##R>9>]C\[6,;'07[6X'.;20L2_WK MCVUH'B!1Q9_[?^T@!KYE((*;OYK&`+,CB*+3P=M\GX`@^P%R@#]FWKQ8!8?I[4W46@')!JWP#JRW MK]XW9'HN1`5D]@@@2L%;CA>Z2YM45ZNQ_=S-TGE4Z$NCELO\?-Y?,:#DMHQ: M]G$5S&Q?GY#M0)@4#,=Z^QRD7]+:I:#GB8!ZO0T]8@V+N7&1'I]>D0.A^#J6T"[T2B-;5SF(`&M7@6SB]TY-.9IM`.%5H#0Q>X<'KV#*/ZMI@:>PN8TOVSVP,]KPV@K MOJ'E*$1A.G1&L@%\307A"BN%5"^L>>B5A^_=%-ZEX![^B;:_=$>=&Q*OC!JS M_'X&-B?E,:GO_)L\@0_!7X&7$/:C1.?Q2&W>)^S#&R/W4G%:B;VG(!99-]?) MZSZ)\]U^'4%!";8#+_E;&OB!EY"K:9D8U>SD(&32>X729SS"=+&6',OD1.KO M]E:\XT"-6+ M%P-D$8!A,"*LU@:($7>PIH,F/X:5NH](H(,OSV?XPB<99#A)N?YZ?`&[CTU9 MGRVLM14B9+:\D>O=M/&("(65-D3A#+BN2A*11\F;C`3WY6RVH>1;;3+^8S2= MJFU:E`P(YC6()EA]M9(XEXJS+'/O:CF<,=`=BUE7*X]S/K9R0PJOIBP"@R%7 MJ_PY__T\$I;*1T2MX.?%XBREH7.]C*>PVI?,LG8EJ`JLGUSE5C71(@D$%6;. M.C$+WZXD_7V\+Y"J63J=Q;Y1R`B*I]JJML M2W4_;&-#-=^4ZBZ"4#O9*(F*>58/`U81-'R*Q@?E%])!@#U;3TR`6G],([8G M>(8@4F5^X'5$KCTJ,R_M(0U.JSA')F>E.J*!2:%/U6'8=P!M&_UY&1C4P-3J M:$;&U31L8^##*J5+!I0I#&*2=/6T6/29*(_IF"57?7D,)@X9+).YL6VQX\RP M'=-)WY38\7F+,US\QLA;HV(?FW6HN-Q.5*EN)67T.H>4'>1,_>=^"0WX@A0

-Z=".&Y!NDN!(R0-!;3HB&>OM7[PD0%9!M'WQM2I!&:FW ME95MT[>.&J;P@1->*]!Q7O.!?T`^_8R(=+&^LYP5,UI=M/>L9E:Y7[+"G@4[ M&[P$>FF%&R<5?*A?X0CI/@Y]1%#[<6-<#*HCCCP8K-" M@#'NSN9W:]0QN9-V"R/&S%T>HK:G(O$-PPY,;6K":-?2C#7;B&2!(S>TJ540 MYSPZJ?'(`J/K*A@UL*ARJJNA>FIP,21'5PT[ZD#1KAQ7;3CJ2)%U(:Y:<]1Q MTN:M7;7OZ$,JI+-PW;QC#CYW?734L6+8'EP-5-?86)("KJO!Z.H(>I'C M+@(FKZ!H,+PTX8"@(FZ+4\):6-?SQ4BJHSF,WB!_S,\7)D$05=WMC==2OCD? MW:V.DN"Y=C[6>PP$+R&FFZKJ'AS%8<8KAY'HJM4[VZ7K%=#;70Y@=6O"40"HH7X[]^#;/\,0A0_\>0ER*_RDQ=!M)"> M'GD[C^4Q"%9+YPF@4BK7WR#!R+8%7L`[B'1)EQW)Y"2^QMK4BPYAV'%KM4>L_7W4 MJP$^H)/?QS1AK7P[]8=XA!'[&"8,_ANSHY!+:7,J3UZ`"Z`>#G&$>2\>BN+C M&)Y`P<.NHV);<:CL-39#2C5OS.:'N"MD\)K/OL9((HC@UM\'1S*!?#?7,D`96CUGJWJGV6G!QC26X0@EJ+A=G69*I@*HA77QF65X]%"%Q\8IE@=:7_Q8G M6.86(RM(%F]8%F@2.I+%4[8/)$L8NUBO6*X##T,,7!S'9-SKG'7I69S#%N

>3N*V<&.J\KE/OB7$H8@H#:NV$E)UP#7PX@4D)/V M47#='5@%0V$7"5>]AQ7`$_**:O!R4]FE@1?5U:W!S$V5E\X>HSBW-9"-K?": MMY/Z2WXX>,EIO>V8.\H$\+AR*V[]$'AO08CTJR.XA8OX?QM)2M8QR-+S/)'; MV?'7'BX*U6V;T-2PHTM;^4FF1J2'D\XJ$\?M,+T;-UGT&540E=!P/.Z1QYYLU:M-5`=:*`T<+@ZG$[-48(SQ.MI8&W\LK_ M>YYF55*F:O[T-*SL]H8B\(I9@A1-\C5N[W$*W\7H8("D)C,?Y"[OX@24>XD* M$J?#>+GW:00QFX]1;?/).Z$]\AI?;;>0"2=G(1;IM80F$II<;$A5V>B]-%-]][4YOOD93D2]9Y!!+YZ(?*9(SST(KW,$9?6 MW[G]=@P2+*G=D#D07@\31.5O-7N+SBJ5/:'BO["+'%F?:R$U&1+O-E@B_&8.ZUH,\D:OV<&&IM=O]S` M,ZKBI\)OP+)>;I@4%RN>@<1U_WL-Z&@RHNM.^DL>?$MY\-F6PXN-;F2#QK&2 MN^YMOA0/L!3=R%0X+>&BIJHQ?%P0%$=P";A=`FZ'VX428NIH;@[5\&,W-=)N M!-S.VS.U"7HAN:@B7>*MET20$`,NH57,DI<"G^X(2FAEPA^U/:R\2Z%4=U/U M(F@0M7XTZA@K`XA(+QN.#K4UKRCB\@EXZ`SXZ";8Y$D"B<6U/3]'\5L*R4FG*]`4:[7-6L6O3PW"ZH;]L.;LQE)C2T36^+0QN8W<0<\AZLND'/P[EPW+EP,;]*#$+)0D4(9?D+JXUE4Z(N>SBIV,46YS_774E[<[UCJ"9>CZXAI M*1!HX/&@=]['RQBJ##G%>;\N8R`N;E[3G/4'.SY?\_;(6,5PUNDQAA^+LJQB>19>0AYT+#,@I?>1W!7@C1#KMVWVRU`/"QHTN\^DQTK%`8Q0/JO010% MX)-7^Z!?>YLOB-7>H."N@)&X3;2G`2)_BP\`LOGPJL`>\V`;1&C+P3.R2SQR MPBKA;H:2E;W&^/%]1J>30,J@B9TT9'^/$_2*I>OM#7A#L55%GO9FS5CF?\'> M,YT9VP5`N/^2/FZ6Z>.NO>@+RJP9^;_C(J5YDZ"@"5CE>5E(#&*>].I+HE3V MVAOV?N(E$*6WG9?_CV/IY:PE\SH/;Z9UM@>)6`)3:E,C3E5-V

5T=TJ:*W M7C*NG7?&M3-V2%N",M(+=QI&G9G,_MH`*: ME%+-^3P/J@B*:?Q"N^U\K M9-`3X1)=]Z=6R)W*,52Z[C,GCQA3`>6ZDYQ>7FAJ>EY'.0S%-*`L"?QRO<@- MY)M=N#*E;+,7ED&5GVU+5&OBO(.ET52#[NJ'U%%2\.9UUF]R28^WI,CQ7$\(IIL=S4R#DA^:IN$6YGE-='#5>I/O/;@K.TMNJ;T]L`')3\.,#1#6U M-M"X*:FXD;%S7MB=0RCBO"-JZARG36@-O+9:H35E=+&!:!JTB7NJ5N&2Y?Q^ MAH(4TO)+P+\^U8,+NZO(CF#:);FQGJ1W\`")5@.G]S.=,?(E#MN5`U-A9%5& ML>F7G/X&PBJK51UWVAQ*CF,RK_>9IS6DN00'L7\;^12O2G(;.RZ4U3/,=0`= M-+3M\GG&[K8#1?@YYW^T[VZ[Y$Q4YTN9]Q6)@><^!UH6P6.2.LY(U( MDV>P\8X9W.,K+]V_@"P+L2_"NJA,&QP"DH)4K-^2,^&\OJ"85(%;&;TW6UQ%(^?G%&GD"Z M7IR1]=QO+TN[=V:^;O,6;FO/K8&4:\)9Z_;;!J1IS9V\P#E[_C-X@P1T--6D M=&WB?4UDY_6"Z"%.X8XA?I9`'J^'`:*J#`GW$5Q?($J82*_Q0=X)[>[T-7[*D\W>2X41%>WII$`W\WM?:F5=EW-D@1.Z8+1DG'>0O,6N MP<9]++08,R?5 M(]I`)QK$*+<]>PN4CTFMQ,IC2R8"XN"@3ZTV>(,FCY''P752X@1*6 ME=W>MI+LC$/7EDH1XU>*:',[U"A60J-9VI\'CU[;4B;,5KFN-97W#N'\3ZF+"VMBT*E5BU?@?) M'GC^?6&5X=C5I8:%[&'%>KNDL@F?"#34*W7;"/P.N_U2[1*K@Z9RJ>3(;]+)MSIZD M@RV[HUW?6JK;.;.I`9X(!Z!4][Y0D0I>#R>Y(0,I@]@'CMC,B*]8BM/"^,3H MMB:@GNA!)MCUW%XF\K%;>,,N;\B]&1;&L*]A%#UJKGN0R2)'OB-=]QF314F` MCYLRL';^H,FPC7KN8#(2G&UQ!#G`P7V#W`NQ)T0M@%Q[:;"!L-P$80XA[K>S MH:7MT\#AYZC-;?"D?6(PO(*$%VUG0[4D[-T^&06["3\$V#STX*K[SU]@:\92\`WL@X>S5EIKJCSA:) MZN2@MPTKSJZ2!+D^8!V:#ACL@>W@4:3T64?%0F4!)!2MTR/(UMM7[QMUNKQ^ M-F8#/U[D)D+I=BB4=]M8I_+JW0O"ZJC@?9/%FR_[.(0\4,IZIV1'F?=,V:^" M_#AV[,/P&*!,R1FNP5W=\S"C)?F%U1YT-$O!%I%`M,W/&*#.: MZ8`XUGZ7&\.F#,R3BMJR+X>?=ST*2@>J`>OM>LB3D.S71JS'^KBN09?&Q\CC MK*9F_V.!:H1K*OB.X2K-S+KNGR&-H.2#J:6*/PN]LC2"%/6>^QIX00V5T#OA M9MRK`D("*A'70V!U]Y68J*\7''M^+X$`BJIO@4JD!NZ^TIDFK0=W-C#VV,.<8SQK8Q]9RV7;N0%&; M+UX(\8G\OWA)@."I>,O;*`LZ'N>H:.!=&']-KT'V%0#(>AZ.7G2"7;%G#<0( MH,K"U7^D5YL-"%5VD*LK2N85IF)>-:6LQ^PX#S^`V`+?Z1@VAS8AQ/4BLKT2$5'5D! MQA6\\?SUMLAXN8YP0'OA^HW4KM6S_$^J`5A]/)/0RW[\,8A`=KKQ3NDZ^10G M\/:'MS4HGP?6ZIG]T)P@>(RSR5`8?,LF$*_[`+G)QK>(*SLA4A&AS7`F@>!^ MR\:5L#Z"!!M?ZG?F)H!+DWT"V3[F.=4)=C91]@^C"X%NU?QA7+C,YD9BAE`) M[K+R=BM!QPVM8J=&?$)=34+LR"R(]Z9KCHG"2!K0*;1\U::OS9K M@^B&5ZSK;DMJ0+%Y4E=C?T6Y\:X/=7'<>N@F79P1E"-ZOA_G%'LN8IX!70@K;H'6S0_X(2!Q>Y!6L.Z"E.`X:"4ZJK`9U? MSV7AKP$(29N"V,PF5R\#;2$9#&C[P]7Y1\=I&@7['0"C>WG[1%D M2,YN8=;@T;C=K+?;M&IX`WFZ=P]5*BL$0QM)5E9>&*XQD,R*O8-F)HK#UV.F MZZAB!%#ERKL\@WC2JYL*=K3CAM!9TE4NW\)@A_<@JHX(R8R00J;8 M#507!)6Q9C!KFK_/H)E=6A&KCJZR5_A)9M%E9A>[<[CS@N0O7IB#P6W"G0NC MJ]TY-=?F9G:9RQR0M/,;\'?(YW4#?ZJ"0,M7@\,(ZXQH%X&'?CTV MZLR:ED;<9:IAT\\G?_@[@<8T_>2F\.LLGNO$]ICXQ2L.8)=\$[:,0;GJG MO#(R'_=;&8#X+DZ^>HG_E">;O9?65SH53G9[";#>_58F7,ZJ(249;[%^-D57$>ZN MHQ#I+X'K6A!9@(;RH>O:#U&$!-X25ZVY&E"17CE7[;HJ,`E>S:[ZG:E`)JI' MG(K&6@41#!7W9)5F08!NALW#5VT9&(=CUEF4A M[GK%6@.J1S*8%U+QEZ&X)./"TKR[ZFNE#):4,4S-(ZJ;\_#551`["2T4I,JS MR-Y"T0V382&]#A5$/[E_70D@U-I?-3`3(',>#AG]\P7?S.:B^@V$_O5IA1.? M)$=4=LB`+^*U%WU!%3_AAS?>HT?5MI+;&7&\B&##NR#[YPY-$LZ7X6I!:6HK M]4BS-G=Q\-5;><<@\\)/7O(%G='B3-Q'&[H15*#7XBHC M16MS5BI]MX]KT5WM$E`DVT+<7`K"L&E9G;.'P'L+0OA:B,W7S*<6]Z+QW(N* MX)3'."NX]JL=)#9ML?@:[D??BVG.^[DD#B<.X<\Z9.XG<@#Q+-WN`>#"& MH\V@D0EW$"^*`O#)`]W7B^X2PFR_N(7TX/UWL(4"3\#P?E9!HV-``/+G7=XJY96X/>UD[A M^V/)'=5\45]*8#(>XOT-P/S\]_4;/%1D7R="`R/176&8WGG)+L9"/R3VPN6H\LU;*Y62BY\39(NM;1+-O8JCT_RS\J@!8TBOH)9> M_9Q*90G"*Z0FG2XK^JRQ,J/J:,!TW7V*:FTB\RF+'4[44GD!C^5\+9664K-1 MY=Z+]L21EFHK-[J^A.EZ*(B MSMCUN`]EM%BZ/M<#/]0O-H*5R_50$&6P!H8CUZ,^E)&B^Y>Y'O6A#IF8%Y;K M,1_*^'5MG*[[WRO#Q+!U3E>#=MY^P?`Y]/,0T#*U50KG`*W MO,Y<\+!:$D#5IIG&[("2)'--.RA-,*,LGZ'ASQD;L?QN)KYQSBC]FL2IB'^C M_C=LH[0D6EL2K=GUH35#:9DBIN)'V,ZBE,9GGB#N`AQPYY^7C?L45-(7$TS9 M4:S,=!\GV2M(#BA]-^+_&TLJ&8*.K36!K;R:P(\R'&?BD1#N+8%][;@ M]YF'M=Y@\C,WE3"R;J:TU\UULZO,EA(X4*[;68UD\7+3E#I9%B\W;:NC9O%R MT[(Z818O1\VM2V3!DL5KQE[?1E2,KENU)T9UD$1-9J\Z&,]ASJ2B9Q<_I_@C MJJ\Y1>.Q!"HL@0I+H`*M'B!+2\@\7)?"MW$TDAV,9)7+T[D9SMLQ9YBPK^5T M0W+$N8!,?L7`ZR^AMX<;CO/]7C,3N>,@SF^L##F]!DN*O27%GO7T98^JM1$? MK3O$+$YEBU/9:$YE.,I=-9O?F-\^9U2;:3RC2N*HV2;T@@/*T3`RJ,Q/V\9T M23\X@_2#%^!L9#7QGHW,D=SL'7ZJ486[Z:ZMG0^G9%5WWS)XL;8RC;MKC94)TTRE[I(1A2QJL M#E@TK:OK[L+C9B=RO6IIK1RZ\N'5CBF[C[9QR-&Y!ND@!?3F23);FI M%;#:Q*RC9^"%MVF&=!(<0[]`QUG-I\H.QW('$.QL<+N\@.0]V`31#NNXT\:\ M@'?$*QPAW<>ACPAJ'W_&KE(=T<9B/<;P)GL&&Q"\(V`)-SYEH00Z6C%\>]&. MY:7:_&Z-.N:MV&YADPT5X1;:NE310^^Z?5C\,J_X=C('HJ5X?@?)6^P>4MHW MMNOZ:75(ASR3Z\II>:P8HI^6+MK1TTH3[EQ71\LA)<.'N:Z(EA,<.@Y^#=?G MO#.`.DHB._,"7`;Z$L)@(PU5S0XCT95&.MNEJ\1QWJS#0:.K>+N2`+!;X\/N'L<\"_RAJ.'%XRFSQ)(*^.N2<#"GBL?BFAAZ^UE1S[$U\/N9B"7VPK"0$N'[UY8- MBY2)]``3P8YVPZPPA(W'Z/HM#';X>D`.IY#,"/GM%NZEE$50&VL&L^;'PI7- MYD"K<'QQK[E=VJ]/CQ[:ZT(513J-9QC&+E8$@M%UAG-J57-7F5?3W79X:U,, MB#>1=MO94"U\O$E]YC&+$ROR0_`%D1G+[JRYT9#$I@;8D=MO&Y"F+Y"3]_S[ MZ!T4R4U;_#.!$^'WL>I<4CY9D=_:W)5@T)(&8(/'.$HZP@'/W&WV&^>*$LMX M;FY\J^A<-P+8;P&\-Y+-_O0`WD'(8#T$.UN>5[D&Z,3>)>`?.8@V)[%)47M> MGBN9X3G<1\<\2_$6^9E=,X?18RXS^"@]@X\SF\$OTC/X90XS()U/)D\ATG,N M,TJ'5ZKTW.ACS&:6];LHM@597:W,B9#WI46*W.Z32_>7`X,,'.IAVQ^8`+ M=3%-%D[)T+L`ZH`;M@2N-HY-3^P4Y>^%1*++1?P`B/:V,;.G/"O,,_`IVS,3%JF$EYZ:D%RYQGCDUI$%/W0V)DT.$*\JY[\+-]%MIK#2@D_*I4\MN=9[WO3*202=`?O2<5K9Q,I?$UOD4 M\FRH!D8#M83Q[@`C8#172_+N)$0D,[Y>3G8WX!$TB350N:GN$H%*-/ZLPS\ZT`+:R`9C-Q/;&@]^Z-@$17SL MG4\-,A7$S/","F5GU2BCHDS3856H?EQ0U=F[9NYW]Y/DR,5B$:$6BQ]P7>[A'H3--+;RRP&/&R)%A)$4>^AZR;%1 MT/LX1,]-E>XHZ/TR1,]-;:]<`$VEB9),.=9XVJ/4C>E]U$E#^#E%YQ-?;\55-T8RPLTFR;UPO:UT M^>N(['I)"/L0[VL@+N5JAQD[\)8U_N_4@!1&XR6C(#F%3^5Z5:P=W&?>$>EN MGN'VBUAI?#C]1LLQ1%U[9G.[.7/\O^<%-<([0*SON68"&A@ M0"\FL'@=[Z//D'`O#/X)_%^A:/`0IX+[1F'<&:/Q.8K?4GCKHE7#;`'\.8:L M?!A@QN7Z5+AGAUZ:BJ4X,?TYRQFJ&GK$\E+UVB_9J#3GP+Z`-`^TWN!SQX5S MUE9>N,E#_,_G.`Q+IRX#D*E]UT1Z&8(NZ/<@VP\(2KL4=Z[\XE+93"S!#]U;&YCS9A#B7?^^@6SA(V27_F[;EQ/W[FN%:. MJMS+SN2GSAPS[#PW/E[%9^9SL=4T0;[]!619"$@I02;XX+EO'RIV(W_LS'%C MIM`S_9D%*^'/_.WC?"ZIE7<,,L1HX]\:9?!HEQ3U@^>[@6HC')WM&75GB7S? M`73OTS0?F8WH?\L!U*9Z/(D?/"?\4LI\QG@9V-]:4%/XEO2C:ABW(JQJE0`_ MR)Z#]`NZBU-T&8-T'3%K1$D-89)Q*+[W*$>UR@@&B&:$&>.[VG\DJHJ$NBT) MCDTE>NVGN&-.A=/)=,;=5D(2JO69TV'2),!T_PCY,0P27KL,X"02?"+)[>TD MFJUVV$L<^ABW!BB4#>-8PL?GEC'AYACODOB`=@-)T:8R@M7L MN=!=5,JRVMM9',O_`RV(*DD:@)3\1KW+WA-O_(`^1.6B36 M)&P<$Z,:G5SG2^BXQ4RJ"W:F5W.8(DB/V7S$NR>7M=VP:[9;)T/5^,;:@[VC:UC#/GE$Q- M.C'PV)95M<0U3D,N$2/@>CX;U3S6/.]ZU]/32.,FIJUS/>.,I=N1;M)U/3#: M^NM?J%_42LPX_0A-Y"JJ5;'&M0VNI#K4JD-SC-,`Q]:Z`Z)D&-A2AJ:W`T:Z6!5'+7:G"4$8* M$66)>"+7DRM/?7E0(F&TZHXO,#=^:XR4L6IER1>,23<'+W;/]1+G5G@.L<@_ MUPNF<_,^*NBI%-;I8HJM+'5L1H-V[/R0)JP8G%P-C=%"@7$YFV"! MJ>*_%/Z7DZ.A@Y%LCI`&N[$=&&=3]ZC^!Y(,GD&(+K4G>`@WP=$+KPXX'N,F M!Y^/L^R[GM MX`V+6*.;8`LO3Q!MN(D#)48ZDQGK+C!C1/,I`^F?KQOVYJ$XR`2DWT?PF@:5 M6R%W*QH9TMJT=):'-^($DWH,(I"=;KQ3NDX>0)H^>6EVHS09VDCV)F%FZTD, M/L54XVR$XR4RJLW)Z1PR@4%G\*#].?>B+,AP'=T6=SAPGV0_8MQ1YCM3H:)^ M`B-8RSP+Q;F2]O0%PX'_D<.O1,D$: M&GC,*?9?*I.SE!Y[5CMQG>U!\@R*@RRN;U$?;U:SE]P'^N.-N MBQJV6V:;*XP^YF0_1TS&QS@Z@F0;)X<@VMT%$20$^66" M#0BP\8B9T5NPLP'HX9>>ZB^UX:0R![P>!HC"UXMTIGR17C9M/M+J?$;<.D/3 M[+KI3-EU3$1\NACP!`T6Y.@4LAAQ,<[\DM@)W687XZ(O:$VBI)I04GFYGD-V M+&PE@'4S59(!HYGV/F[KI5W/3CLAWA)@.YJ95E&!+KRA:8:QBPF4DL=5_D*_ MF$BH<38I\U%S/<))#5*^UE[/__",4DRI'W"&R4`O>933Z!G7BUY,DJ@1=BK? MI'`QZ9U&0)=OLM#+V72Y]T3/I*!5[LM]&$UZCKE>Z&L*QI\E`*O5]EKPY?E] MJQ7P1U(HZ5(AOP4FS+8DZ< M%7/$]9UP/6>?.%RR7C&NY^'3]M3CRCGRSI!J->(6S)5];*;0.V7_'#P MDM-Z6Z2C1F:XZJ.93WVQM@5*JB7(9W;U40X6%-%<-V(YNMMY31;B>C-I5[*YT.RE83.95R^@P"SO.!*4"6)BYKGZ?`F?)=]=UO?W4D`MR$!<3>C>; M(ER.NS#-I_`(`::#R,6$N4V).,TFLD2] M<:,P&!8YO:@VI]%CF@_UPMB+@I&M*6<#.Q*)^A MV+6$EPE#1Q*EEOBR,XXOFY^'?QG=XX4O*#0"WW`(EHHQ;^D_U]&@5K.-:FS.B_NZIIS**K18D!_9GH-L7K,908?I6?P<68S^$5Z!K_,80:M M?O=$::3E-")469QY3)+DN-'+MV4?!/=.MUO6Y;IJ=4V_9$SC75=SQOB"$H.%BM+T\M+JAN>@%9%N+C M4_B/,<5JT948Y3,3:=O4YR@ZEHV]B#95<3^'8?P5Y6R'9-X?CG"_%8O2T->3 M[I^2^#U(84\\A78J,EDFP@2U]\(T@ZRD/-8.%>$K`T3NA-U)\*7I]S"]&\X&7(R"*UYP. M-H#]Y'T+#OF!Z9#6;6.%RB#B4]EI<_&)#TUD.[2XXL^H!`#CK6M^MT8=V M6]B@\'>`,LD`_PJ*HQZ'5G+;68BG8WFA,!_VQ<='PY]*G4.YL!1'HV_J/I-T M88F-1MW6`U[O8C(:C>%)U7KL%YH6C7RG9U^_)BP)NVS%->>?44"MK;XK:7MM>3NXWA2-!ZF3@),(2[&B>S MQ_<\!%O2:\OO8Y*PS]'1"WP(`CS21R^\]D+D#+S>8H5%>()H8/T%BT[1(19G M#5O.&HN#@9Z#`?$(%?PP2.\`8'+/Y':+A\,\C97"]Z&6KO:\(A[&`)QR>A9' M$@U,N9+]XB]BTI^!RG)JN8TL5X,`TZSE.[(@+";<74RAF\5!9\9`+@XZBX/. M+%?#>B%9Q]US%A^1Q4?D+*%=?$06'Y'%1V3Q$3'D(T)+GC%XU(:)-*H"ATC[ M\Q!OOJSBPR$H2_79-W`O3A*+DX0+IG+Z*?N4)A#D_(!OEB>0;-#%L=U1"VW4V/^5A%AP'IT)A@,6.O=BQS].. MO9B11U:L2]R9%Z/'F19G\I5_,8%5TX(MRM\L5OW%DF0?R,7@L>B(YP+MHB-> M=,2+CGC1$1O2$?\'.#6,&#.&\-/+IJHEC'(4XR ME.EZ%:=9Z5D$$N0TB_ZPWM8,.B=,0VT<`^HDTH>[KE$*E#,&,$VR3"R,8$?3 M)*H'G2@-8YI\@DNB#,Z\[N=J=%A,,XMI9F:F&;*CJ\ISI#K21*&82M2/^RB= M98AF*G^W2PZP!&\N1B_]+=!6MG:8"\):T]LNUK#66H&I+>1>6G/SFLRXLX=2ZKY](7H`EH%H39*Z6 MIH':33OQ=%`+J!L;L-TT0T\.MH""NL%\;".W@Y@KI'+Y>9$*=6&6N+07>7"4 MG"XTN!O&%5D%C\85>?*$E\F4, M'*1;B3*P5W2ZWMYX&4"52A'%$,O(O]UNP29;1[=I%AS@CW[]&60%N/+?$42K M/5J;]#YZW<KR1O;I7<7Z,HW;LJZ1?-V&`"1S1%9S/K;BMW,!U?,=W M]"J.,!?]"C_)+%C#[&)W#O<1E`1R7#@\2+\PO-N874S4T>K>2W?P0Y2[B5Y; M2W8(\V2_@DB3:NX((Q#]%7[MI$NWP"#G&ODPT*4M\2&7&1]R?2II1;??70+^ MD8-H2"=Z/(K,3'&7F,Q4K.B<\SA+)1`A3 MZPPUF%'7Z* MDVP'5ZKT(WY&RY=2GR%6ZR7T<`D]-!QZ2$&-TVD.\VCD^D.<1S01@]?KS*,/ MU3=R;^!V"E"T57GQT5+=;9J`173FE7\:\Z9V/=911#'?-IZS@77=Z\1R#.X2 M!SIYZ&W+*+O$BFI@+_?P+(&B(X5_D83.)4S4%-BBZERU(-(_%HA'8(>\JRX4 M*LIJZ;8DD'3'>7"5@]!BG`6+5+QA6&>WK$BAJ+,I+^B64 M"AI=7D)N.H4E1'34%`I+2.C(:1.6Z,]I4B6T<5[$/Z/I$=K0*B0+6J#E>E;4 M^'YUBXM/*)<'RZZ\@ M_KA`K`.Q:*!!!?6=>S'N%W)!1(K7PX(J)V"I8G+E M(VD;3M=QY9DA2/E1O@VBCFO+3"$J$H+<@.JX:FS)U#4:M/QH&K*N@!B^UFQ( MQRV4ZJ@1(Q(;W-STXM7&C1(EV^#FI@UQR:>WY--306/)I[?DTVMXIBJ`!'O# M76W^D0=PFG=Q@JK>M#P3ZPQ[L&>6!&]YP<&NXL/1BTZIX"@&$N5!%OH=XH(A MO-JA)^(V#'8!Y,NH\8G<+@9BD]K?^/?\\!9C)(1(&C2W$>!5(8*$D'7R:Q+G M1[A\]<*M\:9EQ%2*][>;DJ9P]WS9`Y!A(I$7?Q#!OP5>^`)/&^8^5EZ1UW%@ M&:/FJU$H'31$N9VX7@Q'VI`>3&VC/Z&0E14&;+*1!\<+;%%UZ MZ`\HPI+Q;HCUG>6LF,=1M+?-F;7W..$ZY,R,U]O&S)Y"X._@D:B>WL8)('V, MLQ<`Q06X!.'I&1SA+(#_@K1[6`%8]J3,67]<.^D',!6G]=<()[DN:;E*5W$8 M0GH3+VPX<_+$I8:P*>9)\Z]$U3#WZ75=DV**4>XH'$2O&]<5,R;!%6-M7%?N MC+%=Y6[-Z11%[B!LX)5V/;.)C)#>AE;B&;P<1U-)#`7%F9:7`QW*J@BZR?)8BE;7$].)*6DD;H.+T4VDE0(59N/;[!R/3>3`>"& M)C77LRPI@$;7MD^7)>E,S-E7OA\4=-]'VS@Y8+KDK-,N6*[(^6+C/"FSFZTC M`<.QR6,@):V2C*XU/:I:L+J2$)[\RO)M1;^US-`BA/_DY?L M@N@&X,P^Z3/8(`C]WX-LC_XZ&*/Y4VLT&V=TY85AP7$RK9>#9B;<2NHQX1O0 M3OASEV=H!],=3,0ZVBVGAI>Z4:NMWR!CA/?R:_P,()G1RDOWZ^T6MJ)@KC;6 M#&;-+QQ7-EN*]NG.H9$:MSUTN7-A=)WAG*IK\J0VKZ;[Y159'&\.Z"7[#?@[ M%%&R@3_A5ZQY63F\GLZ(=A%HO]F\N;7;SH/J4_.2X)3JZ!'9A%YPD'B19,92 MGW4*-C_LXOTOL$& MEB;J>I#ZF"@/FB>QCU8X*5BK)R@[[+VT?@?I/)IHSQ&(1.)P*D\AL9M59\F6 M\)&V->,/Z-MPOUZ?R)S)]:F\0F]`&NRB@E,4<7TU_T$399KBY*N7^/T-1"\< MQVQOCB"T7T2)(;2UL;/:LA)1S[X!OS7^#Y-!Z MJ8>4U(J(]3-`X&N"8UE/A&>32AR_SSQJ[;"+$DGZKX@,:`(OG>O^#3)PB1IT7'=OD,%,D-MS MO1344NU0%RU)73S1`7,$A=/E+`5#;8O`YFJH72_2)(R4G)7S`NHP:2`GY86@ M5F;IG&K^Z"*9MD%2$2KBS`N=A8AGN--^C*.,)5=FMUZ* M!D/.:MP)L._;9=5J=E\"5$/??JW:VV<5*\6.ZJ@S?I:JLM-]U%7'M"68VD2R MQ&=8C,\@DM@2S\MPN)L<);1_PF7BF3Z@TMTO+UB!`SD\;(7^#*US\(LWOQUO_O/S$+=$\=\^+E[MBU?['+S:"YT3H2@-KD+S.8K? M4I"\(\D3%\!`H;20?0N#4GHM+!JAEZ9B*8--?\YR6NN&'L9S0V^_Q#,L\0QS MB&>0SQM=_E97PL'&D5YMAB8'!LH<>7WZBY<$Q M(0IA<:N7BD)8/.H%.;G+\:@?(W##35/KF($;HUM<;4.V!&XL@1MGN13F`C=4 M(A"P5?,E\Y+,$;SD[?)J<0<.;C4#]G6U\`0G/OW,=-<1ZSNR?U9+>E/RKQKV-TAP(7:"4NCDD4=J/0^%!]\J M(;E$BT/($#KB9ED<0[H(HOU:W+KUY2\UD4NS:A\ZY(P8\;@DUAJ M]Y,ZR`D79`RIJHA+*JE(L^O48?>P:98$;SDB9+U=Q8>C%YVHYB`Y!1E1$KCR M_YZG&3H"B$=9)[^=WI+`IXH"S.8VY,/"KO,2A_YGN$;)U2X!^-RG*#W8L?)Q M\Y+DA!Y2;-^D2<%*0QD0QJZ],(PID2?#WZT$JA4:6W35;D"`K615(<][;$O& M-RU'R2`YB(GXK>`;&KMQ0<,%I>DA7*SF8Y`C3HDY(MJCOF3@^/E(I8+:U%J% M'GB1K^#+4*1G2U.T81A:8&:7./&4ST=O/BOJJVCWC<(OUG>6LF,==M+?IP]+^5%'\G%[U7;"C#?`?X^@( M$F1!1I7@O56B)4M M'NP_YUZ(TZCY`2:,9:(T^`&K+C9*TD(G%2_]67/=WJ`.GLR5[KKY07\+JND5 M7`]IU=N=.H*&ZW&O!L^]L-SC>G"LB,Y@4+V2(9^[;NL2TT^T$1-EMUU/12*/ MG!!#[[H7BI0"0(A![,O8KA]9265#G0Z'IHIV/?A?$2^VE$:%UQ! M!M+YJ,9Q49;535Q26"/7HVL%D@R^8JLXV@#DV5QDK=@62X#\#^^C)SC&-@Z# M>+VE#7?[;1/F/ER"O]S?8N48TCHB%>6UM_D"_'J%#'B$K>"N@*)I%'C-<6)5 M-*$UMF&BZ:",P!UHS'HF%T:'6=#/,A=1&L_2YKU8\L>TY#^!!.T$^#'X`-2A M3*WOUS<,X0A+=#9,J@J%]@A;)\$.7K,9>O3@TL%G+]A0'6Y,C&C%*@^O$11Y M\AE>+?C=0E$G//L\LX^!I<'._$5J3^P:C72F[X`&+\DK378$F[P<_PVK,RWR MSY+KBG9;NP'7?*"'6F7E&)]>W+\JSCO+L":_Q'D`6!D)D5J2$9R$X(#:I MIJI';\-(<41)F9$,"%_/"/3U%H_\>Y#M"T_2)XCA)CAZ8>E2^AJO\@2A]Y3$ M1[AHIR(^=3@3K>$L[1\=CMNE>VJ_'"5HR= M%Q[41&1]*O0?LQ M&)YOM7$FG4!*9M>T)D,;3LV^\`9PN$MW/IW]FSOWXV_` MQ7#LU\CV06_DSJH"Y'WT`K(L+!Z6PM.U/M>M.M5U2>JBUE2T>XV?;]-OI?,2[)S1DR-I79>(\K%3)0_UM)O2D96SA4KZ?=0RS78$=#( M/(SKWG)BU[N`@D+-5>Z/!5`1V"&EI0M0"0IY>IYRQXJ5.6?$*#R9J[4J>'(2 M>1,)"(!J=2K.X>2)0*:BG':U4(7,%A.R..C5JH@S+W3*AL0V(M<6IBO(D+YC MU[[GVS7''F_4,D-;2&EW'_TQ)SG1MD>Q1S=A9>%Q6-)KJ#NB0=-16\PM M5"AMKDA\1CK#+28EBL@LO;&,##N1DU%3';H%I5(9S/1I;"DY565\O0EM&I3-7$+5%;34-M5L'VX@PH5=B6=H( M8EO'6+GJOX#D/<`!O<%NW](;?GIY3E=>D@3`-QM=2OEP$Z12V80)1\UGZ1Z8*J/,:B&&=!8&+Q06"0]"_7/-F=]'QSQ+ MUTG]"QPQ/QR5[@:S'Y\5KO"5.L:I%TICTG2\$0/TTM_.5_$Q!8R&N2Y7G6JG6`HJ8^.J=G0*4&D'^S.1TH7ZJ!?8B_ M@F2][>"[3EA%=`P.;D)O5EC)S$_3T,`CJ`8[WU+6-(N,,C;QUV`;)V!H99'(X2V"$%I'&BZBY&22\"9&W=!HS6NI1M7 MG>[:(PU[8+U#*6#P_(_T$:LIV15O=IJ>5O!5=]N:,`FX?$6X6X8%4Z":E.E< MK\6G@[6"P.^^6[7VC6!(2G??Y]K*P]95/BK8%\XD886)>\$`YZIF=NCNXJ=+ M8";&XHZU#A31GXLB1T)^N?.'<[96K&-Z,T2FMJCC4?&PI0MQ^"U+D43,ON^9=$`49 M>(#OF7\/08QVP5L(BDN\3?[M-PA4"AXAGFCY42V%KR!\AZ!$V9ZF;S(SM@UU MG!SE)=576[B?_PJ\!!7P,0()<>"SP6,,*,X4A3A/C*.`QCPK%%XA%<8W0S'H M>>'PM9\PQ,B0,\/@$=!LJTMK M@C-PM6JB5;3[MXFKQI/9@%P\7:[:3>8"<\$GZ45R+"B+\>27$Z0Q/GI[6T(&R088'7/:*B MRA=74E)W64'6&+9.O+"=_&RH<3/_C?$G7O%K;][F"WHBJTUF>O**W[%2\YH] MDR:_H!1&ID>?(3*#586;G/@.Z8*D\B$CNGG&%7SU[@5P%F%3M'3E';T-Y`B) MNGFUD>Q-8A4?#D&6-9RH_FR:(>U-ZW.T,3^Q]J!VXNGT.(^Q6`WYA6M_[.H= M7H$[0`ZBTAEIRDE\\KX%A_QP`[?.J1!!UWD&K_O(A_M'9T[L@:>*V:Z!>I'(^E>$D!FW`=`M5V(3`!JS'38@+_*7),A* M9L@&;Q5![9P\-"?W`WO"FV$/LF`#05B63NMZVU,1"@UR? MRMZG&[@,5A+@BY`)P0;W&3A0L^#+#6+C#A4BL5J,0G=Z$Q^\(-*9,G&\,YE] M>O4MT%IOTG`VYG[>',YM&."`*71RULFO29P?(U!7"-R=CJ<3[6TDTT*6# M0"SS$`IWMS&W:O__\M-K_,>?;KQ3^@D(NN53R>IHE\C5^_1JCT?GPD5K;W)2?CZ_Q M+^*;P^(01XY<>PXG.ZV0,_#U'J,)&'\Q79;VCNIRI#V?6S M17I3X*\3'KO`VH>JHUV(A[$%P5--;M#V%%$P2YR%2Y,ZG(I7J:LY3XS)>^VM M2G\U77<%&P7&(4?LNBN8$1CE.'G7G;Z,0\J5.EQW]AH#T:&(Y+I;EZZJK5.L M1'U%7#=\2-F+U`0PUR&45BUVLCH):^YE/KFY44YBJOW`5Q,[>!9-"W%('U'MW@LU[7M9Y03/\"@5Y@02N<'9:S/#" M.OQK+_J""F+`0[[Q'CVJ&83<[I*LP43X5O#I?X/04''K-;`!6/MD/'H'P+`U M$YN:@`G>8T'VD@=P?]\%29I=QVD61U4\`1T]H7X&"+SQ@J_>RCL&F1=^\I(O M.(LLWNOWT89*GDBOQ>5@<3F0R;+W#E+LQO<*/\58(D)#^_2NO`SL(.]19!AF MV@,%.IHP]<-)>=%+YD4A.-%-_(169CZ.;ZDBC*=QQR<\[Q6O329.>A0K?@EM M.M=1$PO"=D_@]+(Q$X(MKOTN%ND$KK+G(/U"F97,"#.<(7KYF5>H>'\37B;Q MR0L+]O-E$V>A%_G4DTQONWB-+%XC4MM.(M5(R_][N"75QIF]_8/I&")U@^H% MM<]?HZ3G&**X#5T/<-<#58DSC*F&Z>/[X*Q/7M)ZX&ZG@3\E0&KMO(I>7PBH'IFQU05L:+J*1WW?E9&2TA2Z7KCLZFO'1('-[B128('EG: M73S$QG-L_+A@NGC=J7K=M:6M)WAF@TUP+-8X\E$VQ!JL)B^.:`\Y?SNBN>7* MAWPZ'#IM5VR@>';QVYOP"$+YDR(X7HZ3*E7'=@-"T_AK+7T-NB%GY0[23O,MZ173Z6JF1U\`=[=ID(G[`)L M\F/,:RE8+C.\7J,N`:.PA]0RL,8Q,8&JQ`B#DQFVL5BI2MZ=!/H\=L%U:[R$D$;RB!.3RETWF8H)7$+[[I+\N23$IFKO<>Y*UYU` M%!`CL.VN>X`(RH!B[\"%&/J,8F;):C(]^T&5B47?RI:JW54?&2&<%+4CKOK) M<#$SJ.K0\IZ1%*X(F:@5/E,'IM(.J)(JMT;Y#_HB+;@<,&/@6 M-8G.TY`Z*&2N0G)_D'%)[_$FM]LMV&3!>X=)*18?;GYJ60/#'[!6<>BZ5^F7 M&:W-ZC';FDD\:^[T*;FZUH7V1;/>(I:EPO:?`Z.6;.]+2M]E*/?0D"EG^%_0 M6E^6Y1;N0,1@AT78?\N,L8ZP-$C?STI#+)D^IIGS:P*!WQ9'\P4D[T'!JI'$ M5N1Y^5V-DY%&38)JUW!O=O_)414VD%V#+EW@#A-[WHY=J?;;W!K13N`-N8+B""UCW$&THJ+[EB1 M;-1[0*;%EI6,K<2D-+:AMNF:1!G*2T)#^_2V7\07%+O@PU=Q@_;CCJ90DQC` M_OQXU@A::_N4,]+@"G2P3S\W@)7:W#[M+'TRJ:4!^P/E>K[)P>O7^'4?YRED M]^$+^?H5?I6>>E]IF/'(AW]").-Z6_`8+OHTT"(*MU'_TY]Q)XAX6G ME9?N;X+WP(=/[GV$'%3BZ"6+-_VL]-+=C9`+7VDO;,/T3*L%P&]OXX0]Q-'N M%20'='XH1ZO3Q`!HCSF:[7K[LH=,:%IA03+RTEK:`*KRS<%"*IV=S32OS MLB5HZ-)<4E,/A,=L@=:\]UV-O)("1D4-D.P`08Q?N:)Y0?C<;I M8,ML,JW1]LR#-SY'7A$&"WR\AFF:H[U%7G3!3F?A&RUQ+%W5]NABQG"]=U?M MP];2+^F.!$%B^GN[I?X2]JD=L"BNZK:$$>&]3M-IM1P0`S22G1@*U^XDW*B= MH%=QFN$H"#A9I`BG!FJ+=C][QG.6M[;\*EZ.+^MUG"3Q5XA"BIVH[^+DJY?X M3_T"8*+'572X,Q?LB02)SKUMH$W9*4BTAYQP6NV$P(/0&HVYL<>=V$P6R M@PP)%Y3J2/95^'-6XX[WBKKJ)Z,.L=P+[6J"E=&V*)EOU2H]KB4D7E)$2B+5<(F:?RY*+F[XMZ&(]*$S:-R['R^(A\-Z"$%((L7J(TQ04 MR,$CV2(`6;E_]Y+$BU#BIMJDNXH/1R\ZI0IC&+#C_II[:#``UF_P"B^^\0PV M<0[1?TKB]R"%?_D<';W`K^,.2[5#MUX.G-#;W\$FPQ<1G>*A,FQJ"FPH82LR MK[WH"SPP'#L$K;4)[60%:`IW&0NF8@>2=)>2(Q@@FOF5ZM002!7K-W<"__9Q M=!+Q2MU'\#9/B%E%)#K;Y$DYIZQZW@172TOO<,2OX$OF)=D\&0%)S*3O#==U M$R;V6N_8J8DZ?RP@B\`.)9MP'[36M:@GYAPK1M4)S";GXZ:3D&PS]TV%/X3! M*HZ0LR6`$(*TXMU;5@_T.UJ@W`L1G*W.-ERG&;0+N\7(C6&`5WE`63S2[F[*V5/<$NLK`&@=:`]FQ5?JV.0>X$Y-W?$_=Y1G<,U6L(H%(\;YFLCH4#UF&U=!? M4;F!:'<'D*:_M#A=;;=0%".OL53W:*X)_^=HL+A!-=G@<_ MV[`4M)Z%Z],*'HY=C(Q$R&&C+/IQ8KBBB_8VE\C[*8?\PJ:Z-7EIO(FMQU_T M![#SPF)I">"16E@Q$GD19*JHSQ2UF1U:L>,GA]!V&QM4KK,]2%[W7O0*#L$(N54$W@IRG$%6Z&"1HFP7H6P!]]&MET3(]%V>G@#5Z;F/WD&:\'E3IDYI;(5ND.!;$-*!'AL:P;U6=BI@QQL` M_/0.2F85[X8=`B@%&\3[V9C-,\HSP7B\K]HMK%"(XOB!_^0E%`:% MT=`VO;CV&93WD=K@^M3^A;4AQ`>P4KL=B8!8:%9=J-0L05*S)/[VF`>1PJ1AXH(:Z\UE;@17G]T6NWWJ(=&D&R2K0XEA2! MCB;`12]`]2S@]"I/7N!?GVIYNQ',0GC2@L-;GJ04:5-]+#L+4U(+_'8L25%F MX!%\Q3]1#[!89Y,+1/K24Q)L4.%T_%^L%>%W-D!J6^-!%>X(C6QHMFGB?2\U M,%EB;4+5W(J@5-0KM(,>1I2B7(V28"@=$++#G>HJ$)-)XG4PH9@!H#GN;OGW M4V6Q]H'NB$*N[SR"W-?&HJ?(:O:%F^5.Z#)F%Y2^)K+!Q:T$#6*XT#BA!A6W M\@6H2_B=:X:`J>NWC83DW89*F#MS/H!9$4"9G>I\?1U5#!N>H8+HXP)1S;`/ M^/D*I%\6D.I7DJG8Y@*!.LZF'(.P$Y+*_IR!BLMH]ESTW)3:9C);1Y2P+ MDKM,P";K[PU2%\V^4\-I&GP4>/79 MY_8R>P"[(1\-WG;,WB/(?O6":!VQPDGKY%U"K8W$ M]\'K`&7X6'GI'GT1F#R#-`^)$=C&/V$D MIK"DZ3&.T!>>4`DQ5#Y,`'3&#!5&,Q%4)?=)1GH#U9%,3`)7$[R/ZJ#?1*OD(8H0.F9VD\X8;N(]S5`J/QCR[B=-`:[W.R9&Q``')>X!*KSZC,CWI5=HV>;3/&(%^C<%L292:FZ].L*9Z6;ML"3&$K<1=YK+1 M9&PNKU:0+5_V>)"`4$,OU_)WFN]',2*=-UFIU.4O+W67V-CUS&&ND MH9=QE#F'G.IF@1V/"W/9W\8<_EJ&+CV'')G[>0;&V:IFUWT$&W8,L=U?3!A= MX1V277N;+\#'45@0\B#RH@W>_KW2P4-CHWAG.WD&,7R5QP!'CTUK;8?R`CUX M)=T$[X$/]U9!WOH($BQ3[5Y`<4&BLV!)T>LQ@!C@5 MAACI1=,9T%P&(:.RA;S2HR+S$A_.X+$I;L%62#6Y'"&SN8& M'.,T&)QNP4[&8;W]M@%I6DN\+Y`A]$@N%R*][(-<;E.Z3P*UN7%@&]Z_9A_Y MNY;8:432NG6C5%XBU1'M[Y6::13:*DWK&5`N\!"U6]JGN+F)&\4F$K"$)D'M M;,3'I:Z`7`I[UR=:E12^Z*@SF@DO%R^!;T5PQ/NT\UT^Z>)][2;#8PJ_WFJXY/I34B6$EWW7#*/GK`@JQ5*.FN#O6EP*9HAUQ/P MFGRD2T'=]=RT1B%KM#)ZJ6OGZ[TD:)]B2&426GW7G3@%0)14C;B:A4X2,66C MI>NNF8+XR?B@N)J73O^FZUJ-78W(DMQ:6DIK5^.P]/=:GUMS+(.=/D"ZZ>O. MS&&Q\.!L%2X9)H]I_6C`;;'QY+_:@6AS:F>1)YALF,V-9CD0=1+@];";M:"] M6&2[([GM;*CF>+"Q^]C/&('*(B3!NX>R8?)78-ACA,0=#5#,W3QH/`L^*Z^D88+=Y[IZ>GF;]Z51$H$NOMNGY&$2J>AGFF2;V0U3$H5WD"7E2U9L3 MW7$=4 M*1'ETFF561F0*=??CIJO?<&V;*[%%7P?;:`\E((;4/PO594G-XK5F:*=2[]4 M!LT<4RU..`NT`PKN.`SCK[B\6IS<'XYP-95ESEY MI>OMKR@O]`U%13C"5ZR4)BOF\0D842M>^*6+_K4].FO$7P`2Q+#Y-UQ,;&MX(. MCV8:R?C__07ENZD>Z9]I`)G\A(&K7)F>XEINTLWC\*I7*'FM,9N`*,47,@HN MVF!I%?WI,2<<#GMTS`G`M$=Y2B']=X`D"_A#P2#6;UNM]!H377-$.@#],SAX M\$6,=BVM!8IFG>$"4$FUN0SU9H!23'XHIG,++[@#8F.AE+.%(@#DW7]1;_T^1V:`\[VO1*SOGV&Y19@A0\)<$& MR2^X\3IJVRN*/VU?LGCSI9%PA">L_2&;"A(SXG)'R62.WVTT*VY9/JBB51O' MCF1S$4ATQ;@V%CU)V55;HB@:7>V&J_;!T03HP2DKCF"%XT^N'K)1@33!0M4K MX.X2&&,T:TOB&(IAUVVU9I=A'%V6ZS9?\T?!C)CCNM5X*MSUY2_7@X1G=`*D M]$*NAR//:%WT5/ZNQT'/>*$,FA9<]=QV=Q7I5HKIO,EG["M4ASH_0^@@6P"! MPZT_1T%VM0M<)7ZI&*3OTS1X'0'CTF"HL-J\,/K`W#-F=E&N/>I25;B1S( MBZF:MJ$I4.`DPO"6265=&&9&G%OK@B>86MOVO<^[C.W\MKTL?6ZM3OT>$[W2 MIO_^@NZ(W__;1U?Q?8[#L"S880_D-A&.XCR_ZUN"M&5-9K4+'UGM3H%KU?Z%*57[UX0(K\3>(KQS$R#S?O< M:/[$*R_=7T4^O,LV\%_"WL&];H[Y^D[,:KM>!/DL5TB.]7"]$K.Y):38"=RM MM\PTC!C9U-RWRM5:S,+06K3RN5[4V8Y>:N+'8.AZI.!!?,0[]27SDFQ94EM+ MVC=2+?[(Y[N6?>6#FH]S-Q?>LIJV5I/@.*'F*KTLZ#P6=&@WT_.Q/E:0(%[T5I%P= M]#)#+$RD[G80MR6JY:8_Q[`@#'(9S=,$`G7^:B/(YSZ"1`/()&=XSSR@+Z%M M1$][RNIAPWY/H>4CQM?)3#Y3UM2NB([[),EP5M>^%Q;TU-#VAKJ.7HT5@\SJ9CJ!,D==%K@`?\J?8BC M'4KBMO*.0>:%OP[5ZKJC&9[,.O&A2)*<"OPXM/8:&R;E&61Y`G=?.5L.+?W6 M]IDMYG9MQ>I0L;\,)8,T3-+G[3*4#](X#L[7=!J'.3U]E3D9F=J]Z)36OY7< MP36(P#;(;#Q[JSQ!:W\'X+IXX9`D\M/'ZV5#P5[21,.6.1%:I_G-`V5N#:(< M\I* M>7C^=X"@"LG$!>RZ$5D22JV=['H$GR26`L=7);Q-YOC.2+.)TBA%FR`,2BM> MI>!\2N+W((5_NHN35G,;"L[;[18Y"[XW9*-B<:0]3Y&@)`:P4OZ&2%YW8:XJ MZ0B][#DDY-1I+#5QN9'GBLAJC\+P[J/J:H2-KM(49"F*FRMF%H;Q5^0.J(&. MS%?FBA3V:[CR_YZGA>^H!AR#H>8Z9S(#3(T#TAIRKAC@)PX/:7<&>-+ M-D_I59DZ4Q,C,BG&$3J;ZVW;K#@P:MLQ+\[!_YD8YL;Y1/^LUD>5$`.G/-3X MT_@4)]G.VX$Z/\PS2HE)RBRF.-#X4UAO'P+O#=ZEV>DAAOBEG^$A2IY!Y^Z* M_-\]E#HT"P8*P5$^,<6TZTAI1-,*?ONT)=:!U1QL@JD@)D*!:-QM?/*>@1?> MIHAKK$\F`DF>8-I`#AGTYLLPZ"RTFJ;8096GSHNRZ(W%061>[NX7>3()I#1S MX'[))8/P%B^WFA;Y,B%C"`YJ2F8'853P^1];A3Q3B;[UYR?OA/,J66`FKS:; M).^J$L@\)*'A&/P[2.&=W@%%@%#H)WP@*PVY[1#469[.): M0G\."8=S$0UZVXITH9I@^U_/5(E=9P`:[*;"4(+,>26?'\Q$C]VF1U")W>YB M,W]%#>NOR5#/Q6D\"[I;0#X"G@V!UFL6,X&$""9)(7:9Q1RHJ@SAK<4881XS M)"BP.8T-LKWUR/**:F[76<"+GLWR;Z4`^`Q?H.0=?V0C>%X,>#@FD%A-2L![7OM3"OUM=%_5$ M45-Z_EW/@J0-GN+3YWJ$@?ZF[!LNW(PHT,:IE`#UP@3F[_ZN@1.-27&]6HWV MUNH+Z7JVG+/:8VS&EK_1!'PL9,(!SDF1:A#%P1L@X_5_,9B1%9IJ7OX:RNBS M4-NS[\3+*0;?MO7X?E#0=A]!OO]0N#JX(\>JJ^_@WAB*1G>E:`29_:"(6[@9 M)JF0[6VELK:LTG=F.M[/40(V\2Y"-4O@%B@]3FC$TUJ?T=TE)J:[J>.0,&=+ MG5K7U1N26XQZIBZGJLT+V.$XR:O(?P8AXH):S^)LWLK''!43;3DA5V13KC]Z M>QM7=_GQ9W"$8A(J>+'&/X:9?"&#'$E7<@CP25ARKGC?-$.@L7'2X,9==;=5C8I+9`M*:%O M5&IS^[373ZD0Z4UK:Y2GQ9-_&P8'N(FI][)8'P./17-I7J%T%H6:G_92,!K; M`;0BIUA>OK,.JX'VR`,T3=J,PED#3]YD;?#A=GO0.V!_AI?;;\29W:Q-H>:!&8V7&)3&S0_@W<0Y=1#6?]L17.RV0,_#\%ZV]<_M$3IZU/Y MXRLCL$ME)(NZ(J:,V&WCA$;+(NVM]7\((H"%!\%Y$+O:F5/)`J!7G\ZO#YI9 MH17YK"(8K_,4@I:FM9Z,KL]A][%:5I*IENK4/Z,J@AJEJ)L9"GDJ,*+5K\^_ MN.Y!*@,21V!TW8E40+QKH\50O[F?8%41J8YZU?T,JE(H415-[F="5<*I5GNJ MI3L])\=&K9W45K1O&X"6-XZJ>&A`#;^2@&MH#7(^UD<)G5(N[ZP4Z-%3&;&U-H=>I MX/O)566-(?PX6KX*1F=U7J9@%%)6UYO2W5U),HM43`S'K\WU8`$F-BPW#M>C M`61\EI7.J^N*>QE369>!8REP.I)NH"?%VP,)K$!38%K`@D/41J:/,S2P=_K&(P;+_/D8BV(7GYX M*UY[FR_`?P$;2(E??B':U4G_[[P@00F;2'Y]']D">;O8?R#E7_JL&YBOPGN+;!)CCB>[1*2X$-?JU?T/ZK(\ZGM,V*+"`'C7D!N.O\+O%J4ERE#0IY+*>A:$"8OVM!-&U^1QHO_;28"-(>-%V#E3?!&&>4;1)4"PUG8CI[N)*O(#DT M/`1+9F8VM^/>+O@RL=XB"_HE'HO?J7%.9JE=-[3H0%3S[ZX;761`$A/J7??\ M%T&,?S.Z[O0OLZ]&D?]<]W83WH;R7)SKWF^BT-%T*=-5#9TW/GJLK.N>;:(H M"B3C=M-$JKO-.N*LJM#2EEWW0]ADIJ MMXJ[);@>624GH/8LM%H156?AAR6ZJQAU*Y2"JMS:.)3:%&X&M\@`0U*/:CDW MNKMQ*&9.UQT=%4UOG$#/CVYR\0;`ZAED&\3<5.(;0(Q^GAOP%'CTUS6H"+HM*,1W+IM>CLG?R-!6 M"@/7!I@BTGN5)^@H0:I1)&GQ'Y0Y"W6U6BH8Q:\'/BN1\:"AD12ZFP1`F?0& M%/^[WI8*X$HQ5VB"G\'&.V;P1,%_@.`=(8CB?NM`>Y)O@;&A;69J1E!3%Z35 MQ,!25.J!];:C@+8ZF:A+(*V`[HA&)]4HR(W,2&$X`],9:OGOHQ=X,:9; M#\=SKK<$+VF)CI.1R-1+D9`W,JR1Z<%;XI@U6[IG0KA*GY)X`X"/$Q.TLZD1 M)Z4\F`DWHM93"U\A_-I66J\F$I;RF"L,8)[D#?QB821LOG@2)YC=W0"YKPE< M*LC>HM7K7('5'H9;%:TJ@53AK@;))-_2\3.(J_]@$"K0V<9#6I%7GIO?0%@A M]QH_09*W<1C$^*>?*>^LS`@&%Z/W:+)OMM>XNT>8_H"FOV!PTOB>@UN&1$O* M?!]D1[`I7YN4K4BY\@JFT757P_%0'$I$KGLDFL92_JUVW8-Q`H2Y#)RK_H_J MS&R%I+;LZZKGHTEH521P5]TB]7&58=I==9[40U%.K>NJZZ2J6-U&4$K(JUZ7NOB)*UM<34*OBZ`Y+L@Q_TM36].83L=5O\UI[E">\<%5]TY] M=-5M'Z[FV3=WYVJ)1X[YD^JB:LZM0,\QU5V$I37VTWFPVO;Z>@:[/$2&C],C MR'Z'5^6^4?Y9]NI:Q8@'3O%'8\/;2367(_L)/#+9Z=$[`$:M16)3`V:P.R^".'SR0`G8)R_Y`BCU MB?GM31`$#ZB/OK"AT]!O8F/M/@51<,@/U7DK-QJ2^)HM25E+H:Y6YE3'WT=? M^/5C::WMY$LZ]GF5_HEA%N\5[V^WX++F=2=6B]G(1^Q6[33[YK05CV+GWG5+ M..OEZL9\")]+U]/VF&.<) M[D8UDZ[4"ZIL-1ZPIKB!*2LZV58I/.&5*U`XM3V#S"H64K#Y81>__^B#H."' MX3_Z;##\T]]NHPRB1>3A!S^;R*^-Q_L5;I^*T2/(H81&ZM*!*!`/8.>%Q9<) MZ@)2BT4Z)BYQ7=<'I7B)X-'JRH'1V$3(4'DJ5W%")X'0R."G?XM#'T7/ M/H1TO0N]K2E"$$-1WK]-)K;7)$^SZIMLXH3[V\E!6]8*XNDT"0VMTLO4&G0; MF0BX&617N/VV"7.T>LBQ!SU!698$;WE6E#Y^R=_2P`^\!+[5Y/*JK/"<\3YF M@ZFBO92UZ4_ND+G*U/-@8CT-KGHT"VT=\D/AJB>R*"3M9]M5[V$&ZXG@&$+E MNLZ)_II/K"T^B_QE;+1H$I?K^C%B--GI)/(# M*0]GI<1I05HK4)8^JWY#-TJRFJ2+ERVKV\A2$<[AJ:LOIW3EX?)(AJW6"U- MV-V*)RKM2HXD`QNYH:D$=S@4IHCB8M/!:FW%3#8L`$O*](;C5;]QR^M!045[N=9;29#4 M=ZB[!E_S"G1QI!V/%6,Y7;U#QU#55H+@P/+C:II+04ST71-< MS7$I"2#=6.=J[DJ)4T=34;N:EE+^\`U\8US--RD)#:7@JXH26$8?,WM?MH:] M7F^+?6,G-90K;B*&\2B61,/=B3_`G.8GY.)$[&.S)&-!4!TJ1'.KH;0^9Z\: M]FI6H%B\R`,%-"1`4E)WSHR.[85`>A\;XX3P1A"X9?NV'PE#YFM5KJ M[;25IKN]Z>!36/@!9`+M)C\=0L,.K5LR?BV&UCQ5^P MVGGET:%Z#0[:S8):SCZEM[?FF\G#N=/&&I7$9X[4PG4/4E/)6M]!E%,7O?[9 M80L<60)VW<(BK^`@NS`2'F;7%9ZZT+'Y7U>KZ)A!C_'.7HR_&DMEM[B\<.%1 MV8CNNKDLOAB4_22FIVA*SM`U,J[[@XHCQ=5(:+F`GD7V'7FP.F*/Z]Z=\O`T M$HQ>L:;Y._D+:,-(A6T9A\R]IVSQHCL(,J">%3D]#YGH,GAPV M0TVM7B#>_*]BR9,UHL%:*\;O+#@F!:P))EJM"$!7<3+O`J#GA.W(P9?VP7'= M\UIJ:_;,DWI.U\ZZBJZ\='\7QE_MI#_T_YZ7&0Q>XV<`;X)-$(+.PKW&B,*G M)$9"B']]^HP5;?5&*`O,\E/QC/(I*QZ7D$::8R7Z:88T_>VC7=_4:H]K>-^* M##&O.0IYX%)Z+0D&[7N.5VJ7*@!+(@VL4-?%6_GCO(Y$`/;I+J(09S;!DU]J"E_ZD10<] M/QPX7+"AP6>$2_'.&-X?HH.>'PYJ^T-V\!GA0E#U_2$[^!*G MXH[//V0TJPK;<%ML`/`++DX\>;+,"#9GN-[6*A7.3-HM[5*,<_K=IVF.TH*M MXI2[",0N5N;0V@H5->ODQ4,%Y9F9K04Z6DTS.Z*U0]-<*..9\\?"WA1!V2@K MV\[68#@%Y))BL9K+SP(ZT?=`2+>CYD2T("Z"N)@2VOD$XM;P'RC#72U6;/=& MIVAC74\5:6]?DS/?J;@UG87/W51`ZZI*IG.BLAS\)^$R8@Y?0@SJ1U>KA^LB M/[B(_6W*&-0@K1!!<1%(BSE:-3BZ&A\AZ$JX M9`80`$AM;[J;'<"\DZ<8RHXGX5F2+BRAN^P#9]:GI+.O!*PT6A'B9_%HCH@O MTY*GEAOKG'3:4R#;LNJJI7<6O^6J7)D>?![&;^H/%@+N+;M)(* MP>\$,8J\3+)+1O%O'S5S#Q4XWD;G>=DJ^FK2#5/T2`VU+$8./&@:&"MYMC5` MRUBG%J!-N'8WV+MICS+KTBN2'>'CV'*P[>P(Z)8$_\CAIV[?T0&^\OV@(+"E MBI)+AD",EKK:0"$8(O@Y.GJ!_Y0$\/4\>F%9IY40'L7I8"4F&Y(39'?>!GGR MD(*D&`WMTTN,/&8V-1&%_&T#TO0%[F;/;YZ).R](_N*%.6G=>3T,$/7OQT\0 M3R]:[2'3<.U%7[JS)WJ;B_8!7T]4N`:"V M]A[S9(-((I"L.I*!23SF"([U]C&.GD""[A)X&V,Z"'0R&AL@Y0E=AY^\#1KP M!23O`=QB#^&&NM#L]G8*"H2(,7J"\A+[(!,:VJ;W-8'+"-]=G)+MU/Z%<85* M#&!C?KUG[/3N9RZ4#J;DW,]XZ,\6]7-Z3Z$U_73QV/4JHVE+'*YZCLB"R!7 MTG<]\;DH4%(<@>L9T45!8RD3]+*BNX,13\7J>M@A3T)L/X5DB>S"'D.JGRY5 M]G/>J5D4(9+`4X%S\=M'ADNM0/MXZ:#1;WGW_>`YNB;.U72AHLQ0K\7`:2@@ MCQVB;<>P_1AG``IH=3Q%*[<_TJ\$_ZQ2_Z=Q&/C%ZD605VIH6F\)G1M[^2LD M\3J,-U^L%`@HTDO@ZB%AL!%(\T_O8*74N.DU(,_:^&>LQL)SU[Q3-,HXPM/I M-UR_,:KU6VX.>?JOO31(U]L>5:?B__/N`\'.=LH\'%#I'KR/2N88A[2(34RT MMZ4"%AMX$`K?N^<@+4T:Z%_4V=![6)I!<^9K;^)3)_ZHA)H^(^$1K!35`$GP M#HE[!X(;CM'!!OU5)K\GD+SLX4LJ-@E>+W/%-]I!:B(7EE17<]YYV(X&$2F4 M]P(DBG2SL1]J:\,GX*&G%[W$,@^%>'^KLVLQ'/<1?)1SS'$P;R*QOI9*4A2I MK<26B-K<#NV5G4N4>%I[&]07IL[(?T"Q,VF3I?,9>.%MBCC9RJ+PND_B?+>_ MBQ-0%=5C;38#`QMTHKWV-E^`_P(V>8)#`_CWFVA/PYZ^C55Y_18&NR)H09Q: MX2%,.RC+D3@F.?63]!SL]CPF6J*CG33M7UL"2P(EUASR`ZW;6NS*D1[&P'+` M7=C6DT3^[UZ2>%%V>H9_3=XY;)K*"`:(QL>\SL12R8@L(GD]K/@^@AU:6X@? M*B\L)R:+]34"-7;;N"E(Q`K971SBG$Q%3I:GGJ7,/+I`)2+5&=:XBJJ1+U$LVYA!U7^>-Z MLCAQJ*25>UIYXIR"3MPJK)43SBG,6+I"M9QNKJ$D[4JDEJ'-5=CH]F>];&JN MX<3UM9DN9]HYP"7ABJ)5W<@YX.3MGM-5*9J;A_)`US^3.`4ANLA&2*&N5C): M05J0L/H9TI=D7A"1BLOUDU@Q^UA-)"$R&Z99:0D6D#Z*./;/BOM__1IUR%QO M$:'"3I',O@;<`N[BY*N7^%7R`RA/YG!J<)-6=6Q2R*N%N5^F="]-=ZWB.%<*XC7S8IO/'F-LC\!+LHF`;;+PH&S*]2^2H MCE^;&++DN0AV/A\9212-RV7':"DH9B(@TZRC M*H7.5#]@S? M[(&?HYJ)5P?TK*4W.6B!QY?K)`+JJ]E3$OLY!J@L2G(2WTW: M0QJ=UNTW9%8"U1%]C5N+_WN0[57FI3JFT8E1TU1!>>B3%\'CC*XFE.RAR#B( MC+;W6,`,WD'K<(M/>YPOF@`E/QR\Y+3>-BZJ;?HDEUE]L'-YW2?92,[K*R0! M5W^O78\04=^ZJF^6ZX$DTHAJ7*"N1Y:H[TYEUL/UN!-U2,7XZNG"4>8FB/;= M7*RJB?K$<"0T:O,YY.:1S=\JEIO8X\L%"V] M@3+&31#F&4UZQ<.7!DZEM*2$J&IC##U4)S.8VSE_]=PDP^1!V` M]#.4UA%-ZRV.G[N/V@*`H')NE(\MY]'8>1QS2USN:5YOMRG(<*'X%/X#AYX& MWALJX:'NGT,\TJ)?&IY/T9[+83-VV(07:SDY'(C,/8D]?=5ZV^1MP!24^=>1 M=V)9W^IE#T`F;1]6''@$4W>;DA:V$.DF!PJG&.$8H(Q*BE$86PL9-6ZJQ7Z] M/K5B')H"@M803X*#SM>51,\=!&KI!73="2P!I M]H)QW2:MM4/'?0!=-UYK[VFM%V,Z<_;L03*T#BQL?`> MEAC)ZOGLT_EL9KJT868\U\]1_(9R8:%=>!\=\PS^'$<;[&L#CXDA*(2_,I=; M>[J7AQQ>7HV/P2KXRB@-2D='>-.=<+KQ!GW_'5V0J[T7[6`?N!CYX5AX665/ MD&V*_=N([_P]Q5?M%B/"U/TYA^QAD&%.4N6A%AS%K-ZM<[RNLH88=,?V[AT) M'9KZL&;#4?`62N^C)CR^^DL=V`U)07Z_>%]5B;#$@U-,?,#HE'N'[08R"^LM M,HR1\]E*S%5O9*.3_`]P*HCXG"*($55EO@-B#MK6!I28K[&/3#3U>R27@C1[ MA@OS`+^[B@^'(!/+!6)V_(DFW,GY;7J-!0<_2T%*F$UU7?,Y$H+BS*_K&E!E M@$59*M?UF*(`CL'WN!Z48^STLQ0;KH?AJ&U0';G#]3HQ:HCJLTFN%Y,QC:NL MJ.%Z$1K3^$K(,ZY7K5E,5X'IA&QE0)U&<3E<99VZ6+.3AC?X/58=XAQLT M*B#>PWWZ"I)#$U!NUY:,2"S30[8I9>OT.9UL**Y5X*9/3G8DFV=>;`4[29]5 ML+II5'+.,K^?C>.L@+GD].@#V3S,PJO8/L\J M8"W'61PM>WXG_(;\'$$TJDLFX7-6L6O3<_4M2'F3'[0WP!MV M#31=7H=2A9QFT_D-A/[UZ2]>$A3X%QKT6V1$/WT"AS>0$+C*:;]O-V44\9"+ MYXCB=+<[-WC%XW>FS&^XWJ[S#'+;D0^7K2'\*49Z:UZ>%-.C6T&F>N+@:PKN MX3]IIYO0T"J]&#L>K44CA_BW_O0;CLQQ^]-([S&316`?S#H.D M-7;]=-`O;W)V0][#[KHKJRQ>FLR"ZXZKY+>8>+2']T`)SB_.GTTJ.*3=6&V9 MGWX:'Y>YZ5AH#^HX&49EOL83!]F]EVPUQA)22"W:Y6HK)6`:I4H:ON9Q+I"" M,UM!U(/LS[D78D\P_Q6.+54K36%`PSHG)@6KHHYNIZPP/Y[,Z/#+)3/*):.R MDUWGHLT!*'1N+K=,=.<:Q^FL>M6XF^Q6T[)+6K1PF"FML9=;'+WZ4'4,,VXK!XF,LQT]T"24JV.M):+ MI6AD2Y&&$V-5X8_$W,"_8OX'[:FZ6)W:)2%>7G5:0DQ"""_"+`G>\I+BHJ2! MXJ4JCM>(7UWX$^$@%/ZSTXE`8=WQKIN!!!ZX.D:/]O2X;I%DFWXFNW5Z(<6 M=8TQ<])86V$Y]681->8/)$(>DSJU)\_XQY8[8-([0'5+7.X]0`E/&=<-1.!C M=#\/@<[+J3/NR"&R9,LIXJ-D3SRM`E/B+9Q`D(&'X!U=H9D7[0)(4Q$^=9=G M*(;P`.<3_!/#>/L-PI*R#:"C?,)NI&^]DF4IZJPD&/B%?4`XJ%=XH)G-MS&% MJ$^5,,9R-9O5KK+>;FF$57,[&D_;L,`Z[/0>[). M?DWB_'@7)[VZJ0R)7KR_5?U$00>!6#%=#:^[C;DUI8(X0<:$AO;I7<$CLX.' MN]":$K4T$AUG52:'.1E>+Z.J)Z'K2$+[I#*>74M?0U9#+->T1^QD91Y('LN?541S.Q)>M/H-IKV8F_[^=/]*+=7;2[=L4(:?Z1J.[ALF>N M*Q9E&=6.\D/UE7"]ECR=0V[#)\*7NK[]Q'ESH=J'0]@<5V@+F`.4>''7S5:R M6<;)[/R2D.,,6-76*OW![56B&G!([U&)RD=77Q8^*A(<9`G6'RX7K,4&N-@` MI5)IXLM\$QR+Y8I\5*6GOL?'RGHK^-&ARD5AD$54'R6/K>@27JZM3QXM^^%0 MZVV+TFC7$>#$0U]$QEB.Y4AA'$(+>+FG$HO9U][F"_"Q4`3\LE&T,^[KPOL, MQ:^%UVTY.F9]6+C+M)P6%C[&TERP/L:SQ8GW74[/)*=GR2E1'J%5'+T#^"1# M/&[`FU&1BCKT\'Q0FR['P=AQH"_'LOO[F%@MPM&A2"25`[O/Q$C[PQ+O?0/P3>6X#*;$*LGD&;BO0J\G_W MDL2+D$_$.&^OSM>'IUEGM.6L&CNK6HNZG$0%V,R_ORCA08[`K(@2?TIY79>3 M9OY5Y"[7Y1ZK57PX!%FA\X]\*((C3@'`1@;>-%-Z&P$*.1M7;@P[!5:EUD%C MFH2KQL+A55K5KK9(#K#EB(LA95-!.^^#3F0)UGF69E[DP\^@KZ%AG>-H@I0_/7QCE(=:)%-CDJGZ M[?J05XD'X#^1TR6$[9.7?`$9@JA0!#0I))!J M#R099(Q>$\^O"P;-Y&5OS:6@>(:?I M,+T"RPUD&E-[O$@C.+;FQCMMG$Z6[YOI[M.SNQ-XJWVY)UNPOIL9Y;C0EXBZ M<*&>BY+-I.I;;+$N]^0T<*RWJ_B`I)?&D1OXJSC-TI<]7(IK+P7^DW?J73H6 M-JLPR6]MDCD[6W-0&X=6=^DT@:",:O-",+,SVD^N-L;+S:((G3VF>KE?2C^- MIFISO4Q=TB%QP092CSTZ/DYL(N@25MO'N%T\G&O2$'M,BT>&/8//-BJ]8^TY+X+"=6""A[_((K MY[9Y:S!QCW"-CB#!X;P%H265DL^ZU&#G=9)5$;O<(UW`\NI]F\F;2Z"'JVFF M]["C.F<@*CR%>9Q`@=7HVLA84U\.&0D78QZJ2`J)(_Q,;Y^2^#U(X2SOXN2F MA+DF`O!#D=3'FLF)F^S.("Y%"YYGL`'!.\((2I<8*A[V$IWM,B7M35(373ZP MUR`"VT`LSYK.B'81J(X#I+*P14,VI0HS#SC'3'IF>X66' M0NWAU1<&^(:5G+["D$;+HL(/KO8>N@)`5>0*KDF`U#EO.4XU(>'0+SW8&;SR MNG"Y7O=+DEG2NDA=+P&FC*7*Q>1ZI3")\ZW!1+I>R4L"11G^S_URFXHG69*Y M:G#\EPN3+E_`#OWO,SC&"=)TS423TR>+(Y)1F]LILH(P#.'VDY],EO)0:]/Y8\2/@%2H\WA[&K?.W,_I:HK?;DG]\^YE\`) MA"=2QERKCR:3,F'UINPH-HZIX!HH3'`>#ZWB2K9/MBA$RT%F(V3O%;ZQ4F53`U9F;QH/EGF*[JJS#/L'4]K M;>/@&D&[L&_`>DF"8Z%$\@C^'JUV<0YS@/^E,`! M\FA3I@6(L[^"[,J'TX%T6#@O#6&KO1?M<%*1VR2)DU4,5VJ#_58XQU]J""MA MR$J+09ZLVE@V3[W*"G<"C-70N]RSOXKAP%%:EP'OJ"O6VR>\8L7%>5I'X6DF M;[XZV=PJ%-H#VZE!H[^,I@&9!Q]A;J?T"A[KX[W<.AKP6:U&OMP]E)B"_@2: M)9<.)A`>RKW;10W1R[U.7O*W%(I\\)^W[\!V/J4^,5P-'*6Y'4TB#4@QXN=Q M*'DKT#EJ]!E;/D__^B,B%J4V@?_Q_P-02P,$%`````@`3V-B1G%OC#YU00`` M]HL#`!``'`!P;70M,C`Q-#$R,S$N>'-D550)``-%G?1419WT5'5X"P`!!"4. M```$.0$``.U]77?CN)'V_9ZS_X';%^\FY\3MZ>Z9;&9.9O?XJS/>;5N.K)Y. M]F8/+4(2TQ2I$*1MY=>_*(`?(`$2`$790(<7R;1%H(`J/``*A4+5'__K>1MY MCRC%81+__.;=V^_>>"A>)D$8KW]^\_G^Y.S^XOKZS7_]Y[_^RQ__[>3$F\^] MRR2.412AO?>7)8I0ZF?(6_C/29QL]][]^[?O M/&^39;N?3D^?GI[>IFE0$GF[3+:GWLE)V<"OK"L_>;]_^_[]V^^Y+_,DCP/R M._?318K\C)3V`M*)G[SWW[W[X>2[]R?O_[#X[L-/W__XTX?W_\N73G;[-%QO M,N\WR]^2PM_]<$)J?/#F;^=O.:[^GW>?Q)B4WN[\>.^=19$WAUK8FR.,TD<4 MO"V(8LJL1R08XY_??.O_^*QLC\]/Z11V*@! MOY1U/IR&,<[\>(FX*E$8?^VI`9]!YGPC0I6B6^]^_/''4_J5*YWCD[7O[ZKR M*Q\_T-+%!]+,N^]/OGMW\N%=LU:VWR$LK4:_R.OMMEFC9SL4Q_NMOSQ)49A1 M2$"U=^\;E6(R1/E6+H0@2T^AO5-2Z(240FFXY*NJZPEUH$Q0=Y.7]P^G["-7 M>DG0F:7[9G&,EF_7R>-I\1&8^B#(8IFG*9ER756+KW(Y!BB45R,?Y#70\W(C MKP)?Y'7"^!'A3%Z+?9-S%OOA$LNKT4]0ZYU0"X=+>1WRH:-&MDL[JI`O[3J9 MGZY1=NMO$=[Y2V2"0[+<;5&H M42"/ZR+_"53^Z,=QDM&%B_X-O^QV8;Q*BC_)#S`[?TJ3""T(.#WXQ^?YM:*K M6;$(GT+QT\MDF4-G_3BXBK,PVU^3!M(M;?:-%P8_O^DM476E[$R`5F$(^9QU/YXVB;1IIZ3[6(6_R?]]]*/EGE$*WXB?Q>5BQ)] M%7$SV&#G>U@^R6%,!O1.2'V?R,04PS^!S+B52L>;*PQ3J(0-N'` M._3_2';H"PDTAL5!I2R"@O?ZV/!^TVCK[^=L*&- MC6NBDF^1?'2+;XIQ^J%OG*H/V$M6'B,XC8[VZ-QO"*XW2120L\O5WW.R^9W% MP8S@/(5#!/F$8AP^HKY!-".A&.O?ZX_UQ<:/UPA[8>SQ7?AWCW5B`L%Q0*"Q M:)O34\'B/T:#Q;22#X;)A8\W'Z/D"5_'09BB97:)=K`K:^ESNI450/B#`1!( MBQYM90LOW+8>,%&%9CZ$4Z!537R!]\!>BPD(`TIIOCF)U0-1149U"7Y M+YOR\Q!_'8H4+4+]H__NN_;H-XC"H`/A:0T9/-KWX3HFQ[6E'V=G2VI.#./U M'9G42W)N,QMO35**$7_7'G&.K%?3]4K"T]`/'?HYBF!C)AI7ME^D?HS])=WE MA\YW$WH*$+QO@X"GYSV%V<8K6O.@N0D&!\#@RD]C,J'P'4JI2FXVZ-VU%4/\ MH3W$)26/D&*'@VE,AX[II\2/[_T(#9[+O004(_M]>V2!F$>I47WM5S\-_8<( M>==QAHCL,V;8GR;Q(4>!U0JC##;&,TS^@8DR_HD(.8RH7`TU?$U:"AC\T(;! M+2,*2EO5*L$`SE)ZQ3.-_N#1_^B'Z:]^E*-:WH9CWD]!,=*_;X\T4/,HN6E, M!Q_#?+R!_X%A[)&LG3&=B/>;),T6*-U>T^MQ6M+P5#:`KF+\_T-0V8':"9#S M.'H3%H9BX8:(<^VO$6RD>!;/D1]=8?AZOH>?AF[R`\@JD/"'-A+*)J@.@,GY MC:`N)5K[*DFI1N#YV;1:C("02Y22V9Q1NWVUH9)Y_0L*UK"1DY/3(]V^AV+E MH`84J!%,?'5CDZ9PQ)7D+)-L^PF'VYJ/TK0"9H+-T@!FZA5H`N*A>]H]2A_#)5%'V;N*0S9]$`9UA]7Q:)'.T*Z;94"@,)JX`AF`<90UYT%*Q4G"J M299X=6L34L90?>FUX3+HQ%ZI4)-*54[ M$T(.6DO._>57%%#O=104A>+U@'5#14B!`L&L2HF>,*I>0=:KZ(*FD6U0U_7: M?CK@C.8?]8C(!"0BOD0/AFM%9V4%%@3#ZM7SDKK2TI&^1W&8I!YM=AK8H0-[ MGJ1I\@0N"+T'AZ&JQ`'D%>`0[*=U4UX^G3J.YF117(KOB72)>L8Q"(;Q+WZ: M^O$A)O=#Z/@>'D`8@Q)*D`BF%0Y\A0%C08F(`QVPY$#9H1C0IZ88?L&F.KWC M&G/4;U'V)S^,9W'S"JTP(I(E'\YT0T$PF+@"$X(!E#3D04L0D45UUS]A92A6 MRI,<>Y-'EO;RAZMG0G2X=6L(705"!(LG(*0ZB4XO@`\%0N5-=1W#`9*,V8V? M?D49G`/9DEP_NP<=@!PVR?1[C%72G:W@Y3=9\-E+/?:PYB+! M1)D$E8\^`K[S]P.<30]M0P$2B>,IH75"B7E\>]Y=--WT'_*\`,(#5%H"_>M` MU<.,H@('@G64TO,*@M.X'Z!OP``M_.?A.D,/`<6H"F9-1@QB0DYC>H"Y`:WA MOW.T(^\%,V1!DYF7RA>>4[RW$4;]S[F?DD-8M*^^<6(U M&WA-4HJQ%]]YHP@M8;PK^A`7-8\FQ?ZP1T009.4^W^V8/YH?#7XCIDU,,?*B M89$C6`>&F>;].#Z::Q!%DNXO_%U(!#Q'U"S'7OTE:6FT8U&)#[A[&*4A!7(D M_I=EH_1\^(6TL9FP,OP1$5ZFX0YZ-EO=HBA`R M(*<`A6!VE`>G\W[#R$T0>(E0909(,*>J`(1@L52&+9NP<;SX909(4-'H'_39`X M;O@S`R#HT%$,OV"AK%]<30/]"G&P#$9_,'$%)+K?@&O%Q)I@\ZK!L0P`-$(S M"B@))DM5H*P)/"\9,6OH8J-%50&-_B?C>%I3;`VC-10T([2I@)1@\SPLI-8$ MNJ/%UC*R>?624$!"L'B:!$":QM_.@%N#T'.$#BBP)QA71PV^-:'S!:-P#=CS MM(GVH^CWW5%&VQ&Y)D2\U+LB`SB8451@0;#C=KPQFI#P:D':#*!Q8!,*K`AV M7?V`;1-\7B%RV\!CE1%Q!60$6[!9%+<)-B\2SLUTA=$CIX"&8!,>,[3;!)RC MQ7@SLUH<";.*P>W MHH"18/0='!ENPM0+AX@SVIP&$%8@1^(-VQ,N;D+'JT40,S.W'-*$`C&"1='4^V'S'X()5Q)B;$*'M;'&C"!TU"XH<"8U#TOBCDU8>^U8 M5"9.6J.TI$"./'1J9URJ"4`O&Z#*Q#=\`%T%.`2S<#-8U02&HT:M,MI]E&04 M0RV8>?D(5M-`OT0H*X/QUJ>F&';!>*L*:S5!X87B6QF@P8B@`A!B.(+.6%<3 M%%XLZ)6)O\&`JAF5Y,2KFVL"Y!)E?AA-`-$& M2"/DQVQ%`WY43R]FJZ;=/`[F5[/R^C4@AX$H!SM5^8O"<_H.U%*P5!1BJRQ< M%<4V[.SJ7#^8_R"8=3NBJ33>U))?VP^=0,6^FE6WW('WFXJ7ZD>-*_'?>@5+ M'L]3Z?;'49^FS`A3IH[EA`+^97YE>BDU,*R#<0-J"E!*@9;*'9Z`8PR<^W`=AZMPZ<<9%T`R80&VM/;A`104`!%-O743C0"412/3 MWCL>'OCH2E_";,/%VRUP@3 M@EX(0??Y=NNG>Z(H\2-?&.I!7V*E*P\I,S@94U=@2S`VZV"KZ`35HQHP*^\C M&B;+VA=L@MK(BQ6GBE>/C\98L_3I*N`E&+6UEJ[&BX?Z5=6TA+WX$B8#`FPG M$*I./#F.1%6!*<$N;KID=<"+;I.L"Q.B1D;419(2%G?4O)G=I4F0+[7-8"-2 M5B!+,+'K(*O1`:_NP;1!H93[677AU]:X252I^L`E$#`@:?<*Z'7MW\M$:]^!HEH&#HLB0AU(^; M'P5;N>%*)$)H6GO&Q@EUZ^.+C+#P:-)4H$A0K+T0NWKL"D8-#6S^+0/-775_H/K*N5[QV0 MX7H+P0FK_GI5AZLGK=/*=QQ$:RG>PPDI<"88N4UP-BG8(^&D2,/!Y87CPJ17 MBTZ="F2VJF.K,Y^O-F!&H*A`CF#$5N82:2Q,==/P%Q?["[KRISO(/#8,5Z:-**`FF+;-H":"BP7\*#OD08^\A[W' M]VD"X,@`7&Y0D$>H:]'ADAH1M%04N)_-H'AX3Z0(%: M$^._3/`\]OK(25N&CR,OG`>VW@O>=]_)HI0,6U&Y/OVN`ZK3:GL,.%=/);0. M$(K2"K@(-GGND<-T#!A_2*OU0'R[=TW^@V^0#^4#+I$*Y`1;YFE*)C%]5M4) M@#%H*^`B6.@;<.'6D7J]J/K@T4YX92]:P6/I@Y>B*\7SL0EFA\/L@D9OQ==Q M`P&?,9'R)_2(H@_7\2[/L#G&AA)6`*POD6'3_,7:!]M6"U>T#Q[MA/?!8]V8 MX#4JO*I_X-IA_(Z(%L**1_6USN==$M_X&<3)VK>?_7%F4_;"KUJ2=KV[W`LT MK8"H<*G0@&C]1S/L1M7'Q@54OH.0@T4_):\*F\;:(IM,W1SK\(3D,1?*ZA-[ MO@E/4B_(N@&^H40W3@+VJLY@@=0DJ$"=<&V@L3!R1>B=8\U7T4NG$#T MHDK=;1*G1]3K1/(*@`GW!6.J=GQOINUW-+PMDLR/(#0D9@&RB8J3K./P']`W M9A"58`,/PMYX32EP*-P^=.&0]H@&QB1@8IWZK5=W"V!7&(7EN,03,,<&YI]S MB,&>4?M1A9S_07NFA'_&L/=!P>+1?#L0Q+!$HYW8?9W>*.`MW'@TX,UWF<];PC&,6A65.G67#P\MS"&I$H2KV%P_\MX)]Q+:ZQ[?K]Y%L')D@>YYT+]&+H@)H8,12H:!J%+YEIH;>M>@ MF_LYV0T7X18!6@@3?E2H9+U6G=$:4*"P_[H#T,9U0V/E@][`Q@G]81"D/?*X M+DVX&W]E%+#"JW$`$#Q;78)/=Q%^CAQ*XN!JM4++;!9?X2S<@DVNMBFFR?8L M>$0I1I759K%),.+:,5Y.7Z./"O3WW][TK<&R6=%40.E$H&&G*%->Q=7OJ#;* M&(,35\4:W_J*<.<5[/$6+,IAH_5I-IG.IKX<.MS!I?94"'&6A@\Y@VKA4XPU MJ;2GR4^<1`M!=Z$ MFR)CO$T.&"-!IO9KDGEI2;Q:FQY9Q2W>C9^N0Z*8[A(<9M0$F@8H@"=N\*M` M0^KSU0:@13U3P%FX@N*NFT?LO*2E''AE6QX)1_T61_](*/6X6$Y M39)Q)TG];K-XNG\=WR9L<6)7VKR3(R1=3/VE:(8X2AL*X`I76QK`Y5^,EJ$* M0K@O*)9CUIV6RV35HPE\(X-/:R\?0D(!'>$V2@,ZTZ9]%#UOX&E!]VQR.'D% ME(2;G_:ES0AGC>ED<63$%9D>&^&X,?F9:/%A!C&YKV.(W[Y*HC!I7RG6Y*Z> MB\CPOUY?L4221=CZ:/QS MV)`K=F37H#S]WWD56Q[ARRL98YKD"6/-JWB;)H_KDX%8\Z0\3>B:6ZX.3?TU30[>JB8-:H[1NMFS:2/ M'3B+YLB/KC`\A2CO\Z[C>Y1E++/J;$6E+K[AX$R#]/J#*,>+9'XU:T^!L1/>CH*W_K52\=^\-5&J[)O1?CLJGFZ)/24."I^U:O'T^D M+6G"M`D9ILA@OF_W2110C;/6+\D)#^T*M5/S2*A%JPVKE^]`/R8_"%=BA7L@ MD"W4P]?H,*"`N71$,A;`;4*2[O:->E-+44Q/.#?IW%`7TN M5HI>FJ>ZMT;?O>?832FPV?]HS6O0IL]OZ,.UBGQKB36K.V'2(DQJ7\P?M5T% M6H7KGI=$ZZ3JCK'S,Q=1ZC?*><3.5HL-DB9$VLL\/30.7UWMR!N1Z@R6=E4Q M1X1KJH9K;M$*YZ)+9@(!=5>"J'V?@XKF4;*W[4EC:8`X[U$< M)NEMDFDF)C.JJT"@`4>]NN3H]!4($RZPQD;8I!<>B+CS)$V3)TB[J^E`U@\177)M8+Y6 M-_KQ^[UPV543-O5@4T/:B/:$=.,\LD7`DCT1*XMA3;$Q1SQO$+'EBY^F$)\- MB:XC`V@(66A?J1L*I`M77%4;-&02:Z7`9:L=>F"O6^IR;1E.<,*Z*=:Y8*PT MR5T,:PPBRP_")8:X2Y@REDKN1V".Z8EL.QI=!1J%BR<^NBQ+A<,-]BS)(^3"+^P+W\?YMZM*2A)ZC-Z&`D7#I`LYR0!8BIBJC!@IN=MHU)_P- MP%]IEV2)DW@@-+](<*5=58$7X=H#1KVREQ89G018M`M,HS]X];F.'XD@FZ<_ MVY%@B\T(6(`(@0/:B,7;7,""D0(QO8NQ^O)._MX M"NFYC^%UQI94PY29NPBT`FW-U*2^`@^"09TV<$);\/@F/-K&I*R^"!2J*3Y' M$"MFF:&`EOY,.EZ^*Z6GV;K>U3/\4U`KCM.(`E2"#5T)*FZMJ7O#JGG0G_HU M+3M*DO(AZ42QGTH&046!!-N%HKWIHO4@9$"L_7@91F$QR\O1O4N3QQ"3GSXF*5>\!R"FE!0X$4RL+9PT MFVO"I6J2FKP:%2>P'``6D'`2@\E@MN*']1*M4$I#P>@`Q82*`B2"`;4%DKHI M`$@3%F5S$SZ.@@_NYSM_#SXVFI"05%2@0#"+]J*@\;%H81KV4;0+80;+LM?H MZ!AZA!2P$&RDW9J&9"WH2EPS(>4`I&A9PI3E%>,N6$);XS[9N<:RQ9--'(.,6/^P2(EP%$Y73X2[C>1#12S/E^MD,I=3HL MJAH!1(^B`C"B25,-F-I_LFX97MI6;9=$)@P-P%"$P$;\Y]Q/,Y1&^SG">91A MX?=J$"[]S!=Q,XA*/U9^+U@X2W)>1<\K&I)_K($#S4WH,$='OMNQ\)U^=.'C MS<>+F9J5`*LH)4IZ4E/&&FSW3*8R%I@JK667%T`LF3D:] M-&1.6NK+`N`BB0.X6@C._8CLTNA^@Y#HRF586P$!P8#9"X&J#:]HQ&.M3"`8 M'P3W$#I\RYLDC9$@(:&`@V#)U(1#W1)GX9Q`<510E/J?^0HAIZ*`AF#-'`2- M2F>$RZN'I%N=F*]2HK!%TR:-56/D9T4!/(S_-^#CXEJOO*> MZ2\9*?3S&QQN=W#_Q'[STR74;X#@ZGWQX]_89!T47 M37I0"]JL!V4]TQZL?/Q`2>7X!)""3V$T3KY[1PAT]H&VS]=<^_Z.5CQ%488K M6BL(HCE1Q#+N]\?TI-AO1C6!7Z0 M?Z!_!9DV*LH*T.@/QD"HAO-P',`OIC"@9#%:OETGCZ=+B$N:[H'J!YWNR.J5 M?YS41`9T)$^)*KW<:PM&6K'ZZR"A!"@T[D99!_YQ4./H>;DQ;KVJ1/]U4/LA M?9-F#`BN6O'O@^`0^^&2+I;O3#I1UV+_/*D)F'QHN$?T/_2YX&I<<8423^3Z8U.?C"*>&-YS]@&GSAYSD&>%N>W.(PB M<`K[^4V60DXQ3,Y:1&&A?NA_2I-\]_,;5CTD]#M86R[3W(_`"19GN+A$7B1= ML7\X/DTK,J99?[9)3(YZZ7X@W^S;`[,LD@_H`1S"QY1&^1)Y%E\]+Q'&]T0M M](/Z):I$#NHJQY/`DF97'4D$[`W^YWCGA\%=&L808C8JS+@\W_WEW!AN]J*+ MO@J[0=L'E/(,2CX6,S>)8?(&R=8/8QE3K$='G[IN`DZ`M.@\OLS))%O?T=;/BJZ)/'84XSF%QTKQ^O5P M&_PM)T=50F1.,%:&`,'"_.LO9M5,;'1UEOZR?TA#<4'I+645/Q`B:G^)'C(: M`)FZ$PO<])2QBQ>B@JR)P.%"`4)*0`RU60S19=H9U9LA<6Y1QBX]?D'!&C+3 M,7"?#DGV-<0Z=H&>W3D$8TW%(5BPU[1G9H?R(Z$HLTB(YO*TJ#5$0 MBTZ5@R7`K/B9#0+@%YHG9H>00@SMLH>9>2HDO`AG^H/= M5\\FPQ;?=;;'SF*:$62VNF.=(PK&6?"(4HPN:'CU#KYU*[LV]^]2.D^9G:J# M]U892Q'=Z*4&DGO*VXI@N9EMMJ(AK*,]X8#JRAT,:]=V0[4>P!H;WZNX"Q+F M9-P3U1<$[[]0<$:6+;)\71`*25R:K>=-U=ZPGJW3IM7U3^%*DTE6LG&0*3II M+V<:*Y^REG4EKQBL_C5N*F6X55V8PX6>.PNU#GF)F MH"]NV^[JW+$UYWTECZ:AO""_!*A_17ZJSW95P1WN\66./J;)MKJ(P6UV926< MX"_=,K,W[*:"25GVT2I;)0[*:'U`)SC*9QC6@KDV: M17?WZ]PR93I-+:YEU9R8QMTL+>@*C)ZS\RA9?M620KM*8\IGY>]6CKLAHT[R MV-(9J_L*?LHR)7*Q08+V.3)=VY8##!=6F.5E@D!_ZQA4[1;_787<4$`I!_=) M%-"S<)U-#=2L7>'G53_YZ9H1@RA8.4M4G-3_JI;WLSC@LG7'Z\;]9B./-Q?` MBVEZAF(9NM6&H*YIW27)5-*CDA!L)*E"3"D:KULTV8 M/O?CK[/5&7V7XM_Z8L^EG^WC8/8U\C>D(W(&VE_MZC]&-WY,)H+@$B'YY,+A M5.BVF$7O4[@-LQY&.VNXL!-2;@0VAK578 MD4T)AT2A",G$2E)>[6PPVU7$HJ.>9F9LCBW="DZL*GK,])X!#Z%AVRE0-T\Z M;\C`4H/HX93-@IP;"Z4NK^V]W;">5?N_ M9M_962Q>WR89*G;"@^:2BIX3^H0FK_1*H?-JZC`JWY*<]$W1;?OV\5JP<67O MY[%I59'(R*RZ"P"[\*-PE:1QZ,^1'UUA"&'67J3[RMBT()-^1K,=?4,X:[AW M?;MXC+,D_1AF_U@3L$7!12)RU57"+CYV849P5;[5*,5_%@=G MP2.@'+=?4662J^D#R3BA6U5Q"\4WLY)//$NO_$[6\%V)&4NVS+.=RPFJNB:**] M2LRAAP#)?#I:"S9/.,H2.&$D#68-9YT1%3?P%F;A@Q]_%12(UN]6J0UDDB?Q M?98LOQ:C@E'Z2'<`IK25#SHY=O2KN&#+-$CIV.7)=@`)VRR9%T1W3Z(0WF@' MO_II".2J@WZ<20,_F-2Q"_LQ+$#D!WH,?8+[?7J_4AJ!&G*40(H'^(9B.S6A:9@IH= M_QP3'.:\%W77=Q=T.LEA_2P.Z'\%-5:GK),\%UO;.8K1*LS*SV42>P`FERA( M*@EM"M^`?,IUM_+-9-$$M*736=\)+4K!W&Q5O3=B[]SH<6>.^`0L9-)\(8L> M&<40Z8MM`.5O0Z!5CFY@F^X6*^8Z82"Z'AK?A)"R34.AT"K]+3!>>Y)4:RR, ML+8H.NL[)9QRG\':XE#7.-I&-=XA[Q)%80PI]99[F;8I^6B54EGT+V/.NF?9 M51S0J'KP^BYFAA3Z("<@JSKW$.\V)(.QO_3W>`8/!>!RD?Q_X2TNX7]D^B[A MXE#6;Y/LV-(5F_B6!;S8A&FV7R17H/'M018@B9K<"`)6-^&6@..`0X=@.5"4 ML\MHD(://MS_E?Y6O`V5S`-F&6\]]C>K->*N/2K'ER'>)9CEI9BE=9AP;":" M061LE0DF';W/'_Z&EMDBN?%QAM);E(&.SA)$R$(6#*MMYRS`!S#O)N=Y!GG) MSB6^0K)O5O6]3@Y->AGDD-F"GJ+JM%:\1[!$&QU*P":--7P,`P1!5-IVP?8' M)XQ;"KL0BK5S'G^.@#->,`HC3#"\K9RNB]^$P"/VT<7%@ M5,D)PV;!$9]5YRZ)PN6>_;_$G4._AFWN'5=YF@0)(5/XD9=O3L!C#OHA.%UI M5[!JLK8Z36/-:;,H+VT5?RS7;:DOL)0:+%-,,Z.`LF#!E0WOG:5][9Z"6J6M MFWZR7L_1`[S?[0@];E#%C=56SL_2W\'TM9MG_2@P:0N4=QF*00EP;2.RR>DL4FR;$? MPTT/.Z5(^!Q0VP'^R7&,QNU15Y>T:82KWE[' MNSQK)8GL9*VOL+W89'%;;@66ZR5@K9V3_H'<4MG?0&]D$5;Q)BMK+&:8N M!C'>CE1_Y&;3`!IS2!!G-=F8CU2A]F71DS,>BB>F0\'YP=-.ULJJ;U M^/WF]?.I-GO?FQQ7HZBEO-T@'QR.X-.7,-M\CI,'"%G$XM3`H$$*KGA);=6$ M_!Q\:&'(:"CZL^4R);L*)'Y&-$TL>##1C)OTL"V1SW&;<\*:/)(L@&.6BPE. M`EG&VL"CR[RSG7\B87=%_AQ;V-WM.*6)-R/]E3?/Q?;6S$=L4L=A&>"*(1KV M,($@?DHAR"NY=&#MX@S&+%7+G*_E5&(.08=,MBZLZ:KJ,,< M#T2'*0FW)+1CCRX)\&D`4+8OX[/U.D5K<"D0+S"'U'5J<9&SU7@H5_%X&4+Z M2M0(UGDXI6]67`/@I"3T#0B+?Y?Y"6%\Y^/LTD1(G02^7>$<-`5-:'X+(FR] M\SU,=CK$OF6A#5C$=&BY)[+;)&;1T>8A_LHY0,QBQG6G?-05W3("5/IAZRQ! M1KQV?)*DA!Y,P"D=LXLY"6=E43Q(5S]60TY)^W.\\\.@D=M+('"61A$8=JZZ5XCA$ M-SYJAK44O8)ZBUGE$10^0Q2I6MXTWK'`4&\IJ_E1LF(M%]*>6]M;*DI^;VQU M7/+=IHDM[6*1>U;%257,?H9DD.HL917&FFDEN716`D_*DE;SQ1X#*IEJ%K.8 MHSG">42]/ZMT?-?Q,LH#6(7Y9#,?PYBH)J$?W4/8/CI@G9ZEQVO".G_2)JNI M"NZIS2B'6WD%PF5%K.*$Z,T!Z'9"N'/QBU7]SJ,5H4)?A"'4R#A?)2NN7R2T ME/4!=2W:"L$,!%:@69<4<&AQ+!6/5CW7X*/!5._P#Y64@J@3D`H+ M*U^YEIS[RZ^H"MHK/NS5KF"3XOBGW(?$"PC-'J)PS>*RPOCF*495>M0N`W\S M&7`9W;.9W`%WY(UX\88=N";])=FBL]4J20,@-$J`%<:Q3?]O&FUYIF\#& MI>`A0XU"ZH5<9E+L,`:8U+'M=$_Z3A1NC"X1^^]U7"NHU['\4M*DCA.[DM^XZ?H-3<-HBP2 M/9J+D2.[Z%04LVO;IUWE#8M88*3UE4=F=[SF%QV1NYQHJLL9^"I*8M_T%K)K M-#`A1R:IR$'K@UV])O`@FN#.C_+Y:=`,8 M,3]3;R&],_Z+,//?B)[8Q=$0/M@T!/^](]OZVH\O8/.&+'3L<=Q'?TD3K@N\ MZ!6WB<-/8,/#W,)U%E?:"G=Q*`+/N*)%8/P4^@\P(@1UK13IXI>CW6J.J*65 MO=X3=;/OCK9.-RBY!SR(B&T7@Z"%M]PNJSNNRC[/\:Y7W(6=O,5*?:D3!RPQ M\@!YF!%Q14JS-%R3XRM%>#,)H/RK$PJNQUSLN.S M31<<0M+(`PP/8]!R98HV^%0M6,K"SDQ@7*R]*#C?5_V7NVJUIH%)15=`0.-U M%![6"O9[2SK@GU8QP3DB[;]L$HSH/?HUOB-#NT;!(J%W"-S]DT00`V@X(J)% M0NWL;R@J6M5C=D]Y&2#!H23]:-?0=+P&XA`\2GG2KN,!I9]Y5[0JV'??JCL=?F&U&QJH\RW0/KGY=.T>9]K_LLX+-=C$;.:*IAR(?XW`5+BGY\STS MC_\Y]R.:T8HVW_5,X5`ZMJ)'6%!]['Y6-=N4`459PP#_#\=*T*_#=;EX([/\U".)]#?4@T08[LDD>1!E5< MN*C19DKE;%7N6C!':?Y%-6O2 M2K9RVW"!D?/6*N*"$TAG]Z]H3EANH=4QBYI1L%JGDZBC'8"6EG1-5YO%=?RS M1M*>RM?G;`O)@6>KVANP%4I]+'HNBZZ=\F@$Z9F3=%F`*NX@;]EBX\=U+C,- M$0XAZK(0.YZ)ZI9WC/7[A&B"Q9[3B!'4L4=U%W=MP]8S;3MFQ@9UGU,:L,HW M=U!EYT:Z-P8*=UCJD(M^=</#&E9DO&\_`3.LYMRP M2H+Q'R\`_ZLQI[&TJVM8C6;6:ZU=7J>.K=MXJ^^M',.+38KPABC!L##+TUL> M3,C"^Y8N7JJ$M_KL7":35DX"I]C[*,%6#K[Z=P&V8-3G6* M.S':MRBK$S_5V\Z*Z95U=D0^=4`S5NYP"NX)J.8!=PB@4<(E!EO!%5HN<[V: MW'`*MFT#A!,&3O'ELN23WN7XB^S35>\@#"T*\,=PE2'$!9ELZR#:%6S21MJ= M7IAP*"UL-7=/Y-O>@,&.\I;Q*+@FJ-86O0H6+B5"QQLQ-3L+N+)KS$B;I)UX M#3O?A9^F^\+LB*^>=R'K0O.)N5$E7@QK>)+_JF-9I(Z>K>J+VG*#@X0RE0*X M:GD2#*CJROAGDMP5K9^M6GJ2+2$G=+CQJUW]C>NK4[';DH^6]9Y+$CM;J15$ MBQ\(K!>?[+J?A5I8,GN,#B+A@ M$;S-8>1FJR)'%`V1PMZ52*Q)6H4;P*9%AMUYC,A<`[?M_:^G#,]*2$9WCYL(*1$:$`@<.R*B3Q*48A;'J+W$&E:S:<$MNPZ7062U?$3Q0-Z-"5@IA:=D M*/O:-:WBNSPW04R`F'1U$PJ9"_K*6,4+!!R_`.=?E.X@Q(&HW_84L8Z30B'I M#=NJ+'@T9X81SWR4"=U'I5J%K1O+1H?5+%G+!U&WJM6@-!)2\'T*8_HL$;?8 MTJE@T9FJ^YUNZ3+`O=?M>BQU$!'K%*)'E&Z0'PB@;?UN$U2Y^#;-`R\^([VF M8=]:KH[Z-9RPHG6STWED-JCBP@&YFYTB'NFE'T9[;J;J2**SJN.@^(+`O00% M!=;E+F4#JUODCE'H1WB15'&]&XE&N[Z[H$.1OA>/YFOG;!0O]UU)577+.X+L M-C.*%*O:%1QEOS$]N9C^M6V_3Q8ZM=T0#(KC_=9?7B2I<*B5?;-*ARGZ5R2( M]:,R1BW1HKMXZ2MK(V^_)!'LG_A3U,F2I(AUG-SXR_K&'75RTUW,1H[*1:!V M/%ND.<[*\>CB4+.:71S7`>C/MG`I^`\47"0XX[GK+&*3?L/U\H)>(US'E3-/ M,ZJO1E%;&4MBG$0AA$$*JAYW,"8O:BECER'8/AYH=4S&!/I!VB5`.\.?DGB] M0.GVPM^%F1_!A;6<96,BE@KCBE3>PKAQCK_-R`9%=CG^*FTP@<.$,.9U(<]" M;=7D0_C4M99L'7-WLY0H\7#0[U&ZVF4L7:X*IR$P.5S3#![A(\0>A;BC MUS'O*"7GTJ"ZI0*8HRQ/8Z(D,VU0SJ90R&YF8N9GT!<&F"7L[":_\@7TN`R$! M$#/R-VZL=2LX<7//,4,&F]U.S5:?\2*EL8CVQ5COY?PKJKAQ;\7Q`XM%^>A= M*\+ZH,JN`8,Q5JX![0R=-P]8OJ0,IN"V?(2<7Y"\D"4V;!QPAA)P7SK\-379WC=4FT[F*RWE2=-MV3ZZC@"F<<0 M@XV:C"9A)$48#F+4:LV2!D.R;K*2PF5B:QZ9571"&F5:P>:BP#0O%"PVA,QZ MHS.!#B7DQ@2JN*Q7AD-D-82*4X+"-1Y:(<$@U$%(CCO9I^0)GA$VO!-FJ4P) M&I'FB$(<5UJ&T13,:SH"GR)R&`T@57OE?LPAQ)CHPZ-7W";?'>@>"TT[1^'V M(4\Q_7K7"F^K**9GI7H9$,^!5`&S+V&VD4=67B07>9H""VE"NI+M6Y/\,"KV MF,;G#[@^E$D\'[N^6X51V8I"R.,5Z4,(`2B:JJ)N>1<4(SU>=(\7XU"S:]/2 MVF_Z6>H-='4L^HT99L$[-1T^>]DT$YF"E`-6YH.YG"=15'SK>@EYS#;L!Z`1 MI^".69QYYVB9K..FG]AQJ#NAQ8JLUZ>[,E^:L?2T27PS(BHNQA8)NQ8Z3](T M>0*??#,Q]9!Q>X:%VRG!0GH(#7>$]$C?_U,.I!$">@LYL6BL\\C/ MDG1?A.43W/FZ2UCDRMTC02WR]\)#Y>'`>1L$?Y,@ M1/I1%G1C^"LWO_H(JFW?,Z_KR![&.90POUD"5RVOP0%5G1.)-,9+':A`+@QE M)>?$8.@5.*"JTR(9D(5[!%*.K+F M%?ERET1R]OT;6F94)9!.[M;!^2`RCFPH53Z>1':PEGVUZ5#]M]E#&B(A>TC[ M=ZM<:Y(].#/%7\GI;)ED9$P#H?O=16SBI+"8C>;E.18])V9>P>SAKBZ"_,8@ MZ<(6=[_ACC0.H&:[C!0S0%;5+UW#:F3(T MF4I,X]"U6&X)Z3S>)00#U&L^R*GC\1GY_T=RAJL6$0U)#:1DKVRX'3X.JE#$ M;.*<[^_#=4PMA''&Y=_9WR89RQ6FEMBX]%V3([>W'T^8!S5BKT3+2\[BYFN1 M+%*BMK,W`_`ZQF#:#B9EKW2X3)B[G&A#X!6S@O./_/"HEM&!!.V5U/^@/6/I M,X:=K/(,ZK@EXE0HM=#&H^VB_/CGAI](;S6R+(U,UD6I=:5!.T1DNC3ME1?/ M02OJEEHP!I7ME<`MH@\^X*ZE/Z^U6AZ#25DMG3H/`UE0(:0@W<[)OQ?)#4XU MEAQS&O;*HS]/'^5#)@*M:B]\OQ%D/VWVX(F5/]#D@BK6>5T@<-\AOUBZ1#<9J-.:%I>*LKRH8]'[ MIK##JWB"JU=A-KUCB>;!//AE0R/4"CYA8.,AZATJ(YH7KPTV_&N#3H7)@;XZ MI;[P,NO);7N65;'/!PR&+N%"/`XJ"-BG^K*OP@I7(V8_F4DY:GZW:,0NS^EGP"-,3 MMSO?^.3,F@"]C@/(2X*H]1> MEX!7M8Q7@\IN'!][&#M'*[*EB6%%-.727=VIB<`XJZZ73:&BK.@B3$2GR9I- MX4'1H,HO?!^GSSR+,5T`G3927"26?5<)P("`C4*`Y)%5K`D)CZWO-F[6H.\1 M9?W*7V[XTYV<&7E)IR8MU6_]?>M^7/KU:"OSJ)<)1<^KE+Q\\).S-=%[US2# MBRR2N$0`P\A8!6QXYQ7<%4_[%TGYMDOJD,=+P*R>$Z"'9+;@K$!4D"TLJTSW M@!>ZS'7A?%\7*3@_@_=PS!Q\3>";YO3)'!@]%F2'8ID&?D48K'EQ`(OUDCK4 MPD^W>4LI?IWF&QL%3><[;-+:-`"X)0+<(8.6I?5/\!8;#KJRMZ86]JVQCM#6 M_VF';H[@A`@7W4E,^FW^HG=4TN/64>B?]CD>3:ES1?PIC MNB?BEABZ"MET:MZ0LP5,TSH.FU0MZ2OE@K$L(0<'=I2('*.C/"@L#+"E M9XQKZG*4\#&988\#F2111-\G,&<1B27QB&W8M&P"F]=$)X3%@-XHW9%5@HMV M#``B'20UX%J>Q0ENF;>&DW!"SRC9:V9)H/LB;NS_$I%HU#GP5#HN&O*'RA0% MJX)P$=GQW:K;QWR[);/P'V3M([KLQRAYPNT(H!CW.C_=$T:7/;59D5B+\ M>9?$+"TU70:O8_XI3J=[Y1';L,X;@O*ZGZT@GBL96#*;80=)B[C';,Q:"5>Q+ZYC^O`.:-0O.37C M@RL6CZ,U8ZU4ZR,7O_SIQ=HX@(:U\H",6<,^7G<[]H,?L>?0 MD"NE\2ZKL\3Q=,,Q+TBY[M\R.UKU7K,(VP2!]\33A6$]FTX,S:Z#P9#-RKKK M>R7#BEH6L0O&(C(R4`/P>8GP,@UWC'S)7%\9F\[-I4H*;E%]<1LXSK1K.#%= M2W8:K+")!XKC'"7E'Z((=.JX<)XM^>F/A).8X>,@8DY!IV4VHP"0R4-6RF5& M%4IHTF&9'8?:/XW@I*E$1B?\+8N33#1="_GQ6G!*P-1+NH,IW">7^7@"S=B(3'-9K%;3)Q-[M,'S>4_>WG3EK4)L[H M4O*4D@*I,%"R;W;U'2[8BWOU9D*;)`K`1L4NPG)Z)_B81(^T]B6*POCO.?G7 M;4AFU/[2W^,9G#80S_KHI!WP=1B=:]$L<<0F++)AR%T_Z'R*]J1C-S@MU[VV M:#0KN;##?XXQ\\+7SOFH7^-HLVG$??$+=>3*,2H?^[87V,X"-JVR+3=A_FT- MC9/"/XOD6#.J99%+5*OC?PU1%'2R57RUQ\/P"XHB_-%/UPE]N4PO#P74]92Q M"GB;)$(RIPCAPROV^H^G>+E!6Y_\\_\#4$L!`AX#%`````@`3V-B1CRYNPF2 M2@0`H&E'`!``&````````0```*2!`````'!M="TR,#$T,3(S,2YX;6Q55`4` M`T6=]%1U>`L``00E#@``!#D!``!02P$"'@,4````"`!/8V)&?8[K-"@\``!> MRP,`%``8```````!````I('<2@0`<&UT+3(P,30Q,C,Q7V-A;"YX;6Q55`4` M`T6=]%1U>`L``00E#@``!#D!``!02P$"'@,4````"`!/8V)&%I/@MS!Q``!$ M,P@`%``8```````!````I(%2AP0`<&UT+3(P,30Q,C,Q7V1E9BYX;6Q55`4` M`T6=]%1U>`L``00E#@``!#D!``!02P$"'@,4````"`!/8V)&4^`L``00E#@``!#D!``!02P$"'@,4````"`!/8V)&_;4(3(6N``!" MX`T`%``8```````!````I(%>3@8`<&UT+3(P,30Q,C,Q7W!R92YX;6Q55`4` M`T6=]%1U>`L``00E#@``!#D!``!02P$"'@,4````"`!/8V)&<6^,/G5!``#V MBP,`$``8```````!````I($Q_08`<&UT+3(P,30Q,C,Q+GAS9%54!0`#19WT F5'5X"P`!!"4.```$.0$``%!+!08`````!@`&`!0"``#P/@<````` ` end XML 87 R162.htm IDEA: XBRL DOCUMENT v2.4.1.9
Parent Company Information - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
PMT [Member]  
Net worth, Required $ 860.0us-gaap_MinimumNetWorthRequiredForCompliance
/ dei_LegalEntityAxis
= pmt_PennyMacMortgageInvestmentTrustHoldingsMember
Operating Partnership [Member]  
Net worth, Required 700.0us-gaap_MinimumNetWorthRequiredForCompliance
/ dei_LegalEntityAxis
= pmt_OperatingPartnershipMember
Net Worth 1,600.0pmt_EntityGaapNetWorth
/ dei_LegalEntityAxis
= pmt_OperatingPartnershipMember
PMH [Member]  
Net worth, Required 250.0us-gaap_MinimumNetWorthRequiredForCompliance
/ dei_LegalEntityAxis
= pmt_PennymacHoldingsLlcMember
Net Worth 836.0pmt_EntityGaapNetWorth
/ dei_LegalEntityAxis
= pmt_PennymacHoldingsLlcMember
PMC [Member]  
Net worth, Required 150.0us-gaap_MinimumNetWorthRequiredForCompliance
/ dei_LegalEntityAxis
= pmt_PennymacCorpMember
Net Worth $ 332.0pmt_EntityGaapNetWorth
/ dei_LegalEntityAxis
= pmt_PennymacCorpMember

XML 88 R32.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Gain on Mortgage Loans Acquired for Sale
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Net Gain on Mortgage Loans Acquired for Sale

Note 25—Net Gain on Mortgage Loans Acquired for Sale

Net gain on mortgage loans acquired for sale is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash (loss) gain :

        

Sales proceeds, net

   $ (20,989    $ (197,580    $ 13,918   

Hedging activities

     (57,161      136,829         (57,040
  

 

 

    

 

 

    

 

 

 
  (78,150   (60,751   (43,122
  

 

 

    

 

 

    

 

 

 

Non cash gain:

Receipt of MSRs in loan sale transactions

  121,333      183,032      134,682   

Provision for losses relating to representations and warranties provided in loan sales

  (4,255   (5,669   (4,236

Change in fair value of IRLCs, mortgage loans and hedging derivatives held at period end:

IRLCs

  4,412      (18,230   13,707   

Mortgage loans

  3,825      (9,265   43,691   

Hedging derivatives

  (11,518   9,552      2,953   
  

 

 

    

 

 

    

 

 

 
  (3,281   (17,943   60,351   
  

 

 

    

 

 

    

 

 

 
$ 35,647    $ 98,669    $ 147,675   
  

 

 

    

 

 

    

 

 

XML 89 R159.htm IDEA: XBRL DOCUMENT v2.4.1.9
Selected Quarterly Results - Selected Quarterly Financial Data (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Quarterly Financial Information Disclosure [Abstract]                        
Net investment income $ 53,059us-gaap_Revenues $ 106,530us-gaap_Revenues $ 120,556us-gaap_Revenues $ 76,595us-gaap_Revenues $ 96,087us-gaap_Revenues $ 86,062us-gaap_Revenues $ 115,553us-gaap_Revenues $ 107,816us-gaap_Revenues $ 356,741us-gaap_Revenues $ 405,518us-gaap_Revenues $ 303,526us-gaap_Revenues  
Net income 26,511us-gaap_NetIncomeLoss 54,949us-gaap_NetIncomeLoss 75,211us-gaap_NetIncomeLoss 37,873us-gaap_NetIncomeLoss 52,696us-gaap_NetIncomeLoss 39,701us-gaap_NetIncomeLoss 54,497us-gaap_NetIncomeLoss 53,296us-gaap_NetIncomeLoss 194,544us-gaap_NetIncomeLoss 200,190us-gaap_NetIncomeLoss 138,249us-gaap_NetIncomeLoss  
Earnings per share:                        
Basic $ 0.35us-gaap_EarningsPerShareBasic $ 0.74us-gaap_EarningsPerShareBasic $ 1.01us-gaap_EarningsPerShareBasic $ 0.52us-gaap_EarningsPerShareBasic $ 0.74us-gaap_EarningsPerShareBasic $ 0.61us-gaap_EarningsPerShareBasic $ 0.92us-gaap_EarningsPerShareBasic $ 0.90us-gaap_EarningsPerShareBasic $ 2.62us-gaap_EarningsPerShareBasic $ 3.13us-gaap_EarningsPerShareBasic $ 3.14us-gaap_EarningsPerShareBasic  
Diluted $ 0.34us-gaap_EarningsPerShareDiluted $ 0.69us-gaap_EarningsPerShareDiluted $ 0.93us-gaap_EarningsPerShareDiluted $ 0.50us-gaap_EarningsPerShareDiluted $ 0.69us-gaap_EarningsPerShareDiluted $ 0.57us-gaap_EarningsPerShareDiluted $ 0.86us-gaap_EarningsPerShareDiluted $ 0.90us-gaap_EarningsPerShareDiluted $ 2.47us-gaap_EarningsPerShareDiluted $ 2.96us-gaap_EarningsPerShareDiluted $ 3.14us-gaap_EarningsPerShareDiluted  
Cash dividends declared per share $ 0.61us-gaap_CommonStockDividendsPerShareDeclared $ 0.61us-gaap_CommonStockDividendsPerShareDeclared $ 0.59us-gaap_CommonStockDividendsPerShareDeclared $ 0.59us-gaap_CommonStockDividendsPerShareDeclared $ 1.16us-gaap_CommonStockDividendsPerShareDeclared $ 0.57us-gaap_CommonStockDividendsPerShareDeclared $ 0.57us-gaap_CommonStockDividendsPerShareDeclared $ 0.57us-gaap_CommonStockDividendsPerShareDeclared $ 2.40us-gaap_CommonStockDividendsPerShareDeclared $ 2.87us-gaap_CommonStockDividendsPerShareDeclared $ 2.22us-gaap_CommonStockDividendsPerShareDeclared  
Short-term investments at fair value 139,900pmt_ShortTermInvestmentFairValue 37,452pmt_ShortTermInvestmentFairValue 104,453pmt_ShortTermInvestmentFairValue 91,338pmt_ShortTermInvestmentFairValue 92,398pmt_ShortTermInvestmentFairValue 80,936pmt_ShortTermInvestmentFairValue 73,236pmt_ShortTermInvestmentFairValue 45,024pmt_ShortTermInvestmentFairValue 139,900pmt_ShortTermInvestmentFairValue 92,398pmt_ShortTermInvestmentFairValue    
Investment securities at fair value 307,363us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 267,885us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 218,725us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 198,110us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 197,401us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 217,492us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 0us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 0us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 307,363us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 197,401us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue    
Mortgage loans at fair value 3,364,674pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate 3,250,761pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate 3,606,906pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate 3,156,041pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate 3,276,582pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate 3,350,632pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate 2,862,126pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate 2,490,270pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate 3,364,674pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate 3,276,582pmt_SelectedQuarterlyResultsMortgageLoansOnRealEstate    
Excess servicing spread 191,166pmt_ExcessSpreadInvestment 187,368pmt_ExcessSpreadInvestment 190,244pmt_ExcessSpreadInvestment 151,019pmt_ExcessSpreadInvestment 138,723pmt_ExcessSpreadInvestment 2,857pmt_ExcessSpreadInvestment 0pmt_ExcessSpreadInvestment 0pmt_ExcessSpreadInvestment 191,166pmt_ExcessSpreadInvestment 138,723pmt_ExcessSpreadInvestment    
Real estate acquired in settlement of loans 303,228pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure 275,185pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure 240,471pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure 186,877pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure 148,080pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure 103,202pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure 88,771pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure 84,486pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure 303,228pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure 148,080pmt_SelectedQuarterlyResultsRealEstateAcquiredThroughForeclosure    
Mortgage servicing rights 357,780pmt_MortgageServicingRights 345,848pmt_MortgageServicingRights 315,484pmt_MortgageServicingRights 301,427pmt_MortgageServicingRights 290,572pmt_MortgageServicingRights 269,675pmt_MortgageServicingRights 226,901pmt_MortgageServicingRights 180,441pmt_MortgageServicingRights 357,780pmt_MortgageServicingRights 290,572pmt_MortgageServicingRights    
Other assets 240,185pmt_SelectedQuarterlyResultsOtherAssets 240,314pmt_SelectedQuarterlyResultsOtherAssets 193,462pmt_SelectedQuarterlyResultsOtherAssets 142,725pmt_SelectedQuarterlyResultsOtherAssets 167,161pmt_SelectedQuarterlyResultsOtherAssets 224,437pmt_SelectedQuarterlyResultsOtherAssets 192,350pmt_SelectedQuarterlyResultsOtherAssets 126,939pmt_SelectedQuarterlyResultsOtherAssets 240,185pmt_SelectedQuarterlyResultsOtherAssets 167,161pmt_SelectedQuarterlyResultsOtherAssets    
Total assets 4,904,296us-gaap_Assets 4,604,813us-gaap_Assets 4,869,745us-gaap_Assets 4,227,537us-gaap_Assets 4,310,917us-gaap_Assets 4,249,231us-gaap_Assets 3,443,384us-gaap_Assets 2,927,160us-gaap_Assets 4,904,296us-gaap_Assets 4,310,917us-gaap_Assets 2,559,663us-gaap_Assets  
Assets sold under agreements to repurchase and mortgage loan participation and sale agreement 2,750,366pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount 2,416,686pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount 2,701,755pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount 1,887,778pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount 2,039,605pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount 1,980,058pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount 1,565,896pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount 1,615,050pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount 2,750,366pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount 2,039,605pmt_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiabilityAndParticipatingMortgageLoansParticipationLiabilitiesAmount    
Borrowings under forward purchase agreements 0pmt_BorrowingsUnderForwardPurchaseAgreement 0pmt_BorrowingsUnderForwardPurchaseAgreement 0pmt_BorrowingsUnderForwardPurchaseAgreement 216,614pmt_BorrowingsUnderForwardPurchaseAgreement 226,580pmt_BorrowingsUnderForwardPurchaseAgreement 229,841pmt_BorrowingsUnderForwardPurchaseAgreement 244,047pmt_BorrowingsUnderForwardPurchaseAgreement 0pmt_BorrowingsUnderForwardPurchaseAgreement 0pmt_BorrowingsUnderForwardPurchaseAgreement 226,580pmt_BorrowingsUnderForwardPurchaseAgreement    
Asset-backed secured financing at fair value 165,920pmt_AssetBackedSecuredFinancingLiabilityFairValue 166,841pmt_AssetBackedSecuredFinancingLiabilityFairValue 170,201pmt_AssetBackedSecuredFinancingLiabilityFairValue 166,514pmt_AssetBackedSecuredFinancingLiabilityFairValue 165,415pmt_AssetBackedSecuredFinancingLiabilityFairValue 170,008pmt_AssetBackedSecuredFinancingLiabilityFairValue 0pmt_AssetBackedSecuredFinancingLiabilityFairValue 0pmt_AssetBackedSecuredFinancingLiabilityFairValue 165,920pmt_AssetBackedSecuredFinancingLiabilityFairValue 165,415pmt_AssetBackedSecuredFinancingLiabilityFairValue    
Exchangeable senior notes 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 0us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 0us-gaap_ConvertibleDebt  
Other liabilities 159,838pmt_LiabilitiesOther 183,245pmt_LiabilitiesOther 170,629pmt_LiabilitiesOther 163,349pmt_LiabilitiesOther 162,203pmt_LiabilitiesOther 124,559pmt_LiabilitiesOther 139,260pmt_LiabilitiesOther 89,681pmt_LiabilitiesOther 159,838pmt_LiabilitiesOther 162,203pmt_LiabilitiesOther    
Total liabilities 3,326,124us-gaap_Liabilities 3,016,772us-gaap_Liabilities 3,292,585us-gaap_Liabilities 2,684,255us-gaap_Liabilities 2,843,803us-gaap_Liabilities 2,754,466us-gaap_Liabilities 2,199,203us-gaap_Liabilities 1,704,731us-gaap_Liabilities 3,326,124us-gaap_Liabilities 2,843,803us-gaap_Liabilities    
Shareholders' equity 1,578,172us-gaap_StockholdersEquity 1,588,041us-gaap_StockholdersEquity 1,577,160us-gaap_StockholdersEquity 1,543,282us-gaap_StockholdersEquity 1,467,114us-gaap_StockholdersEquity 1,494,765us-gaap_StockholdersEquity 1,244,181us-gaap_StockholdersEquity 1,222,429us-gaap_StockholdersEquity 1,578,172us-gaap_StockholdersEquity 1,467,114us-gaap_StockholdersEquity 1,201,336us-gaap_StockholdersEquity 546,017us-gaap_StockholdersEquity
Total liabilities and shareholders' equity $ 4,904,296us-gaap_LiabilitiesAndStockholdersEquity $ 4,604,813us-gaap_LiabilitiesAndStockholdersEquity $ 4,869,745us-gaap_LiabilitiesAndStockholdersEquity $ 4,227,537us-gaap_LiabilitiesAndStockholdersEquity $ 4,310,917us-gaap_LiabilitiesAndStockholdersEquity $ 4,249,231us-gaap_LiabilitiesAndStockholdersEquity $ 3,443,384us-gaap_LiabilitiesAndStockholdersEquity $ 2,927,160us-gaap_LiabilitiesAndStockholdersEquity $ 4,904,296us-gaap_LiabilitiesAndStockholdersEquity $ 4,310,917us-gaap_LiabilitiesAndStockholdersEquity    
XML 90 R83.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Summary of Management Fee Expense and Related Liability (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Management fee:      
Base $ 23,330pmt_BaseManagementFee $ 19,644pmt_BaseManagementFee $ 12,436pmt_BaseManagementFee
Performance incentive 11,705pmt_RelatedPartyIncentiveFeeExpense 12,766pmt_RelatedPartyIncentiveFeeExpense 0pmt_RelatedPartyIncentiveFeeExpense
Total management fee incurred during the year $ 35,035us-gaap_ManagementFeeExpense $ 32,410us-gaap_ManagementFeeExpense $ 12,436us-gaap_ManagementFeeExpense
XML 91 R114.htm IDEA: XBRL DOCUMENT v2.4.1.9
Derivative Financial Instruments - Derivative Assets and Liabilities and Related Margin Deposits Recorded within Derivative Assets and Derivative Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Derivatives, Fair Value [Line Items]    
Total derivative assets instruments before netting $ 13,391us-gaap_DerivativeFairValueOfDerivativeAsset $ 20,962us-gaap_DerivativeFairValueOfDerivativeAsset
Derivative assets, Netting (2,284)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset (12,986)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
Derivative assets, Fair value, Total 11,107us-gaap_DerivativeAssets 7,976us-gaap_DerivativeAssets
Total derivative liabilities instruments fair value before netting 7,178us-gaap_DerivativeFairValueOfDerivativeLiability 9,976us-gaap_DerivativeFairValueOfDerivativeLiability
Derivative liabilities, Netting (4,748)us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset (8,015)us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset
Derivative liabilities, Fair value, Total 2,430us-gaap_DerivativeLiabilities 1,961us-gaap_DerivativeLiabilities
Margin deposits with (collateral received from) derivatives counterparties 2,465us-gaap_MarginDepositAssets (4,971)us-gaap_MarginDepositAssets
MBS put options [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 340,000invest_DerivativeNotionalAmount
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_PutOptionMember
55,000invest_DerivativeNotionalAmount
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_PutOptionMember
Total derivative assets instruments before netting 374us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_PutOptionMember
272us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_PutOptionMember
Total derivative liabilities instruments fair value before netting 0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_PutOptionMember
0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_PutOptionMember
MBS call options [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 0invest_DerivativeNotionalAmount
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_CallOptionMember
110,000invest_DerivativeNotionalAmount
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_CallOptionMember
Total derivative assets instruments before netting 0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_CallOptionMember
0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_CallOptionMember
Total derivative liabilities instruments fair value before netting 0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_CallOptionMember
0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_OptionIndexedToIssuersEquityTypeAxis
= us-gaap_CallOptionMember
Interest rate lock commitments [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 695,488invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
557,343invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Total derivative assets instruments before netting 5,678us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
2,510us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Derivative assets, Netting 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Derivative assets, Fair value, Total 5,678us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
2,510us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Total derivative liabilities instruments fair value before netting 17us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
1,261us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Forward sales contracts [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 1,601,283invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
3,588,027invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
Total derivative assets instruments before netting 52us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
16,385us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
Derivative assets, Netting 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
Derivative assets, Fair value, Total 52us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
16,385us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
Total derivative liabilities instruments fair value before netting 6,649us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
1,295us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
Forward purchase contracts [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 1,100,700invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
2,781,066invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Total derivative assets instruments before netting 3,775us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
1,229us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Derivative assets, Netting 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Derivative assets, Fair value, Total 3,775us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
1,229us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Total derivative liabilities instruments fair value before netting 34us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
7,420us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Eurodollar future sale contracts [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 7,426,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
8,779,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
Total derivative assets instruments before netting 0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
Total derivative liabilities instruments fair value before netting 0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
Eurodollar future purchase contracts [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 800,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
Total derivative assets instruments before netting 0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
Total derivative liabilities instruments fair value before netting 0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
Treasury future sale contracts [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 85,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
105,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
Total derivative assets instruments before netting 0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
Total derivative liabilities instruments fair value before netting 478us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
Call options on interest rate futures [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 1,030,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
Total derivative assets instruments before netting 3,319us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
Derivative assets, Netting 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
Derivative assets, Fair value, Total 3,319us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
0us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
Total derivative liabilities instruments fair value before netting 0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
Put options on interest rate futures [Member]    
Derivatives, Fair Value [Line Items]    
Notional amount 275,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
52,500invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
Total derivative assets instruments before netting 193us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
566us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
Derivative assets, Netting 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
Derivative assets, Fair value, Total 193us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
566us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
Total derivative liabilities instruments fair value before netting $ 0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
$ 0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
XML 92 R40.htm IDEA: XBRL DOCUMENT v2.4.1.9
Selected Quarterly Results
12 Months Ended
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]  
Selected Quarterly Results

Note 33—Selected Quarterly Results (Unaudited)

Following is a presentation of selected quarterly financial data:

 

    Quarter ended  
    2014     2013  
    Dec. 31     Sept. 30     June 30     Mar. 31     Dec. 31     Sept. 30     June 30     Mar. 31  
    (dollars in thousands, except per share data)  

For the quarter ended:

               

Net investment income

  $ 53,059      $ 106,530      $ 120,556      $ 76,595      $ 96,087      $ 86,062      $ 115,553      $ 107,816   

Net income

  $ 26,511      $ 54,949      $ 75,211      $ 37,873      $ 52,696      $ 39,701      $ 54,497      $ 53,296   

Earnings per share:

               

Basic

  $ 0.35      $ 0.74      $ 1.01      $ 0.52      $ 0.74      $ 0.61      $ 0.92      $ 0.90   

Diluted

  $ 0.34      $ 0.69      $ 0.93      $ 0.50      $ 0.69      $ 0.57      $ 0.86      $ 0.90   

Cash dividends declared per share

  $ 0.61      $ 0.61      $ 0.59      $ 0.59      $ 1.16      $ 0.57      $ 0.57      $ 0.57   

At period end:

               

Short-term investments at fair value

  $ 139,900      $ 37,452      $ 104,453      $ 91,338      $ 92,398      $ 80,936      $ 73,236      $ 45,024   

Investment securities at fair value

    307,363        267,885        218,725        198,110        197,401        217,492        —          —     

Mortgage loans at fair value(1)

    3,364,674        3,250,761        3,606,906        3,156,041        3,276,582        3,350,632        2,862,126        2,490,270   

Excess servicing spread

    191,166        187,368        190,244        151,019        138,723        2,857        —          —     

Real estate acquired in settlement of loans(2)

    303,228        275,185        240,471        186,877        148,080        103,202        88,771        84,486   

Mortgage servicing rights(3)

    357,780        345,848        315,484        301,427        290,572        269,675        226,901        180,441   

Other assets

    240,185        240,314        193,462        142,725        167,161        224,437        192,350        126,939   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

$ 4,904,296    $ 4,604,813    $ 4,869,745    $ 4,227,537    $ 4,310,917    $ 4,249,231    $ 3,443,384    $ 2,927,160   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Assets sold under agreements to repurchase and mortgage loan participation and sale agreement

$ 2,750,366    $ 2,416,686    $ 2,701,755    $ 1,887,778    $ 2,039,605    $ 1,980,058    $ 1,565,896    $ 1,615,050   

Borrowings under forward purchase agreements

  —        —        —        216,614      226,580      229,841      244,047      —     

Asset-backed secured financing at fair value

  165,920      166,841      170,201      166,514      165,415      170,008      —        —     

Exchangeable senior notes

  250,000      250,000      250,000      250,000      250,000      250,000      250,000      —     

Other liabilities

  159,838      183,245      170,629      163,349      162,203      124,559      139,260      89,681   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  3,326,124      3,016,772      3,292,585      2,684,255      2,843,803      2,754,466      2,199,203      1,704,731   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Shareholders’ equity

  1,578,172      1,588,041      1,577,160      1,543,282      1,467,114      1,494,765      1,244,181      1,222,429   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

$ 4,904,296    $ 4,604,813    $ 4,869,745    $ 4,227,537    $ 4,310,917    $ 4,249,231    $ 3,443,384    $ 2,927,160   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes mortgage loans acquired for sale at fair value, mortgage loans at fair value, mortgage loans at fair value held by variable interest entity and mortgage loans under forward purchase agreements at fair value.
(2) Includes REO and REO under forward purchase agreements.
(3) Includes mortgage servicing rights at fair value and mortgage servicing rights at lower of amortized cost or fair value.
XML 93 R53.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans Acquired for Sale at Fair Value (Tables)
12 Months Ended
Dec. 31, 2014
Mortgage Loans on Real Estate [Abstract]  
Summary of Distribution of Company's Mortgage Loans Acquired for Sale at Fair Value

Following is a summary of the distribution of the Company’s mortgage loans acquired for sale at fair value:

 

     December 31, 2014      December 31, 2013  
     Fair
value
     Unpaid
principal
balance
     Fair
value
     Unpaid
principal
balance
 

Loan type

   (in thousands)  

Conventional:

           

Agency-eligible

   $ 290,007       $ 277,355       $ 311,162       $ 304,749   

Jumbo

     138,390         135,008         34,615         35,050   

Held for sale to PennyMac Loan Services, LLC — Government-insured or guaranteed

     209,325         198,265         112,360         107,587   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 637,722    $ 610,628    $ 458,137    $ 447,386   
  

 

 

    

 

 

    

 

 

    

 

 

 

Loans pledged to secure assets sold under agreements to repurchase

$ 609,608    $ 454,210   
  

 

 

       

 

 

    

Loans pledged to secure mortgage loan participation and sale agreements

$ 20,799   
  

 

 

          
XML 94 R72.htm IDEA: XBRL DOCUMENT v2.4.1.9
Other Expenses (Tables)
12 Months Ended
Dec. 31, 2014
Other Income and Expenses [Abstract]  
Summary of Other Expenses

Other expenses are summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Common overhead allocation from PFSI

   $ 10,477       $ 10,423       $ 4,183   

Servicing and collection costs

     6,892         1,861         1,577   

Loan origination

     2,638         4,584         752   

Insurance

     989         890         762   

Technology

     984         826         701   

Securitization

     (150      1,742         —     

Other expenses

     2,463         2,735         1,582   
  

 

 

    

 

 

    

 

 

 
$ 24,293    $ 23,061    $ 9,557   
  

 

 

    

 

 

    

 

 

 
XML 95 R2.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
ASSETS    
Cash $ 76,386us-gaap_Cash $ 27,411us-gaap_Cash
Short-term investments 139,900us-gaap_ShortTermInvestments 92,398us-gaap_ShortTermInvestments
Mortgage-backed securities at fair value pledged to secure assets sold under agreements to repurchase 307,363us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 197,401us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue
Mortgage loans acquired for sale at fair value (includes $609,608 and $454,210 pledged to secure assets sold under agreements to repurchase) 637,722us-gaap_MortgagesHeldForSaleFairValueDisclosure 458,137us-gaap_MortgagesHeldForSaleFairValueDisclosure
Mortgage loans at fair value (includes $2,709,161 and $2,480,728 pledged to secure assets sold under agreements to repurchase) 2,726,952us-gaap_MortgageLoansOnRealEstate 2,600,317us-gaap_MortgageLoansOnRealEstate
Mortgage loans under forward purchase agreements at fair value pledged to secure borrowings under forward purchase agreements 0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue 218,128pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
Excess servicing spread purchased from PennyMac Financial Services, Inc. at fair value 191,166pmt_ExcessSpreadInvestment 138,723pmt_ExcessSpreadInvestment
Derivative assets 11,107us-gaap_DerivativeAssets 7,976us-gaap_DerivativeAssets
Real estate acquired in settlement of loans (includes $150,649 and $89,404 pledged to secure assets sold under agreements to repurchase) 303,228us-gaap_RealEstateAcquiredThroughForeclosure 138,942us-gaap_RealEstateAcquiredThroughForeclosure
Real estate acquired in settlement of loans under forward purchase agreements pledged to secure forward purchase agreements 0pmt_RealEstateAcquiredInSettlementOfLoanUnderForwardPurchaseAgreement 9,138pmt_RealEstateAcquiredInSettlementOfLoanUnderForwardPurchaseAgreement
Mortgage servicing rights (includes $57,358 and $26,452 carried at fair value) 357,780us-gaap_ServicingAsset 290,572us-gaap_ServicingAsset
Servicing advances 79,878pmt_ServicingAdvances 59,573pmt_ServicingAdvances
Due from PennyMac Financial Services, Inc. 6,621us-gaap_DueFromAffiliates 6,009us-gaap_DueFromAffiliates
Other assets 66,193us-gaap_OtherAssets 66,192us-gaap_OtherAssets
Total assets 4,904,296us-gaap_Assets 4,310,917us-gaap_Assets
LIABILITIES    
Assets sold under agreements to repurchase 2,730,130us-gaap_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiability 2,039,605us-gaap_AssetsSoldUnderAgreementsToRepurchaseRepurchaseLiability
Mortgage loan participation and sale agreement 20,236pmt_MortgageLoanParticipationAndSaleAgreement 0pmt_MortgageLoanParticipationAndSaleAgreement
Borrowings under forward purchase agreements 0pmt_BorrowingsUnderForwardPurchaseAgreement 226,580pmt_BorrowingsUnderForwardPurchaseAgreement
Asset-backed secured financing of the variable interest entity at fair value 165,920pmt_AssetBackedSecuredFinancingLiabilityFairValue 165,415pmt_AssetBackedSecuredFinancingLiabilityFairValue
Exchangeable senior notes 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt
Derivative liabilities 2,430us-gaap_DerivativeLiabilities 1,961us-gaap_DerivativeLiabilities
Accounts payable and accrued liabilities 67,806us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent 71,561us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent
Due to PennyMac Financial Services, Inc. 23,943us-gaap_DueToAffiliateCurrentAndNoncurrent 18,636us-gaap_DueToAffiliateCurrentAndNoncurrent
Income taxes payable 51,417us-gaap_AccruedIncomeTaxes 59,935us-gaap_AccruedIncomeTaxes
Liability for losses under representations and warranties 14,242pmt_RepresentationsAndWarrantiesLiability 10,110pmt_RepresentationsAndWarrantiesLiability
Total liabilities 3,326,124us-gaap_Liabilities 2,843,803us-gaap_Liabilities
Commitments and contingencies      
SHAREHOLDERS' EQUITY    
Common shares of beneficial interest-authorized, 500,000,000 common shares of $0.01 par value; issued and outstanding, 74,510,159 and 70,458,082 common shares, respectively 745us-gaap_CommonStockValue 705us-gaap_CommonStockValue
Additional paid-in capital 1,479,699us-gaap_AdditionalPaidInCapitalCommonStock 1,384,468us-gaap_AdditionalPaidInCapitalCommonStock
Retained earnings 97,728us-gaap_RetainedEarningsAccumulatedDeficit 81,941us-gaap_RetainedEarningsAccumulatedDeficit
Total shareholders' equity 1,578,172us-gaap_StockholdersEquity 1,467,114us-gaap_StockholdersEquity
Total liabilities and shareholders' equity 4,904,296us-gaap_LiabilitiesAndStockholdersEquity 4,310,917us-gaap_LiabilitiesAndStockholdersEquity
Consolidated VIE [Member]    
ASSETS    
Mortgage loans at fair value (includes $2,709,161 and $2,480,728 pledged to secure assets sold under agreements to repurchase) 527,369us-gaap_MortgageLoansOnRealEstate
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
523,652us-gaap_MortgageLoansOnRealEstate
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
Other assets - interest receivable 1,651us-gaap_InterestReceivable
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
1,584us-gaap_InterestReceivable
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
Total assets of Consolidated Variable Interest Entity 529,020us-gaap_VariableInterestEntityConsolidatedCarryingAmountAssets
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
525,236us-gaap_VariableInterestEntityConsolidatedCarryingAmountAssets
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
LIABILITIES    
Asset-backed secured financing of the variable interest entity at fair value 165,920pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
165,415pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
Accounts payable and accrued expenses - interest payable 477us-gaap_InterestPayableCurrent
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
497us-gaap_InterestPayableCurrent
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
Total liabilities of Consolidated Variable Interest Entity $ 166,397us-gaap_VariableInterestEntityConsolidatedCarryingAmountLiabilities
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
$ 165,912us-gaap_VariableInterestEntityConsolidatedCarryingAmountLiabilities
/ us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis
= pmt_ConsolidatedVariableInterestEntitiesMember
XML 96 R45.htm IDEA: XBRL DOCUMENT v2.4.1.9
Subsequent Events
12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events

Note 38—Subsequent Events

The Manager has evaluated all events and transactions through the date the Company issued these consolidated financial statements. During this period:

 

    On January 28, 2015, PLS entered into a letter of intent with a third party to purchase a $4.0 billion unpaid principal balance portfolio of Agency MSRs. The Company intends to purchase from PLS approximately $29 million of ESS from this MSR portfolio.

 

    On January 29, 2015, the Company settled its December 5, 2014 commitment to purchase a pool of 1,076 nonperforming loans with an aggregate UPB of $310.2 million from a large money center bank.

 

    On February 3, 2015, PLS entered into a letter of intent with a third party to purchase a $15.9 billion unpaid principal balance portfolio of Agency MSRs. The Company intends to purchase from PLS approximately $140 million of ESS from this MSR portfolio.

The MSR acquisitions by PLS and the Company’s purchases of ESS are subject to the negotiation and execution of definitive documentation, continuing due diligence and customary closing conditions, including required regulatory approvals. There can be no assurance that the committed amounts will ultimately be acquired or that the transactions will be completed at all.

 

    On February 18, 2015, the Company, through three of its wholly-owned subsidiaries, PMC, PennyMac Holdings, LLC (“PMH”) and the Operating Partnership (collectively, the “Repo Sellers”), entered into a master repurchase agreement with JPMorgan Chase bank, National Association (“JPM”), pursuant to which the Repo Sellers may sell, and later repurchase, certain residential mortgage loans and mortgage-related assets (the “Facility Assets”) in an aggregate principal amount of up to $500 million (the “JPM Credit Facility”).

Under the terms of the JPM Credit Facility, (i) PMC and PMH may each sell to JPM eligible distressed mortgage loans and, in the case of PMC, the equity interest (the “SPE Interests”) in two special purpose entities that own distressed loans and real property acquired upon settlement of mortgage loans (the “SPE Properties”), and (ii) the Operating Partnership may sell to JPM eligible distressed mortgage loans that have been purchased by PMC and then pledged by PMC to the Operating Partnership pending sale, securitization or liquidation and the SPE Interests pledged by PMC to the Operating Partnership pending the sale or liquidation of the underlying SPE Properties.

The obligations of the Repo Sellers are fully guaranteed by the Company, and the JPM Facility Assets are serviced by PLS pursuant to the terms of the JPM Credit Facility.

XML 97 R96.htm IDEA: XBRL DOCUMENT v2.4.1.9
Netting of Financial Instruments - Summary of Offsetting of Derivative Assets (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Derivative [Line Items]    
Gross amounts of recognized assets $ 13,391us-gaap_DerivativeFairValueOfDerivativeAsset $ 20,962us-gaap_DerivativeFairValueOfDerivativeAsset
Gross amounts offset in the consolidated balance sheet (2,284)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset (12,986)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
Net amounts of assets presented in the consolidated balance sheet 11,107us-gaap_DerivativeAssets 7,976us-gaap_DerivativeAssets
MBS put options [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 374us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
272us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
Net amounts of assets presented in the consolidated balance sheet 374us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
272us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
MBS call options [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
Net amounts of assets presented in the consolidated balance sheet 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
0us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
Forward purchase contracts [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 3,775us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
1,229us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Net amounts of assets presented in the consolidated balance sheet 3,775us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
1,229us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Forward sales contracts [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 52us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
16,385us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
Net amounts of assets presented in the consolidated balance sheet 52us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
16,385us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
Put options on interest rate futures [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 193us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
566us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
Net amounts of assets presented in the consolidated balance sheet 193us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
566us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
Call options on interest rate futures [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 3,319us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
Net amounts of assets presented in the consolidated balance sheet 3,319us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
0us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
Netting [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
Gross amounts offset in the consolidated balance sheet (2,284)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
(12,986)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
Net amounts of assets presented in the consolidated balance sheet (2,284)us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
(12,986)us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
Derivatives subject to master netting arrangements [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 7,713us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
18,452us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
Gross amounts offset in the consolidated balance sheet (2,284)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
(12,986)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
Net amounts of assets presented in the consolidated balance sheet 5,429us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
5,466us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
Interest rate lock commitments [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 5,678us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
2,510us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Net amounts of assets presented in the consolidated balance sheet 5,678us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
2,510us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Derivatives not subject to master netting arrangements [Member]    
Derivative [Line Items]    
Gross amounts of recognized assets 13,391us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
20,962us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
Gross amounts offset in the consolidated balance sheet (2,284)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
(12,986)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
Net amounts of assets presented in the consolidated balance sheet $ 11,107us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
$ 7,976us-gaap_DerivativeAssets
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
XML 98 R135.htm IDEA: XBRL DOCUMENT v2.4.1.9
Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value - Summary of Financial Information Relating to Asset-Backed Secured Financing of Variable Interest Entity (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
During the year:      
Interest expense $ 6,490pmt_AssetBackedSecuredFinancingInterestExpense $ 1,612pmt_AssetBackedSecuredFinancingInterestExpense $ 0pmt_AssetBackedSecuredFinancingInterestExpense
Asset-backed secured financing of the variable interest entity at fair value [Member]      
During the year:      
Weighted-average fair value 167,752pmt_AverageBalanceDuringPeriodOfLoanSecuritized
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
43,108pmt_AverageBalanceDuringPeriodOfLoanSecuritized
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
0pmt_AverageBalanceDuringPeriodOfLoanSecuritized
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
Interest expense 6,489pmt_AssetBackedSecuredFinancingInterestExpense
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
1,612pmt_AssetBackedSecuredFinancingInterestExpense
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
0pmt_AssetBackedSecuredFinancingInterestExpense
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
Weighted-average effective interest rate 3.82%pmt_AssetBackedSecuredFinancingWeightedAverageEffectiveInterestRateDuringThePeriod
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
3.69%pmt_AssetBackedSecuredFinancingWeightedAverageEffectiveInterestRateDuringThePeriod
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
0.00%pmt_AssetBackedSecuredFinancingWeightedAverageEffectiveInterestRateDuringThePeriod
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
At period end:      
Fair value $ 165,920us-gaap_PrincipalAmountOutstandingOnLoansSecuritized
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
$ 165,415us-gaap_PrincipalAmountOutstandingOnLoansSecuritized
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
$ 0us-gaap_PrincipalAmountOutstandingOnLoansSecuritized
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
Interest rate 3.50%pmt_AssetBackedSecuredFinancingInterestRateAtPeriodEnd
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
3.50%pmt_AssetBackedSecuredFinancingInterestRateAtPeriodEnd
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
0.00%pmt_AssetBackedSecuredFinancingInterestRateAtPeriodEnd
/ us-gaap_FinancialInstrumentAxis
= us-gaap_AssetBackedSecuritiesMember
XML 99 R113.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans Acquired for Sale at Fair Value - Additional Information (Detail)
12 Months Ended
Dec. 31, 2014
Fair Value Disclosures [Abstract]  
Sourcing fee on the unpaid principal balance 0.03%pmt_SourcingFeeOnUnpaidPrincipalBalance
XML 100 R6.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dividends declared per share $ 2.40us-gaap_CommonStockDividendsPerShareDeclared $ 2.87us-gaap_CommonStockDividendsPerShareDeclared $ 2.22us-gaap_CommonStockDividendsPerShareDeclared
Retained earnings [Member]      
Dividends declared per share $ 2.40us-gaap_CommonStockDividendsPerShareDeclared
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
$ 2.87us-gaap_CommonStockDividendsPerShareDeclared
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
$ 2.22us-gaap_CommonStockDividendsPerShareDeclared
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
XML 101 R94.htm IDEA: XBRL DOCUMENT v2.4.1.9
Loan Sales and Variable Interest Entities - Summary of Cash Flows between Company and Transferees in Transfers Accounted for Sales (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash flows:      
Proceeds from sales $ 11,703,015us-gaap_CashFlowsBetweenTransfereeAndTransferorProceedsFromNewTransfers $ 15,818,582us-gaap_CashFlowsBetweenTransfereeAndTransferorProceedsFromNewTransfers $ 12,834,002us-gaap_CashFlowsBetweenTransfereeAndTransferorProceedsFromNewTransfers
Servicing fees received 70,294us-gaap_CashFlowsBetweenTransfereeAndTransferorServicingFees 51,712us-gaap_CashFlowsBetweenTransfereeAndTransferorServicingFees 10,871us-gaap_CashFlowsBetweenTransfereeAndTransferorServicingFees
Period end information:      
Unpaid principal balance of mortgage loans outstanding 34,161,360us-gaap_ContinuingInvolvementWithTransferredFinancialAssetsPrincipalAmountOutstanding 25,792,933us-gaap_ContinuingInvolvementWithTransferredFinancialAssetsPrincipalAmountOutstanding 12,168,740us-gaap_ContinuingInvolvementWithTransferredFinancialAssetsPrincipalAmountOutstanding
Unpaid principal balance of delinquent mortgage loans:      
30-89 days delinquent 110,176pmt_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritizedThirtyToEightyNineDaysDelinquent 68,156pmt_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritizedThirtyToEightyNineDaysDelinquent 45,021pmt_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritizedThirtyToEightyNineDaysDelinquent
90 or more days delinquent      
Not in foreclosure 25,418pmt_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritizedNinetyDaysOrMoreNotInForeclosure 7,941pmt_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritizedNinetyDaysOrMoreNotInForeclosure 913pmt_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritizedNinetyDaysOrMoreNotInForeclosure
In foreclosure or bankruptcy 13,172pmt_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritizedNinetyDaysOrMoreInForeclosure 5,434pmt_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritizedNinetyDaysOrMoreInForeclosure 473pmt_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritizedNinetyDaysOrMoreInForeclosure
Unpaid principal balance of loans outstanding at period-end 38,590pmt_UnpaidBalanceMortgageLoansSoldWithContinuingInvolvementDelinquentNinetyDaysOrMore 13,375pmt_UnpaidBalanceMortgageLoansSoldWithContinuingInvolvementDelinquentNinetyDaysOrMore 1,386pmt_UnpaidBalanceMortgageLoansSoldWithContinuingInvolvementDelinquentNinetyDaysOrMore
Unpaid principal balance of delinquent mortgage loans $ 148,766us-gaap_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritized $ 81,531us-gaap_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritized $ 46,407us-gaap_DelinquentAmountAtEndOfPeriodOnLoansManagedAndSecuritized
XML 102 R160.htm IDEA: XBRL DOCUMENT v2.4.1.9
Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract]      
Cash paid for interest $ 94,116us-gaap_InterestPaid $ 67,374us-gaap_InterestPaid $ 31,693us-gaap_InterestPaid
Income tax (refund) paid (6,562)us-gaap_IncomeTaxesPaidNet (9,200)us-gaap_IncomeTaxesPaidNet 12,700us-gaap_IncomeTaxesPaidNet
Non-cash investing activities:      
Transfer of mortgage loans acquired for sale at fair value to mortgage loans at fair value held by variable interest entity 0us-gaap_TransferOfLoansHeldForSaleToPortfolioLoans1 536,776us-gaap_TransferOfLoansHeldForSaleToPortfolioLoans1 0us-gaap_TransferOfLoansHeldForSaleToPortfolioLoans1
Transfer of mortgage loans and advances to real estate acquired in settlement of loans 364,945pmt_RealEstateAcquiredInSatisfactionOfDebt 185,061pmt_RealEstateAcquiredInSatisfactionOfDebt 112,642pmt_RealEstateAcquiredInSatisfactionOfDebt
Transfer of mortgage loans acquired for sale to mortgage loans at fair value 0pmt_TransferFromMortgageLoansAcquiredForSale 0pmt_TransferFromMortgageLoansAcquiredForSale 18pmt_TransferFromMortgageLoansAcquiredForSale
Purchase of mortgage loans financed through forward purchase agreements 2,828pmt_PurchaseOfMortgageLoansFinancedThroughForwardPurchaseAgreements 246,605pmt_PurchaseOfMortgageLoansFinancedThroughForwardPurchaseAgreements 1,070pmt_PurchaseOfMortgageLoansFinancedThroughForwardPurchaseAgreements
Transfer of mortgage loans under forward purchase agreements to mortgage loans at fair value 205,902pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoansAtFairValue 15,347pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoansAtFairValue 117,913pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoansAtFairValue
Transfer of mortgage loans under forward purchase agreements and advances to REO under forward purchase agreements 9,369pmt_RealEstateAcquiredInSatisfactionOfDebtUnderForwardPurchaseAgreements 9,922pmt_RealEstateAcquiredInSatisfactionOfDebtUnderForwardPurchaseAgreements 6,633pmt_RealEstateAcquiredInSatisfactionOfDebtUnderForwardPurchaseAgreements
Receipt of MSRs as proceeds from sales of loans 121,333pmt_ReceiptOfMortgageServicingRightsAsProceedsFromSalesOfLoans 183,032pmt_ReceiptOfMortgageServicingRightsAsProceedsFromSalesOfLoans 134,682pmt_ReceiptOfMortgageServicingRightsAsProceedsFromSalesOfLoans
Purchase of REO financed through forward purchase agreements 68pmt_PurchaseOfRealEstateFinancedThroughForwardPurchaseAgreements 4pmt_PurchaseOfRealEstateFinancedThroughForwardPurchaseAgreements 249pmt_PurchaseOfRealEstateFinancedThroughForwardPurchaseAgreements
Receipt of ESS pursuant to recapture agreement with PFSI 7,343pmt_IncreaseDecreaseOfExcessServicingSpreadRecaptureReceivableFromAffiliates 0pmt_IncreaseDecreaseOfExcessServicingSpreadRecaptureReceivableFromAffiliates 0pmt_IncreaseDecreaseOfExcessServicingSpreadRecaptureReceivableFromAffiliates
Transfer of REO under forward purchase agreements to REO 12,737pmt_TransfersFromReoUnderForwardPurchasesAgreements 117pmt_TransfersFromReoUnderForwardPurchasesAgreements 21,819pmt_TransfersFromReoUnderForwardPurchasesAgreements
Non-cash financing activities:      
Purchase of mortgage loans financed through forward purchase agreements 2,828pmt_PurchaseOfMortgageLoansFinancedThroughForwardPurchaseAgreements 246,605pmt_PurchaseOfMortgageLoansFinancedThroughForwardPurchaseAgreements 1,070pmt_PurchaseOfMortgageLoansFinancedThroughForwardPurchaseAgreements
Purchase of REO financed through forward purchase agreements 68pmt_PurchaseOfRealEstateFinancedThroughForwardPurchaseAgreements 4pmt_PurchaseOfRealEstateFinancedThroughForwardPurchaseAgreements 249pmt_PurchaseOfRealEstateFinancedThroughForwardPurchaseAgreements
Transfer of mortgage loans at fair value financed through agreements to repurchase to REO financed under agreements to repurchase 2,731pmt_TransferMortgageLoansFinancedToReoFinanced 44,395pmt_TransferMortgageLoansFinancedToReoFinanced 0pmt_TransferMortgageLoansFinancedToReoFinanced
Dividends payable $ 45,894us-gaap_DividendsPayableCurrentAndNoncurrent $ 41,570us-gaap_DividendsPayableCurrentAndNoncurrent $ 0us-gaap_DividendsPayableCurrentAndNoncurrent
XML 103 R138.htm IDEA: XBRL DOCUMENT v2.4.1.9
Exchangeable Senior Notes - Summary of Financial Information Relating to Notes (Parenthetical) (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Debt Disclosure [Abstract]    
Amortization of debt issuance costs $ 920,000us-gaap_AmortizationOfFinancingCostsAndDiscounts $ 584,000us-gaap_AmortizationOfFinancingCostsAndDiscounts
XML 104 R140.htm IDEA: XBRL DOCUMENT v2.4.1.9
Liability for Losses under Representations and Warranties - Summary of Company's Liability for Losses under Representations and Warranties (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Mortgage Banking [Abstract]      
Balance, beginning of year $ 10,110pmt_RepresentationsAndWarrantiesLiability $ 4,441pmt_RepresentationsAndWarrantiesLiability $ 205pmt_RepresentationsAndWarrantiesLiability
Provision for losses 4,255pmt_ProvisionsForRepresentationsAndWarrantiesLosses 5,669pmt_ProvisionsForRepresentationsAndWarrantiesLosses 4,236pmt_ProvisionsForRepresentationsAndWarrantiesLosses
Losses charged (123)pmt_RepresentationsAndWarrantiesLossesIncurred 0pmt_RepresentationsAndWarrantiesLossesIncurred 0pmt_RepresentationsAndWarrantiesLossesIncurred
Balance, end of year 14,242pmt_RepresentationsAndWarrantiesLiability 10,110pmt_RepresentationsAndWarrantiesLiability 4,441pmt_RepresentationsAndWarrantiesLiability
Unpaid principal balance of mortgage loans subject to representations and warranties at period end $ 34,673,414pmt_GuaranteeObligationsRecourseProvisionUnpaidPrincipalBalanceOfMortgageLoansSubjectToRepresentationsAndWarranties $ 25,652,972pmt_GuaranteeObligationsRecourseProvisionUnpaidPrincipalBalanceOfMortgageLoansSubjectToRepresentationsAndWarranties $ 12,168,454pmt_GuaranteeObligationsRecourseProvisionUnpaidPrincipalBalanceOfMortgageLoansSubjectToRepresentationsAndWarranties
XML 105 R59.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Servicing Rights (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of MSRs Carried at Fair Value

Following is a summary of MSRs carried at fair value:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance at beginning of period

   $ 26,452       $ 1,346       $ 749   

Additions:

        

Purchases

     —           1,419         20   

MSRs resulting from loan sales

     47,693         23,071         1,508   
  

 

 

    

 

 

    

 

 

 

Total additions

  47,693      24,490      1,528   
  

 

 

    

 

 

    

 

 

 

Change in fair value:

Due to changes in valuation inputs or assumptions used in valuation model (1)

  (11,455   1,338      (708

Other changes in fair value (2)

  (5,193   (722   (144
  

 

 

    

 

 

    

 

 

 
  (16,648   616      (852
  

 

 

    

 

 

    

 

 

 

Sales

  (139   —        (79
  

 

 

    

 

 

    

 

 

 

Balance at end of period

$ 57,358    $ 26,452    $ 1,346   
  

 

 

    

 

 

    

 

 

 

 

(1) Principally reflects changes in pricing spread (discount rates) and prepayment speed inputs, primarily due to changes in interest rates.
(2) Represents changes due to realization of expected cash flows.
Summary of MSRs Carried at Amortized Cost

Following is a summary of MSRs carried at amortized cost:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Amortized Cost:

        

Balance at beginning of period

   $ 266,697       $ 132,977       $ 5,282   

MSRs resulting from loan sales

     73,640         159,961         133,159   

Purchases

     —           —           15   

Amortization

     (31,911      (26,241      (5,460

Sales

     (289      —           (19
  

 

 

    

 

 

    

 

 

 

Balance at end of period

  308,137      266,697      132,977   
  

 

 

    

 

 

    

 

 

 

Valuation Allowance:

Balance at beginning of period

  (2,577   (7,547   —     

Reversals (additions)

  (5,138   4,970      (7,547
  

 

 

    

 

 

    

 

 

 

Balance at end of period

  (7,715   (2,577   (7,547
  

 

 

    

 

 

    

 

 

 

MSRs, net

$ 300,422    $ 264,120    $ 125,430   
  

 

 

    

 

 

    

 

 

 

Estimated fair value at end of period

$ 322,230    $ 289,737    $ 126,995   
  

 

 

    

 

 

    

 

 

 
Summary of Company's Estimate of Amortization of Existing MSRs Carried at Amortized Cost

The following table summarizes the Company’s estimate of amortization of its existing MSRs carried at amortized cost. This projection was developed using assumptions made by the Manager in its December 31, 2014 valuation of MSRs. The assumptions underlying the following estimate will change as market conditions and portfolio composition and behavior change, causing both actual and projected amortization levels to change over time. Therefore, the following estimates will change in a manner and amount not presently determinable by the Manager.

 

Year ending December 31,

   Estimated MSR
amortization
 
     (in thousands)  

2015

   $ 32,122   

2016

     31,986   

2017

     29,893   

2018

     27,244   

2019

     24,680   

Thereafter

     162,212   
  

 

 

 

Total

$ 308,137   
  

 

 

 
XML 106 R99.htm IDEA: XBRL DOCUMENT v2.4.1.9
Netting of Financial Instruments - Summary of Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet $ 2,752,796us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned $ 2,041,566us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
Gross amounts not offset in the consolidated balance sheet, Financial instruments (2,750,366)us-gaap_DerivativeFairValueOfDerivativeNet (2,039,605)us-gaap_DerivativeFairValueOfDerivativeNet
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
Net amount 2,430us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral 1,961us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
Interest rate lock commitments [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 17us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= us-gaap_InterestRateLockCommitmentsMember
1,261us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= us-gaap_InterestRateLockCommitmentsMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments 0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= us-gaap_InterestRateLockCommitmentsMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= us-gaap_InterestRateLockCommitmentsMember
Net amount 17us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= us-gaap_InterestRateLockCommitmentsMember
1,261us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= us-gaap_InterestRateLockCommitmentsMember
Morgan Stanley Bank, N.A. [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 121,975us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
30,226us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments (121,975)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
(30,226)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
Net amount 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
Bank of Oklahoma [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 369us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfOklahomaMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfOklahomaMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments 0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfOklahomaMember
0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfOklahomaMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfOklahomaMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfOklahomaMember
Net amount 369us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfOklahomaMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfOklahomaMember
Daiwa Capital Markets [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 126,909us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
132,525us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments (126,909)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
(132,525)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
Net amount 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
Citibank, N.A. [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 797,851us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
945,015us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments (797,663)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
(944,856)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
Net amount 188us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
159us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
Credit Suisse First Boston Mortgage Capital LLC [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 966,155us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
523,546us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments (966,155)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
(523,546)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
Net amount 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
Bank of America, N.A. [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 529,144us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
408,452us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments (529,144)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
(408,452)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
Net amount 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
Deutsche Bank [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
110us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments 0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
Net amount 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
110us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_DeutscheBankMember
RBS Securities [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 208,520us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_RbsSecuritiesIncMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_RbsSecuritiesIncMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments (208,520)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_RbsSecuritiesIncMember
0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_RbsSecuritiesIncMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_RbsSecuritiesIncMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_RbsSecuritiesIncMember
Net amount 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_RbsSecuritiesIncMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_RbsSecuritiesIncMember
Other [Member]    
Derivative [Line Items]    
Net amounts of liabilities presented in the consolidated balance sheet 1,856us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
431us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
Gross amounts not offset in the consolidated balance sheet, Financial instruments 0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
Gross amounts not offset in the consolidated balance sheet, Cash collateral pledged 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedCollateralRightToReclaimCash
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
Net amount $ 1,856us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
$ 431us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAmountOffsetAgainstCollateral
/ us-gaap_CounterpartyNameAxis
= pmt_OtherCounterpartiesMember
XML 107 R35.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Loan Servicing Fees
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Net Loan Servicing Fees

Note 28—Net Loan Servicing Fees

Net loan servicing fees is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Servicing fees (1)

   $ 80,008       $ 54,725       $ 10,982   

MSR recapture fee receivable from PFSI

     9         709         —     

Effect of MSRs:

        

Carried at lower of amortized cost or fair value

        

Amortization

     (31,911      (26,241      (5,460

(Provision for) reversal of impairment

     (5,138      4,970         (7,547

Gain on sale

     46         —           —     

Carried at fair value - change in fair value

     (16,648      616         (852

Gains (losses) on hedging derivatives

     11,527         (1,988      2,123   
  

 

 

    

 

 

    

 

 

 
  (42,124   (22,643   (11,736
  

 

 

    

 

 

    

 

 

 

Net loan servicing fees

$ 37,893    $ 32,791    $ (754
  

 

 

    

 

 

    

 

 

 

Average servicing portfolio

$ 29,709,898    $ 20,670,861    $ 3,667,941   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes contractually specified servicing and ancillary fees.
XML 108 R147.htm IDEA: XBRL DOCUMENT v2.4.1.9
Share-Based Compensation Plans - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Percentage of Company's issued and outstanding shares 8.00%pmt_MaximumEquityBasedAwardsIssuablePercentageOfIssuedAndOutstandingSharesAsOfGrantDate
Estimated fair value of assumed grantee forfeiture rates 15.00%pmt_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsEstimatedForfeitureRate
Number of share units outstanding expected to vest 731,595pmt_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentOtherThanOptionVestedAndExpectedToVestNumber
Weighted average grant date fair value of shares expected to vest $ 24.29pmt_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedAndExpectedToVestWeightedAverageGrantDateFairValue
Weighted average remaining vesting period of shares expected to vest 28 months
Minimum [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting period 1 year
Percentage of minimum exercise price of fair value of company's shares on the date of grant award 100.00%pmt_ShareBasedCompensationMinimumExercisePricePerShareOnFairValuePerShareOfStockPercentage
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Maximum [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting period 4 years
Share unit award under the equity incentive plan 10 years
XML 109 R131.htm IDEA: XBRL DOCUMENT v2.4.1.9
Assets Sold Under Agreements to Repurchase - Summary of Maturities of Outstanding Assets Sold under Agreements to Repurchase by Maturity Date (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Assets Sold under Agreements to Repurchase [Line Items]      
Maturity of repurchase agreements $ 2,730,130us-gaap_SecuritiesSoldUnderAgreementsToRepurchase $ 2,039,605us-gaap_SecuritiesSoldUnderAgreementsToRepurchase $ 1,256,102us-gaap_SecuritiesSoldUnderAgreementsToRepurchase
Securities sold under agreements to repurchase at fair value [Member]      
Assets Sold under Agreements to Repurchase [Line Items]      
Maturity of repurchase agreements 2,730,130us-gaap_SecuritiesSoldUnderAgreementsToRepurchase
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
   
Weighted average maturity 6 years 10 months 24 days    
Securities sold under agreements to repurchase at fair value [Member] | Within 30 days [Member]      
Assets Sold under Agreements to Repurchase [Line Items]      
Maturity of repurchase agreements 493,560us-gaap_SecuritiesSoldUnderAgreementsToRepurchase
/ us-gaap_AssetsSoldUnderAgreementsToRepurchaseMaturityPeriodsAxis
= us-gaap_MaturityUpTo30DaysMember
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
   
Securities sold under agreements to repurchase at fair value [Member] | Over 30 to 90 days [Member]      
Assets Sold under Agreements to Repurchase [Line Items]      
Maturity of repurchase agreements 508,083us-gaap_SecuritiesSoldUnderAgreementsToRepurchase
/ us-gaap_AssetsSoldUnderAgreementsToRepurchaseMaturityPeriodsAxis
= us-gaap_Maturity30To90DaysMember
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
   
Securities sold under agreements to repurchase at fair value [Member] | Over 90 days to 180 days [Member]      
Assets Sold under Agreements to Repurchase [Line Items]      
Maturity of repurchase agreements 0us-gaap_SecuritiesSoldUnderAgreementsToRepurchase
/ us-gaap_AssetsSoldUnderAgreementsToRepurchaseMaturityPeriodsAxis
= pmt_MaturityNineZeroToOneEightZeroDaysMember
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
   
Securities sold under agreements to repurchase at fair value [Member] | Over 180 days to 1 year [Member]      
Assets Sold under Agreements to Repurchase [Line Items]      
Maturity of repurchase agreements 1,613,709us-gaap_SecuritiesSoldUnderAgreementsToRepurchase
/ us-gaap_AssetsSoldUnderAgreementsToRepurchaseMaturityPeriodsAxis
= pmt_MaturityOneEightZeroDaysToOneYearMember
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
   
Securities sold under agreements to repurchase at fair value [Member] | Over 1 year to 2 years [Member]      
Assets Sold under Agreements to Repurchase [Line Items]      
Maturity of repurchase agreements $ 114,778us-gaap_SecuritiesSoldUnderAgreementsToRepurchase
/ us-gaap_AssetsSoldUnderAgreementsToRepurchaseMaturityPeriodsAxis
= pmt_MaturityOneToTwoYearsMember
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
   
XML 110 R65.htm IDEA: XBRL DOCUMENT v2.4.1.9
Borrowings under Forward Purchase Agreements (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Financial Information Relating to Borrowings under Forward Purchase Agreements

Following is a summary of financial information relating to borrowings under forward purchase agreements:

 

     Year ended December 31,  
     2014     2013     2012  
     (dollars in thousands)  

During the year:

      

Weighted-average effective interest rate

     2.84     2.94     4.01

Weighted-average balance

   $ 82,056      $ 124,394      $ 58,719   

Interest expense

   $ 2,364      $ 3,707      $ 2,396   

Maximum daily amount outstanding

   $ 226,848      $ 244,047      $ 152,428   

At year end:

      

Balance

   $ —        $ 226,580      $ —     

Interest rate

     0.00     3.02     0.00

Fair value of underlying loans and REO

   $ —        $ 226,833      $ —     
XML 111 R22.htm IDEA: XBRL DOCUMENT v2.4.1.9
Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements

Note 15—Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements

Following is a summary of the activity in REO under forward purchase agreements:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance at beginning of period

   $ 9,138       $ —         $ 22,979   

Purchases

     68         4         249   

Transfers from mortgage loans under forward purchase agreements at fair value and advances

     9,369         9,922         6,633   

Transfers to REO

     (12,737      (117      (21,819

Results of REO under forward purchase agreements:

        

Valuation adjustments, net

     (779      (112      (449

Gain on sale, net

     306         92         2,319   
  

 

 

    

 

 

    

 

 

 
  (473   (20   1,870   

Proceeds from sales

  (5,365   (651   (9,912
  

 

 

    

 

 

    

 

 

 

Balance at end of period

$ —      $ 9,138    $ —     
  

 

 

    

 

 

    

 

 

 
XML 112 R36.htm IDEA: XBRL DOCUMENT v2.4.1.9
Share-Based Compensation Plans
12 Months Ended
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation Plans

Note 29—Share-Based Compensation Plans

The Company has adopted an equity incentive plan which provides for the issuance of equity based awards, including share options, restricted shares, restricted share units, unrestricted common share awards, LTIP units (a special class of partnership interests in the Operating Partnership) and other awards based on PMT’s shares that may be awarded by the Company directly to its officers and trustees, and the members, officers, trustees, directors and employees of PennyMac that provide services to PMT. The equity incentive plan is administered by the Company’s compensation committee, pursuant to authority delegated by the board of trustees, which has the authority to make awards to the eligible participants referenced above, and to determine what form the awards will take, and the terms and conditions of the awards.

The Company’s equity incentive plan allows for grants of equity-based awards up to an aggregate of 8% of PMT’s issued and outstanding shares on a diluted basis at the time of the award.

 

The shares underlying award grants will again be available for award under the equity incentive plan if:

 

    any shares subject to an award granted under the equity incentive plan are forfeited, cancelled, exchanged or surrendered;

 

    an award terminates or expires without a distribution of shares to the participant; or

 

    shares are surrendered or withheld by PMT as payment of either the exercise price of an award and/or withholding taxes for an award.

Restricted share units have been awarded to trustees and officers of the Company and to employees of PennyMac. Such awards generally vest over a one- to four-year period. Each share unit awarded under the equity incentive plan will have a term of no longer than ten years, and will have an exercise price that is no less than 100% of the fair value of the Company’s shares on the date of grant of the award.

The Company’s estimate of value included assumed grantee forfeiture rates of 15% per year, except for certain of PMT’s officers and its board of trustees, for which no turnover was assumed.

The table below summarizes restricted share unit activity and compensation expense:

 

     Year ended December 31,  
     2014      2013      2012  

Number of units:

        

Outstanding at beginning of year

     661,372         665,617         491,809   

Granted

     300,131         255,445         350,000   

Vested

     (234,466      (253,509      (161,678

Canceled

     (1,625      (6,181      (14,514
  

 

 

    

 

 

    

 

 

 

Outstanding at end of year

  725,412      661,372      665,617   
  

 

 

    

 

 

    

 

 

 

Weighted Average Grant Date Fair Value:

Outstanding at beginning of year

$ 19.95    $ 15.92    $ 12.57   

Granted

$ 21.05    $ 23.91    $ 18.91   

Vested

$ 19.68    $ 13.40    $ 12.15   

Canceled

$ 18.74    $ 20.06    $ 16.82   

Outstanding at end of year

$ 21.00    $ 19.95    $ 15.92   

Compensation expense recorded during the year

$ 7,107,000    $ 6,763,000    $ 6,032,000   

Year end:

Units available for future awards (1)

  5,293,433      5,029,174      4,014,159   

Unamortized compensation cost

$ 7,023,418    $ 6,178,000    $ 5,798,000   

 

(1) Based on shares outstanding as of December 31, 2014. Total units available for future awards may be adjusted in accordance with the equity incentive plan based on future issuances of PMT’s shares as described above.

As of December 31, 2014, 731,595 restricted share units with a weighted average grant date fair value of $24.29 per share unit are expected to vest over their average remaining vesting period of 28 months. The grant date fair values of share unit awards are based on the market value of the Company’s stock at the date of grant.

XML 113 R98.htm IDEA: XBRL DOCUMENT v2.4.1.9
Netting of Financial Instruments - Schedule of Offsetting of Derivative Liabilities and Financial Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Derivative [Line Items]    
Gross amounts of recognized liabilities $ 2,757,544us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross $ 2,049,581us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
Gross amounts offset in the consolidated balance sheet (4,748)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset (8,015)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
Net amounts of liabilities presented in the consolidated balance sheet 2,752,796us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned 2,041,566us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
Forward purchase contracts [Member]    
Derivative [Line Items]    
Gross amounts of recognized liabilities 34us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
7,420us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Net amounts of liabilities presented in the consolidated balance sheet 34us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
7,420us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
Forward sales contracts [Member]    
Derivative [Line Items]    
Gross amounts of recognized liabilities 6,649us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_ForwardContractsMember
1,295us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_ForwardContractsMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_ForwardContractsMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_ForwardContractsMember
Net amounts of liabilities presented in the consolidated balance sheet 6,649us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_ForwardContractsMember
1,295us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_ForwardContractsMember
Treasury future sale contracts [Member]    
Derivative [Line Items]    
Gross amounts of recognized liabilities 478us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
Net amounts of liabilities presented in the consolidated balance sheet 478us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
Netting [Member]    
Derivative [Line Items]    
Gross amounts of recognized liabilities 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
Gross amounts offset in the consolidated balance sheet (4,748)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
(8,015)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
Net amounts of liabilities presented in the consolidated balance sheet (4,748)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
(8,015)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_NettingMember
Derivatives subject to master netting arrangements [Member]    
Derivative [Line Items]    
Gross amounts of recognized liabilities 7,161us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
8,715us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
Gross amounts offset in the consolidated balance sheet (4,748)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
(8,015)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
Net amounts of liabilities presented in the consolidated balance sheet 2,413us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
700us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesSubjectToMasterNettingAdjustmentMember
Interest rate lock commitments [Member]    
Derivative [Line Items]    
Gross amounts of recognized liabilities 17us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
1,261us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Net amounts of liabilities presented in the consolidated balance sheet 17us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
1,261us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_InterestRateLockCommitmentsMember
Derivatives not subject to master netting arrangements [Member]    
Derivative [Line Items]    
Gross amounts of recognized liabilities 7,178us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
9,976us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
Gross amounts offset in the consolidated balance sheet (4,748)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
(8,015)us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
Net amounts of liabilities presented in the consolidated balance sheet 2,430us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
1,961us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_DerivativesNotSubjectToMasterNettingAdjustmentMember
Security sold under agreements to repurchase [Member]    
Derivative [Line Items]    
Gross amounts of recognized liabilities 2,750,366us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
2,039,605us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedGross
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
Gross amounts offset in the consolidated balance sheet 0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
0us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoanedAsset
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
Net amounts of liabilities presented in the consolidated balance sheet $ 2,750,366us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
$ 2,039,605us-gaap_DerivativeLiabilitySecuritiesSoldUnderAgreementsToResellSecuritiesLoaned
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
XML 114 R123.htm IDEA: XBRL DOCUMENT v2.4.1.9
Real Estate Acquired in Settlement of Loans - Summary of Financial Information Relating to REO (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Real Estate [Abstract]      
Balance at beginning of period $ 138,942us-gaap_RealEstateAcquiredThroughForeclosure $ 88,078us-gaap_RealEstateAcquiredThroughForeclosure $ 80,570us-gaap_RealEstateAcquiredThroughForeclosure
Purchases 3,049pmt_PurchasesOfRealEstateAcquiredInSettlementOfLoans 82pmt_PurchasesOfRealEstateAcquiredInSettlementOfLoans 48pmt_PurchasesOfRealEstateAcquiredInSettlementOfLoans
Transfers from mortgage loans at fair value and advances 364,945pmt_RealEstateAcquiredInSatisfactionOfDebt 185,061pmt_RealEstateAcquiredInSatisfactionOfDebt 112,642pmt_RealEstateAcquiredInSatisfactionOfDebt
Transfers from REO under forward purchase agreements 12,737pmt_TransfersFromReoUnderForwardPurchasesAgreements 117pmt_TransfersFromReoUnderForwardPurchasesAgreements 21,819pmt_TransfersFromReoUnderForwardPurchasesAgreements
Results of REO:      
Valuation adjustments, net (45,476)us-gaap_RealEstateOwnedValuationAllowanceProvision1 (24,002)us-gaap_RealEstateOwnedValuationAllowanceProvision1 (16,942)us-gaap_RealEstateOwnedValuationAllowanceProvision1
Gain on sale, net 13,498pmt_GainsLossesRecognizedUponSaleOfOtherRealEstate 10,531pmt_GainsLossesRecognizedUponSaleOfOtherRealEstate 16,440pmt_GainsLossesRecognizedUponSaleOfOtherRealEstate
Total gain (31,978)us-gaap_GainsLossesOnSalesOfOtherRealEstate (13,471)us-gaap_GainsLossesOnSalesOfOtherRealEstate (502)us-gaap_GainsLossesOnSalesOfOtherRealEstate
Proceeds from sales (184,467)us-gaap_ProceedsFromSaleOfOtherRealEstate (120,925)us-gaap_ProceedsFromSaleOfOtherRealEstate (126,499)us-gaap_ProceedsFromSaleOfOtherRealEstate
Balance at end of period 303,228us-gaap_RealEstateAcquiredThroughForeclosure 138,942us-gaap_RealEstateAcquiredThroughForeclosure 88,078us-gaap_RealEstateAcquiredThroughForeclosure
At period end:      
REO pledged to secure assets sold under agreements to repurchase 138,284pmt_RealEstateAcquiredThroughForeclosurePledgedToSecureBorrowings 17,453pmt_RealEstateAcquiredThroughForeclosurePledgedToSecureBorrowings 9,061pmt_RealEstateAcquiredThroughForeclosurePledgedToSecureBorrowings
REO held in a consolidated subsidiary whose stock is pledged to secure financings of such properties $ 12,365pmt_RealEstateOwnedHeldInSubsidiaryForFinancingPurposes $ 71,951pmt_RealEstateOwnedHeldInSubsidiaryForFinancingPurposes $ 14,773pmt_RealEstateOwnedHeldInSubsidiaryForFinancingPurposes
XML 115 R24.htm IDEA: XBRL DOCUMENT v2.4.1.9
Assets Sold Under Agreements to Repurchase
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Assets Sold Under Agreements to Repurchase

Note 17— Assets Sold Under Agreements to Repurchase

Following is a summary of financial information relating to assets sold under agreements to repurchase:

 

     Year ending December 31,  
     2014     2013     2012  
     (dollars in thousands)  

During the year:

      

Weighted-average interest rate (1)

     2.12     2.43     2.77

Average balance

   $ 2,311,273      $ 1,552,912      $ 805,461   

Total interest expense

   $ 58,304      $ 47,790      $ 28,025   

Maximum daily amount outstanding

   $ 3,203,989      $ 3,124,616      $ 1,684,712   

At year end:

      

Balance

   $ 2,730,130      $ 2,039,605      $ 1,256,102   

Weighted-average stated interest rate

     2.32     2.29     3.02

Available borrowing capacity:

      

Committed

   $ 652,360      $ 1,467,138      $ 643,898   

Uncommitted

     695,000        150,000        350,000   
  

 

 

   

 

 

   

 

 

 
$ 1,347,360    $ 1,617,138    $ 993,898   
  

 

 

   

 

 

   

 

 

 

Margin deposits placed with counterparties

$ 5,579    $ 3,201    $ 4,468   

Fair value of assets securing agreements to repurchase:

Mortgage-backed securities

$ 307,363    $ 197,401    $ —     

Mortgage loans acquired for sale at fair value

  609,608      454,210      972,079   

Mortgage loans at fair value

  2,543,242      2,315,313      949,060   

Real estate acquired in settlement of loans

  150,649      89,404      23,834   
  

 

 

   

 

 

   

 

 

 
$ 3,610,862    $ 3,056,328    $ 1,944,973   
  

 

 

   

 

 

   

 

 

 

 

(1) Excludes the amortization of commitment fees and issuance costs of $9.4 million, $10.0 million, and $5.5 million for the years ended December 31, 2014, 2013, and 2012, respectively.

Following is a summary of maturities of outstanding assets sold under agreements to repurchase by maturity date:

 

Remaining Maturity at December 31, 2014

   Balance  
     (in thousands)  

Within 30 days

   $ 493,560   

Over 30 to 90 days

     508,083   

Over 90 days to 180 days

     —     

Over 180 days to 1 year

     1,613,709   

Over 1 year to 2 years

     114,778   
  

 

 

 
$ 2,730,130   
  

 

 

 

Weighted average maturity (in months)

  6.9   

The Company is subject to margin calls during the period the agreements are outstanding and therefore may be required to repay a portion of the borrowings before the respective agreements mature if the value (as determined by the applicable lender) of the assets securing those agreements decreases. Margin deposits are included in Other assets in the consolidated balance sheets.

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) and maturity information relating to the Company’s assets sold under agreements to repurchase is summarized by counterparty below as of December 31, 2014:

Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase

 

Counterparty

   Amount at risk      Mortgage loans acquired for sale
weighted-average
repurchase agreement maturity 
   Facility maturity
     (in thousands)            

Citibank, N.A.

   $ 417,059       —      September 7, 2015

Credit Suisse First Boston Mortgage Capital LLC

   $ 294,288       May 9, 2015    October 30, 2015

The Royal Bank of Scotland Group

   $ 101,255       —      February 17, 2015

Bank of America, N.A.

   $ 39,447       March 17, 2015    January 30, 2015

Morgan Stanley

   $ 9,799       February 22, 2015    December 17, 2015

Securities sold under agreements to repurchase

 

Counterparty

   Amount at risk      Maturity
     (in thousands)       

Citibank, N.A.

   $ 332       January 2, 2015

Credit Suisse First Boston Mortgage Capital LLC

   $ 7,078       January 23, 2015

Bank of America, N.A.

   $ 2,512       February 17, 2015

Daiwa Capital Markets America Inc.

   $ 6,442       February 1, 2015
XML 116 R68.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Gain on Mortgage Loans Acquired for Sale (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Net Gain on Mortgage Loans Acquired for Sale

Net gain on mortgage loans acquired for sale is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash (loss) gain :

        

Sales proceeds, net

   $ (20,989    $ (197,580    $ 13,918   

Hedging activities

     (57,161      136,829         (57,040
  

 

 

    

 

 

    

 

 

 
  (78,150   (60,751   (43,122
  

 

 

    

 

 

    

 

 

 

Non cash gain:

Receipt of MSRs in loan sale transactions

  121,333      183,032      134,682   

Provision for losses relating to representations and warranties provided in loan sales

  (4,255   (5,669   (4,236

Change in fair value of IRLCs, mortgage loans and hedging derivatives held at period end:

IRLCs

  4,412      (18,230   13,707   

Mortgage loans

  3,825      (9,265   43,691   

Hedging derivatives

  (11,518   9,552      2,953   
  

 

 

    

 

 

    

 

 

 
  (3,281   (17,943   60,351   
  

 

 

    

 

 

    

 

 

 
$ 35,647    $ 98,669    $ 147,675   
  

 

 

    

 

 

    

 

 

XML 117 R108.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Summary of Key Inputs Used in Determining Fair Value of ESS (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Unpaid principal balance of underlying mortgage loans (in thousands) $ 4,573,369pmt_FairValueUnpaidPrincipalBalanceOfUnderlyingLoans $ 2,148,185pmt_FairValueUnpaidPrincipalBalanceOfUnderlyingLoans $ 161,153pmt_FairValueUnpaidPrincipalBalanceOfUnderlyingLoans
Average servicing fee rate (in basis points) 0.25%pmt_ServicesFeeAnnualRate 0.26%pmt_ServicesFeeAnnualRate 0.26%pmt_ServicesFeeAnnualRate
Minimum [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Pricing spread 8.50%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.40%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.50%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Annual total prepayment speed 8.00%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
8.00%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
 
Minimum [Member] | Excess servicing spread [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Pricing spread 1.70%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
2.80%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
 
Life (in years) 4 months 24 days 10 months 24 days  
Annual total prepayment speed 7.60%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.70%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
 
Maximum [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Pricing spread 14.30%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
14.40%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
16.50%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Annual total prepayment speed 39.60%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
20.00%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
 
Maximum [Member] | Excess servicing spread [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Pricing spread 12.00%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
14.40%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
 
Life (in years) 7 years 3 months 18 days 8 years  
Annual total prepayment speed 74.60%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
48.60%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
 
Weighted average [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Pricing spread 9.10%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
8.20%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
7.90%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Annual total prepayment speed 11.40%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
8.90%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
 
Weighted average [Member] | Excess servicing spread [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Unpaid principal balance of underlying mortgage loans (in thousands) $ 28,227,340pmt_FairValueUnpaidPrincipalBalanceOfUnderlyingLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
$ 20,512,659pmt_FairValueUnpaidPrincipalBalanceOfUnderlyingLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
 
Average servicing fee rate (in basis points) 0.31%pmt_ServicesFeeAnnualRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
0.32%pmt_ServicesFeeAnnualRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
 
Average ESS rate (in basis points) 0.16%pmt_ExcessServicingSpreadAnnualRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
0.16%pmt_ExcessServicingSpreadAnnualRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
 
Pricing spread 5.30%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
5.40%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
 
Life (in years) 5 years 9 months 18 days 6 years 1 month 6 days  
Annual total prepayment speed 11.20%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
9.70%pmt_FairValueInputsAnnualPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
 
XML 118 R153.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes - Components of Provision for Deferred Income Taxes (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]      
Real estate valuation loss $ (5,079)pmt_DeferredIncomeTaxExpenseBenefitRealEstateValuationLoss $ 2,651pmt_DeferredIncomeTaxExpenseBenefitRealEstateValuationLoss $ (5,512)pmt_DeferredIncomeTaxExpenseBenefitRealEstateValuationLoss
Mortgage servicing rights 27,996pmt_DeferredIncomeTaxExpenseBenefitMortgageServicingRights 66,284pmt_DeferredIncomeTaxExpenseBenefitMortgageServicingRights 49,420pmt_DeferredIncomeTaxExpenseBenefitMortgageServicingRights
Net operating loss carryforward (35,963)pmt_DeferredIncomeTaxExpenseBenefitOfOperatingLossCarryforward (38,783)pmt_DeferredIncomeTaxExpenseBenefitOfOperatingLossCarryforward 0pmt_DeferredIncomeTaxExpenseBenefitOfOperatingLossCarryforward
Liability for losses under representations and warranties (5,944)pmt_DeferredIncomeTaxExpenseBenefitOfLiabilityLossesUnderRepresentationAndWarranties 0pmt_DeferredIncomeTaxExpenseBenefitOfLiabilityLossesUnderRepresentationAndWarranties 0pmt_DeferredIncomeTaxExpenseBenefitOfLiabilityLossesUnderRepresentationAndWarranties
Other 3,454pmt_DeferredIncomeTaxExpenseBenefitOther (3,461)pmt_DeferredIncomeTaxExpenseBenefitOther (1,781)pmt_DeferredIncomeTaxExpenseBenefitOther
Valuation allowance 0pmt_DeferredIncomeTaxExpenseBenefitDeferredTaxAssetValuation 0pmt_DeferredIncomeTaxExpenseBenefitDeferredTaxAssetValuation 0pmt_DeferredIncomeTaxExpenseBenefitDeferredTaxAssetValuation
Total (benefit) provision for deferred income taxes $ (15,536)us-gaap_DeferredIncomeTaxExpenseBenefit $ 26,691us-gaap_DeferredIncomeTaxExpenseBenefit $ 42,127us-gaap_DeferredIncomeTaxExpenseBenefit
XML 119 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 120 R7.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash flows from operating activities      
Net income $ 194,544us-gaap_NetIncomeLoss $ 200,190us-gaap_NetIncomeLoss $ 138,249us-gaap_NetIncomeLoss
Adjustments to reconcile net income to net cash used by operating activities:      
Net gain on mortgage loans acquired for sale at fair value (35,647)us-gaap_GainLossOnSalesOfLoansNet (98,669)us-gaap_GainLossOnSalesOfLoansNet (147,675)us-gaap_GainLossOnSalesOfLoansNet
Accrual of unearned discounts and amortization of premiums on mortgage-backed securities, mortgage loans at fair value, and asset-backed secured financing (1,588)us-gaap_AccretionAmortizationOfDiscountsAndPremiumsInvestments (186)us-gaap_AccretionAmortizationOfDiscountsAndPremiumsInvestments (142)us-gaap_AccretionAmortizationOfDiscountsAndPremiumsInvestments
Capitalization of interest on mortgage loans at fair value (66,850)pmt_CapitalizationOfInterestAndAdvancesOnMortgageLoansAtFairValue (43,481)pmt_CapitalizationOfInterestAndAdvancesOnMortgageLoansAtFairValue (19,745)pmt_CapitalizationOfInterestAndAdvancesOnMortgageLoansAtFairValue
Accrual of interest on excess servicing spread (13,292)pmt_AccrualOfInterestOnExcessSpreadInvestment (1,348)pmt_AccrualOfInterestOnExcessSpreadInvestment 0pmt_AccrualOfInterestOnExcessSpreadInvestment
Amortization of credit facility commitment fees and debt issuance costs 9,763pmt_AmortizationOfCreditFacilityCommitmentFeesAndDebtIssuanceCosts 9,081pmt_AmortizationOfCreditFacilityCommitmentFeesAndDebtIssuanceCosts 2,952pmt_AmortizationOfCreditFacilityCommitmentFeesAndDebtIssuanceCosts
(Reversal) accrual of costs related to forward purchase agreements (168)pmt_AccrualOfCostsRelatedToForwardPurchaseAgreement 7,083pmt_AccrualOfCostsRelatedToForwardPurchaseAgreement 3,421pmt_AccrualOfCostsRelatedToForwardPurchaseAgreement
Net gain on investments (201,809)pmt_NetGainLossOnInvestments (210,168)pmt_NetGainLossOnInvestments (103,649)pmt_NetGainLossOnInvestments
Change in fair value, amortization and impairment of mortgage servicing rights 42,124us-gaap_MortgageServicingRightsMSRImpairmentRecovery 22,642us-gaap_MortgageServicingRightsMSRImpairmentRecovery 11,730us-gaap_MortgageServicingRightsMSRImpairmentRecovery
Results of real estate acquired in settlement of loans 32,451pmt_NetResultsOfRealEstateAcquiredInSettlementOfLoans 13,491pmt_NetResultsOfRealEstateAcquiredInSettlementOfLoans (1,368)pmt_NetResultsOfRealEstateAcquiredInSettlementOfLoans
Share-based compensation expense 5,752us-gaap_ShareBasedCompensation 5,452us-gaap_ShareBasedCompensation 5,067us-gaap_ShareBasedCompensation
Purchases of mortgage loans acquired for sale at fair value (28,381,456)us-gaap_PaymentsToPurchaseMortgageLoansHeldForSale (32,013,163)us-gaap_PaymentsToPurchaseMortgageLoansHeldForSale (22,439,514)us-gaap_PaymentsToPurchaseMortgageLoansHeldForSale
Purchases of mortgage loans acquired for sale at fair value from PennyMac Financial Services, Inc. (8,082)pmt_PaymentsToPurchaseMortgageLoansHeldForSaleAffiliates (12,339)pmt_PaymentsToPurchaseMortgageLoansHeldForSaleAffiliates (3,622)pmt_PaymentsToPurchaseMortgageLoansHeldForSaleAffiliates
Repurchase of mortgage loans subject to representation and warranties 1,747pmt_RepurchaseOfMortgageLoansSubjectToRepresentationAndWarranties 0pmt_RepurchaseOfMortgageLoansSubjectToRepresentationAndWarranties 0pmt_RepurchaseOfMortgageLoansSubjectToRepresentationAndWarranties
Sales and repurchases of mortgage loans acquired for sale at fair value to nonaffiliates 11,703,015us-gaap_ProceedsFromSaleOfMortgageLoansHeldForSale 15,818,582us-gaap_ProceedsFromSaleOfMortgageLoansHeldForSale 12,834,001us-gaap_ProceedsFromSaleOfMortgageLoansHeldForSale
Sales of mortgage loans acquired for sale to PennyMac Financial Services, Inc. 16,431,338pmt_ProceedsFromSaleOfMortgageLoansHeldForSaleToAffiliates 16,113,806pmt_ProceedsFromSaleOfMortgageLoansHeldForSaleToAffiliates 8,864,265pmt_ProceedsFromSaleOfMortgageLoansHeldForSaleToAffiliates
Increase in servicing advances (40,084)pmt_IncreaseDecreaseInServicingAdvances (35,134)pmt_IncreaseDecreaseInServicingAdvances (15,683)pmt_IncreaseDecreaseInServicingAdvances
Increase in due from PennyMac Financial Services, Inc. (127)us-gaap_IncreaseDecreaseDueFromAffiliates (1,180)us-gaap_IncreaseDecreaseDueFromAffiliates (4,482)us-gaap_IncreaseDecreaseDueFromAffiliates
Increase in other assets (24,910)us-gaap_IncreaseDecreaseInOtherOperatingAssets (33,956)us-gaap_IncreaseDecreaseInOtherOperatingAssets (12,948)us-gaap_IncreaseDecreaseInOtherOperatingAssets
Decrease in accounts payable and accrued liabilities (6,361)us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities (14,518)us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities 32,818us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
Increase in payable to PennyMac Financial Services, Inc. 2,122us-gaap_IncreaseDecreaseInDueToAffiliates 7,364us-gaap_IncreaseDecreaseInDueToAffiliates 50us-gaap_IncreaseDecreaseInDueToAffiliates
(Decrease) increase in income taxes payable (8,518)us-gaap_IncreaseDecreaseInIncomeTaxes 23,619us-gaap_IncreaseDecreaseInIncomeTaxes 35,875us-gaap_IncreaseDecreaseInIncomeTaxes
Net cash provided by operating activities (366,036)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations (242,832)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations (820,400)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations
Cash flows from investing activities      
Net increase in short-term investments (47,502)us-gaap_PaymentsForProceedsFromShortTermInvestments (53,381)us-gaap_PaymentsForProceedsFromShortTermInvestments (8,698)us-gaap_PaymentsForProceedsFromShortTermInvestments
Maturity of United States Treasury security 0pmt_ProceedsFromRepaymentOfUsTreasurySecurity 0pmt_ProceedsFromRepaymentOfUsTreasurySecurity 50,000pmt_ProceedsFromRepaymentOfUsTreasurySecurity
Purchases of mortgage-backed securities at fair value (185,972)us-gaap_PaymentsToAcquireAvailableForSaleSecuritiesDebt (199,558)us-gaap_PaymentsToAcquireAvailableForSaleSecuritiesDebt (112,211)us-gaap_PaymentsToAcquireAvailableForSaleSecuritiesDebt
Sale of mortgage-backed securities at fair value 68,284pmt_ProceedsFromSaleOfMortgageBackedSecuritiesMbsAtFairValue 2,566pmt_ProceedsFromSaleOfMortgageBackedSecuritiesMbsAtFairValue 189,167pmt_ProceedsFromSaleOfMortgageBackedSecuritiesMbsAtFairValue
Repayments of mortgage-backed securities at fair value 18,499us-gaap_ProceedsFromSaleAndMaturityOfAvailableForSaleSecurities 0us-gaap_ProceedsFromSaleAndMaturityOfAvailableForSaleSecurities 0us-gaap_ProceedsFromSaleAndMaturityOfAvailableForSaleSecurities
Purchase of Agency debt security 0pmt_PaymentsToPurchaseAgencyDebtSecurities (12,000)pmt_PaymentsToPurchaseAgencyDebtSecurities 0pmt_PaymentsToPurchaseAgencyDebtSecurities
Sale of Agency debt security 0pmt_ProceedsFromSalesAndRepaymentsOfAgencyDebt 13,725pmt_ProceedsFromSalesAndRepaymentsOfAgencyDebt 0pmt_ProceedsFromSalesAndRepaymentsOfAgencyDebt
Purchases of mortgage loans at fair value (554,604)us-gaap_PaymentsToAcquireLoansHeldForInvestment (1,063,162)us-gaap_PaymentsToAcquireLoansHeldForInvestment (541,696)us-gaap_PaymentsToAcquireLoansHeldForInvestment
Sales and repayments of mortgage loans at fair value 598,339us-gaap_ProceedsFromSaleAndCollectionOfLoansReceivable 262,566us-gaap_ProceedsFromSaleAndCollectionOfLoansReceivable 169,877us-gaap_ProceedsFromSaleAndCollectionOfLoansReceivable
Repayments of mortgage loans under forward purchase agreements at fair value 6,413pmt_RepaymentsOfMortgageLoansUnderForwardPurchaseAgreementAtFairValue 15,319pmt_RepaymentsOfMortgageLoansUnderForwardPurchaseAgreementAtFairValue 14,292pmt_RepaymentsOfMortgageLoansUnderForwardPurchaseAgreementAtFairValue
Purchase of excess servicing spread from PennyMac Financial Services, Inc. (95,892)pmt_SettledPaymentsToPurchaseExcessServicingSpread (139,028)pmt_SettledPaymentsToPurchaseExcessServicingSpread 0pmt_SettledPaymentsToPurchaseExcessServicingSpread
Repayment of excess servicing spread by PennyMac Financial Services, Inc. 39,257pmt_RepaymentsOfExcessServicingSpreadInvestment 4,076pmt_RepaymentsOfExcessServicingSpreadInvestment 0pmt_RepaymentsOfExcessServicingSpreadInvestment
Settlements of derivative financial instruments (10,436)us-gaap_PaymentsForDerivativeInstrumentInvestingActivities 0us-gaap_PaymentsForDerivativeInstrumentInvestingActivities 0us-gaap_PaymentsForDerivativeInstrumentInvestingActivities
Purchase of real estate acquired in settlement of loans (3,049)pmt_PurchasesOfRealEstateAcquiredInSettlementOfLoans (82)pmt_PurchasesOfRealEstateAcquiredInSettlementOfLoans (48)pmt_PurchasesOfRealEstateAcquiredInSettlementOfLoans
Sales of real estate acquired in settlement of loans 184,467us-gaap_ProceedsFromSaleOfOtherRealEstate 120,925us-gaap_ProceedsFromSaleOfOtherRealEstate 126,499us-gaap_ProceedsFromSaleOfOtherRealEstate
Sales of real estate acquired in settlement of loans under forward purchase agreements 5,365pmt_SalesOfRealEstateAcquiredInSettlementOfLoansUnderForwardPurchaseAgreement 651pmt_SalesOfRealEstateAcquiredInSettlementOfLoansUnderForwardPurchaseAgreement 9,912pmt_SalesOfRealEstateAcquiredInSettlementOfLoansUnderForwardPurchaseAgreement
Purchase of mortgage servicing rights 0us-gaap_PaymentsToAcquireMortgageServicingRightsMSR (1,419)us-gaap_PaymentsToAcquireMortgageServicingRightsMSR (23)us-gaap_PaymentsToAcquireMortgageServicingRightsMSR
Sale of mortgage servicing rights 474us-gaap_ProceedsFromSaleOfMortgageServicingRightsMSR 0us-gaap_ProceedsFromSaleOfMortgageServicingRightsMSR 104us-gaap_ProceedsFromSaleOfMortgageServicingRightsMSR
Decrease (increase) in margin deposits and restricted cash 4,329us-gaap_IncreaseDecreaseInMarginDepositsOutstanding 19,806us-gaap_IncreaseDecreaseInMarginDepositsOutstanding (8,617)us-gaap_IncreaseDecreaseInMarginDepositsOutstanding
Net cash provided (used) by investing activities 27,972us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations (1,028,996)us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations (111,442)us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations
Cash flows from financing activities      
Sales of assets under agreement to repurchase 31,873,913pmt_ProceedsFromSaleOfAssetsUnderAgreementsToRepurchase 33,455,407pmt_ProceedsFromSaleOfAssetsUnderAgreementsToRepurchase 21,848,769pmt_ProceedsFromSaleOfAssetsUnderAgreementsToRepurchase
Repurchases of assets sold under agreements to repurchase (31,183,387)pmt_RepaymentsOfAssetsSoldUnderAgreementsToRepurchase (32,671,903)pmt_RepaymentsOfAssetsSoldUnderAgreementsToRepurchase (21,252,596)pmt_RepaymentsOfAssetsSoldUnderAgreementsToRepurchase
Sale of mortgage loan participation certificates 4,246,892pmt_ProceedsFromSaleOfMortgageLoanParticipationCertificates 0pmt_ProceedsFromSaleOfMortgageLoanParticipationCertificates 0pmt_ProceedsFromSaleOfMortgageLoanParticipationCertificates
Repayment of mortgage loan participation certificates (4,226,656)pmt_RepaymentsOfMortgageLoanParticipationCertificates 0pmt_RepaymentsOfMortgageLoanParticipationCertificates 0pmt_RepaymentsOfMortgageLoanParticipationCertificates
Repayments of borrowings under forward purchase agreements (227,866)pmt_RepaymentOfBorrowingsUnderForwardPurchaseAgreement (27,070)pmt_RepaymentOfBorrowingsUnderForwardPurchaseAgreement (157,166)pmt_RepaymentOfBorrowingsUnderForwardPurchaseAgreement
Issuance of asset-backed secured financing at fair value 0pmt_ProceedsFromAssetBackedSecuredFinancing 170,008pmt_ProceedsFromAssetBackedSecuredFinancing 0pmt_ProceedsFromAssetBackedSecuredFinancing
Payment of asset-backed secured financing at fair value (8,571)us-gaap_RepaymentsOfSecuredDebt (2,406)us-gaap_RepaymentsOfSecuredDebt 0us-gaap_RepaymentsOfSecuredDebt
Issuance of exchangeable senior notes 0us-gaap_ProceedsFromConvertibleDebt 250,000us-gaap_ProceedsFromConvertibleDebt 0us-gaap_ProceedsFromConvertibleDebt
Payment of exchangeable senior notes issuance costs 0us-gaap_PaymentsOfDebtIssuanceCosts (7,425)us-gaap_PaymentsOfDebtIssuanceCosts 0us-gaap_PaymentsOfDebtIssuanceCosts
Issuance of common shares 90,589us-gaap_ProceedsFromIssuanceOrSaleOfEquity 261,595us-gaap_ProceedsFromIssuanceOrSaleOfEquity 608,184us-gaap_ProceedsFromIssuanceOrSaleOfEquity
Payment of common share underwriting and offering costs (1,070)us-gaap_PaymentsOfStockIssuanceCosts (12,321)us-gaap_PaymentsOfStockIssuanceCosts (1,361)us-gaap_PaymentsOfStockIssuanceCosts
Payment of contingent underwriting fees payable (2,372)us-gaap_PaymentsForUnderwritingExpense (2,834)us-gaap_PaymentsForUnderwritingExpense 0us-gaap_PaymentsForUnderwritingExpense
Payment of dividends (174,433)us-gaap_PaymentsOfDividends (147,568)us-gaap_PaymentsOfDividends (94,821)us-gaap_PaymentsOfDividends
Net cash (used) provided by financing activities 387,039us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations 1,265,483us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations 951,009us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations
Net increase (decrease) in cash 48,975us-gaap_NetCashProvidedByUsedInContinuingOperations (6,345)us-gaap_NetCashProvidedByUsedInContinuingOperations 19,167us-gaap_NetCashProvidedByUsedInContinuingOperations
Cash at beginning of period 27,411us-gaap_Cash 33,756us-gaap_Cash 14,589us-gaap_Cash
Cash at end of period $ 76,386us-gaap_Cash $ 27,411us-gaap_Cash $ 33,756us-gaap_Cash
XML 121 R3.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]    
Mortgage loans acquired for sale at fair value, pledged to secure assets sold under agreements to repurchase $ 609,608pmt_PledgedAssetsSeparatelyReportedLoansAcquiredForSalePledgedAsCollateralAtFairValue $ 454,210pmt_PledgedAssetsSeparatelyReportedLoansAcquiredForSalePledgedAsCollateralAtFairValue
Mortgage loans at fair value, pledged to secure assets sold under agreements to repurchase 2,709,161us-gaap_PledgedAssetsSeparatelyReportedLoansPledgedAsCollateralAtFairValue 2,480,728us-gaap_PledgedAssetsSeparatelyReportedLoansPledgedAsCollateralAtFairValue
Real estate acquired in settlement of loans, pledged to secure assets sold under agreements to repurchase 150,649us-gaap_PledgedAssetsSeparatelyReportedRealEstatePledgedAsCollateralAtFairValue 89,404us-gaap_PledgedAssetsSeparatelyReportedRealEstatePledgedAsCollateralAtFairValue
Mortgage servicing rights at fair value $ 57,358us-gaap_ServicingAssetAtFairValueAmount $ 26,452us-gaap_ServicingAssetAtFairValueAmount
Common shares, authorized 500,000,000us-gaap_CommonStockSharesAuthorized 500,000,000us-gaap_CommonStockSharesAuthorized
Common shares, par value $ 0.01us-gaap_CommonStockParOrStatedValuePerShare $ 0.01us-gaap_CommonStockParOrStatedValuePerShare
Common shares, issued 74,510,159us-gaap_CommonStockSharesIssued 70,458,082us-gaap_CommonStockSharesIssued
Common shares, outstanding 74,510,159us-gaap_CommonStockSharesOutstanding 70,458,082us-gaap_CommonStockSharesOutstanding
XML 122 R17.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans Acquired for Sale at Fair Value
12 Months Ended
Dec. 31, 2014
Mortgage Loans on Real Estate [Abstract]  
Mortgage Loans Acquired for Sale at Fair Value

Note 10—Mortgage Loans Acquired for Sale at Fair Value

Mortgage loans acquired for sale at fair value is comprised of recently originated mortgage loans purchased by the Company for resale. Following is a summary of the distribution of the Company’s mortgage loans acquired for sale at fair value:

 

     December 31, 2014      December 31, 2013  
     Fair
value
     Unpaid
principal
balance
     Fair
value
     Unpaid
principal
balance
 

Loan type

   (in thousands)  

Conventional:

           

Agency-eligible

   $ 290,007       $ 277,355       $ 311,162       $ 304,749   

Jumbo

     138,390         135,008         34,615         35,050   

Held for sale to PennyMac Loan Services, LLC — Government-insured or guaranteed

     209,325         198,265         112,360         107,587   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 637,722    $ 610,628    $ 458,137    $ 447,386   
  

 

 

    

 

 

    

 

 

    

 

 

 

Loans pledged to secure assets sold under agreements to repurchase

$ 609,608    $ 454,210   
  

 

 

       

 

 

    

Loans pledged to secure mortgage loan participation and sale agreements

$ 20,799   
  

 

 

          

The Company is not approved by Ginnie Mae as an issuer of Ginnie Mae-guaranteed securities which are backed by government-insured or guaranteed mortgage loans. The Company transfers government-insured or guaranteed mortgage loans that it purchases from correspondent lenders to PLS, which is a Ginnie Mae-approved issuer, and earns a sourcing fee of three basis points on the unpaid principal balance plus interest earned during the period it holds each such loan.

XML 123 R103.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Fair Values and Related Principal Amounts Due upon Maturity of Mortgage Loans Accounted for Under Fair Value Option (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Fair Value, Option, Loans Held as Assets, current through 89 days delinquent and 90 or more days delinquent    
Fair value option loans held as assets, Total $ 3,364,674pmt_FairValueOptionLoansHeldAsAssetsAggregateFairValue $ 3,276,582pmt_FairValueOptionLoansHeldAsAssetsAggregateFairValue
Mortgage loans at fair value 2,726,952us-gaap_MortgageLoansOnRealEstate 2,600,317us-gaap_MortgageLoansOnRealEstate
Mortgage loans on real estate principal amount of delinquent loans    
Unpaid principal balance of loans outstanding at period-end 4,310,097us-gaap_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoans 4,637,608us-gaap_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoans
Unpaid principal balance 3,699,470pmt_MortgageLoansOnRealEstateUnpaidBalance 3,857,739pmt_MortgageLoansOnRealEstateUnpaidBalance
Fair Value, Option, Loans Held as Assets, 90 Days or More Past Due, Aggregate Difference    
Fair Value, Option, Loans Held as Assets, Aggregate Difference, Total (945,423)us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference (1,361,026)us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference
Nonperforming loans [Member]    
Fair Value, Option, Loans Held as Assets, current through 89 days delinquent and 90 or more days delinquent    
Mortgage loans at fair value 1,535,317us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
1,469,686us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
Mortgage loans on real estate principal amount of delinquent loans    
Unpaid principal balance 2,246,585pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
2,415,446pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
Mortgage loans acquired for sale [Member]    
Fair Value, Option, Quantitative Disclosures [Line Items]    
Fair value option loans held as assets ninety days or less past due 637,518pmt_FairValueOptionLoansHeldAsAssetsNinetyDaysOrLessPastDue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
457,968pmt_FairValueOptionLoansHeldAsAssetsNinetyDaysOrLessPastDue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Fair Value, Option, Loans Held as Assets, current through 89 days delinquent and 90 or more days delinquent    
Not in foreclosure 204pmt_FairValueOptionLoansHeldAsAssetsNotInForeclosureAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
169pmt_FairValueOptionLoansHeldAsAssetsNotInForeclosureAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
In foreclosure 0pmt_FairValueOptionLoansHeldAsAssetsInForeclosureAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
0pmt_FairValueOptionLoansHeldAsAssetsInForeclosureAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Fair value option loans held as assets, Total 204pmt_FairValueOptionLoansHeldAsAssetsAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
169pmt_FairValueOptionLoansHeldAsAssetsAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Mortgage loans at fair value 637,722us-gaap_MortgageLoansOnRealEstate
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
458,137us-gaap_MortgageLoansOnRealEstate
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Mortgage loans on real estate principal amount of delinquent loans less than ninety days 610,372pmt_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoansLessThanNinetyDays
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
447,224pmt_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoansLessThanNinetyDays
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Mortgage loans on real estate principal amount of delinquent loans    
Not in foreclosure 255pmt_MortgageLoansOnRealEstateNotInForeclosurePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
162pmt_MortgageLoansOnRealEstateNotInForeclosurePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
In foreclosure 0pmt_MortgageLoansOnRealEstateInForeclosurePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
0pmt_MortgageLoansOnRealEstateInForeclosurePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Unpaid principal balance of loans outstanding at period-end 610,627us-gaap_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
447,386us-gaap_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Fair value option loans held as assets ninety days or less past due aggregate difference 27,146pmt_FairValueOptionLoansHeldAsAssetsNinetyDaysOrLessPastDueAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
10,744pmt_FairValueOptionLoansHeldAsAssetsNinetyDaysOrLessPastDueAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Fair Value, Option, Loans Held as Assets, 90 Days or More Past Due, Aggregate Difference    
Not in foreclosure (51)pmt_FairValueOptionLoansHeldAsAssetsNotInForeclosureAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
7pmt_FairValueOptionLoansHeldAsAssetsNotInForeclosureAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
In foreclosure 0pmt_FairValueOptionLoansHeldAsAssetsInForeclosureAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
0pmt_FairValueOptionLoansHeldAsAssetsInForeclosureAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Fair Value, Option, Loans Held as Assets, Aggregate Difference, Total 27,095us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
10,751us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
Mortgage loans acquired for sale [Member] | Nonperforming loans [Member]    
Mortgage loans on real estate principal amount of delinquent loans    
Unpaid principal balance of loans outstanding at period-end 255us-gaap_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
/ us-gaap_InternalCreditAssessmentAxis
= pmt_NonPerformingMortgageLoanMember
162us-gaap_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
/ us-gaap_InternalCreditAssessmentAxis
= pmt_NonPerformingMortgageLoanMember
Fair Value, Option, Loans Held as Assets, 90 Days or More Past Due, Aggregate Difference    
Fair Value, Option, Loans Held as Assets, Aggregate Difference, Total (51)us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
/ us-gaap_InternalCreditAssessmentAxis
= pmt_NonPerformingMortgageLoanMember
7us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_MortgageLoansAcquiredForSaleMember
/ us-gaap_InternalCreditAssessmentAxis
= pmt_NonPerformingMortgageLoanMember
Mortgage loans and mortgage loans under forward purchase agreements at fair value [Member]    
Fair Value, Option, Quantitative Disclosures [Line Items]    
Fair value option loans held as assets ninety days or less past due 1,191,635pmt_FairValueOptionLoansHeldAsAssetsNinetyDaysOrLessPastDue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
1,170,918pmt_FairValueOptionLoansHeldAsAssetsNinetyDaysOrLessPastDue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
Fair Value, Option, Loans Held as Assets, current through 89 days delinquent and 90 or more days delinquent    
Not in foreclosure 608,144pmt_FairValueOptionLoansHeldAsAssetsNotInForeclosureAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
738,043pmt_FairValueOptionLoansHeldAsAssetsNotInForeclosureAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
In foreclosure 927,173pmt_FairValueOptionLoansHeldAsAssetsInForeclosureAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
909,484pmt_FairValueOptionLoansHeldAsAssetsInForeclosureAggregateFairValue
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
Mortgage loans at fair value 2,726,952pmt_MortgageLoansFairValueDisclosure
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
2,818,445pmt_MortgageLoansFairValueDisclosure
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
Mortgage loans on real estate principal amount of delinquent loans less than ninety days 1,452,885pmt_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoansLessThanNinetyDays
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
1,506,176pmt_MortgageLoansOnRealEstatePrincipalAmountOfDelinquentLoansLessThanNinetyDays
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
Mortgage loans on real estate principal amount of delinquent loans    
Not in foreclosure 875,214pmt_MortgageLoansOnRealEstateNotInForeclosurePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
1,190,403pmt_MortgageLoansOnRealEstateNotInForeclosurePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
In foreclosure 1,371,371pmt_MortgageLoansOnRealEstateInForeclosurePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
1,493,643pmt_MortgageLoansOnRealEstateInForeclosurePrincipalAmountOfDelinquentLoans
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
Unpaid principal balance 3,699,470pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
4,190,222pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
Fair value option loans held as assets ninety days or less past due aggregate difference (261,250)pmt_FairValueOptionLoansHeldAsAssetsNinetyDaysOrLessPastDueAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
(335,258)pmt_FairValueOptionLoansHeldAsAssetsNinetyDaysOrLessPastDueAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
Fair Value, Option, Loans Held as Assets, 90 Days or More Past Due, Aggregate Difference    
Not in foreclosure (267,070)pmt_FairValueOptionLoansHeldAsAssetsNotInForeclosureAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
(452,360)pmt_FairValueOptionLoansHeldAsAssetsNotInForeclosureAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
In foreclosure (444,198)pmt_FairValueOptionLoansHeldAsAssetsInForeclosureAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
(584,159)pmt_FairValueOptionLoansHeldAsAssetsInForeclosureAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
Fair Value, Option, Loans Held as Assets, Aggregate Difference, Total (972,518)us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
(1,371,777)us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
Mortgage loans and mortgage loans under forward purchase agreements at fair value [Member] | Nonperforming loans [Member]    
Mortgage loans on real estate principal amount of delinquent loans    
Unpaid principal balance 2,246,585pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
/ us-gaap_InternalCreditAssessmentAxis
= pmt_NonPerformingMortgageLoanMember
2,684,047pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
/ us-gaap_InternalCreditAssessmentAxis
= pmt_NonPerformingMortgageLoanMember
Fair Value, Option, Loans Held as Assets, 90 Days or More Past Due, Aggregate Difference    
Fair Value, Option, Loans Held as Assets, Aggregate Difference, Total (711,268)us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
/ us-gaap_InternalCreditAssessmentAxis
= pmt_NonPerformingMortgageLoanMember
(1,036,520)us-gaap_FairValueOptionLoansHeldAsAssetsAggregateDifference
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
/ us-gaap_InternalCreditAssessmentAxis
= pmt_NonPerformingMortgageLoanMember
Mortgage loans and mortgage loans under forward purchase agreements at fair value [Member] | Nonperforming loans [Member]    
Fair Value, Option, Loans Held as Assets, current through 89 days delinquent and 90 or more days delinquent    
Mortgage loans at fair value $ 1,535,317pmt_MortgageLoansFairValueDisclosure
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
$ 1,647,527pmt_MortgageLoansFairValueDisclosure
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= pmt_OtherMortgageLoansAtFairValueMember
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
XML 124 R93.htm IDEA: XBRL DOCUMENT v2.4.1.9
Earnings Per Share - Summary of Basic and Diluted Earnings per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Basic earnings per share:                      
Net income $ 26,511us-gaap_NetIncomeLoss $ 54,949us-gaap_NetIncomeLoss $ 75,211us-gaap_NetIncomeLoss $ 37,873us-gaap_NetIncomeLoss $ 52,696us-gaap_NetIncomeLoss $ 39,701us-gaap_NetIncomeLoss $ 54,497us-gaap_NetIncomeLoss $ 53,296us-gaap_NetIncomeLoss $ 194,544us-gaap_NetIncomeLoss $ 200,190us-gaap_NetIncomeLoss $ 138,249us-gaap_NetIncomeLoss
Effect of participating securities-share-based compensation awards                 (1,830)us-gaap_ParticipatingSecuritiesDistributedAndUndistributedEarningsLossBasic (1,751)us-gaap_ParticipatingSecuritiesDistributedAndUndistributedEarningsLossBasic (1,433)us-gaap_ParticipatingSecuritiesDistributedAndUndistributedEarningsLossBasic
Net income attributable to common shareholders                 192,714us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic 198,439us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic 136,816us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic
Weighted-average shares outstanding                 73,495us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 63,426us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 43,553us-gaap_WeightedAverageNumberOfSharesOutstandingBasic
Basic earnings per share $ 0.35us-gaap_EarningsPerShareBasic $ 0.74us-gaap_EarningsPerShareBasic $ 1.01us-gaap_EarningsPerShareBasic $ 0.52us-gaap_EarningsPerShareBasic $ 0.74us-gaap_EarningsPerShareBasic $ 0.61us-gaap_EarningsPerShareBasic $ 0.92us-gaap_EarningsPerShareBasic $ 0.90us-gaap_EarningsPerShareBasic $ 2.62us-gaap_EarningsPerShareBasic $ 3.13us-gaap_EarningsPerShareBasic $ 3.14us-gaap_EarningsPerShareBasic
Diluted earnings per share:                      
Net income 26,511us-gaap_NetIncomeLoss 54,949us-gaap_NetIncomeLoss 75,211us-gaap_NetIncomeLoss 37,873us-gaap_NetIncomeLoss 52,696us-gaap_NetIncomeLoss 39,701us-gaap_NetIncomeLoss 54,497us-gaap_NetIncomeLoss 53,296us-gaap_NetIncomeLoss 194,544us-gaap_NetIncomeLoss 200,190us-gaap_NetIncomeLoss 138,249us-gaap_NetIncomeLoss
Interest on Notes, net of income taxes                 8,456us-gaap_InterestOnConvertibleDebtNetOfTax 5,556us-gaap_InterestOnConvertibleDebtNetOfTax  
Net income attributable to diluted shareholders                 $ 203,000us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted $ 205,746us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted $ 138,249us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted
Weighted-average shares outstanding                 73,495us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 63,426us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 43,553us-gaap_WeightedAverageNumberOfSharesOutstandingBasic
Potentially dilutive securities:                      
Shares issuable pursuant to exchange of the Notes                 8,418us-gaap_IncrementalCommonSharesAttributableToConversionOfDebtSecurities 5,647us-gaap_IncrementalCommonSharesAttributableToConversionOfDebtSecurities  
Shares issuable under share-based compensation plan                 298us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements 375us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements 323us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements
Diluted weighted-average number of shares outstanding                 82,211us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding 69,448us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding 43,876us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding
Diluted earnings per share $ 0.34us-gaap_EarningsPerShareDiluted $ 0.69us-gaap_EarningsPerShareDiluted $ 0.93us-gaap_EarningsPerShareDiluted $ 0.50us-gaap_EarningsPerShareDiluted $ 0.69us-gaap_EarningsPerShareDiluted $ 0.57us-gaap_EarningsPerShareDiluted $ 0.86us-gaap_EarningsPerShareDiluted $ 0.90us-gaap_EarningsPerShareDiluted $ 2.47us-gaap_EarningsPerShareDiluted $ 2.96us-gaap_EarningsPerShareDiluted $ 3.14us-gaap_EarningsPerShareDiluted
XML 125 R91.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Summary of Expenses (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Related Party Transactions [Abstract]      
Common overhead incurred by PCM and its affiliates $ 10,850pmt_ReimbursementOfCommonOverheadIncurredByAffiliate $ 10,989pmt_ReimbursementOfCommonOverheadIncurredByAffiliate $ 4,183pmt_ReimbursementOfCommonOverheadIncurredByAffiliate
Reimbursement of expenses incurred on the Company's behalf 792pmt_ReimbursementOfExpensesToAffiliate 4,638pmt_ReimbursementOfExpensesToAffiliate 3,146pmt_ReimbursementOfExpensesToAffiliate
Total expenses incurred in transaction with affiliates 11,642us-gaap_AffiliateCosts 15,627us-gaap_AffiliateCosts 7,329us-gaap_AffiliateCosts
Payments and settlements during the period $ 99,987us-gaap_PaymentsForAdvanceToAffiliate $ 121,230us-gaap_PaymentsForAdvanceToAffiliate $ 85,554us-gaap_PaymentsForAdvanceToAffiliate
XML 126 R122.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value (Parenthetical) (Detail)
Dec. 31, 2014
Dec. 31, 2013
Risks and Uncertainties [Abstract]    
Percentage of contribution by other states in mortgage loans 5.00%pmt_PercentageOfEstimatedFairValueOfMortgageLoansOriginated 5.00%pmt_PercentageOfEstimatedFairValueOfMortgageLoansOriginated
XML 127 R132.htm IDEA: XBRL DOCUMENT v2.4.1.9
Assets Sold Under Agreements to Repurchase - Summary of Assets Sold under Agreements to Repurchase by Counterparty (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Citibank, N.A. [Member] | Securities sold under agreements to repurchase at fair value [Member]  
Assets Sold under Agreements to Repurchase [Line Items]  
Amount at risk $ 332us-gaap_RepurchaseAgreementCounterpartyAmountAtRisk
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
Facility maturity Jan. 02, 2015
Credit Suisse First Boston Mortgage Capital LLC [Member] | Securities sold under agreements to repurchase at fair value [Member]  
Assets Sold under Agreements to Repurchase [Line Items]  
Amount at risk 7,078us-gaap_RepurchaseAgreementCounterpartyAmountAtRisk
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
Facility maturity Jan. 23, 2015
Bank of America, N.A. [Member] | Securities sold under agreements to repurchase at fair value [Member]  
Assets Sold under Agreements to Repurchase [Line Items]  
Amount at risk 2,512us-gaap_RepurchaseAgreementCounterpartyAmountAtRisk
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
Facility maturity Feb. 17, 2015
Daiwa Capital Markets [Member] | Securities sold under agreements to repurchase at fair value [Member]  
Assets Sold under Agreements to Repurchase [Line Items]  
Amount at risk 6,442us-gaap_RepurchaseAgreementCounterpartyAmountAtRisk
/ us-gaap_CounterpartyNameAxis
= pmt_DaiwaCapitalMarketsAmericaIncMember
/ us-gaap_EligibleItemOrGroupForFairValueOptionAxis
= us-gaap_SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember
Facility maturity Feb. 01, 2015
Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase [Member] | Citibank, N.A. [Member]  
Assets Sold under Agreements to Repurchase [Line Items]  
Amount at risk 417,059us-gaap_RepurchaseAgreementCounterpartyAmountAtRisk
/ us-gaap_CounterpartyNameAxis
= pmt_CitibankMember
/ us-gaap_InvestmentTypeAxis
= us-gaap_MortgageLoansOnRealEstateMember
Facility maturity Sep. 07, 2015
Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase [Member] | Credit Suisse First Boston Mortgage Capital LLC [Member]  
Assets Sold under Agreements to Repurchase [Line Items]  
Amount at risk 294,288us-gaap_RepurchaseAgreementCounterpartyAmountAtRisk
/ us-gaap_CounterpartyNameAxis
= pmt_CreditSuisseFirstBostonMortgageMember
/ us-gaap_InvestmentTypeAxis
= us-gaap_MortgageLoansOnRealEstateMember
Mortgage acquired for sale Weighted-average repurchase agreement maturity May 09, 2015
Facility maturity Oct. 30, 2015
Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase [Member] | The Royal Bank of Scotland Group [Member]  
Assets Sold under Agreements to Repurchase [Line Items]  
Amount at risk 101,255us-gaap_RepurchaseAgreementCounterpartyAmountAtRisk
/ us-gaap_CounterpartyNameAxis
= pmt_RoyalBankOfScotlandMember
/ us-gaap_InvestmentTypeAxis
= us-gaap_MortgageLoansOnRealEstateMember
Facility maturity Feb. 17, 2015
Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase [Member] | Bank of America, N.A. [Member]  
Assets Sold under Agreements to Repurchase [Line Items]  
Amount at risk 39,447us-gaap_RepurchaseAgreementCounterpartyAmountAtRisk
/ us-gaap_CounterpartyNameAxis
= pmt_BankOfAmericaNaMember
/ us-gaap_InvestmentTypeAxis
= us-gaap_MortgageLoansOnRealEstateMember
Mortgage acquired for sale Weighted-average repurchase agreement maturity Mar. 17, 2015
Facility maturity Jan. 30, 2015
Mortgage loans acquired for sale, mortgage loans and REO sold under agreements to repurchase [Member] | Morgan Stanley Bank, N.A. [Member]  
Assets Sold under Agreements to Repurchase [Line Items]  
Amount at risk $ 9,799us-gaap_RepurchaseAgreementCounterpartyAmountAtRisk
/ us-gaap_CounterpartyNameAxis
= pmt_MorganStanleyMember
/ us-gaap_InvestmentTypeAxis
= us-gaap_MortgageLoansOnRealEstateMember
Mortgage acquired for sale Weighted-average repurchase agreement maturity Feb. 22, 2015
Facility maturity Dec. 17, 2015
XML 128 R146.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Loan Servicing Fees - Summary of Net Loan Servicing Fees (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Transfers and Servicing [Abstract]      
Servicing fees $ 80,008us-gaap_ContractuallySpecifiedServicingFeesLateFeesAndAncillaryFeesEarnedInExchangeForServicingFinancialAssets $ 54,725us-gaap_ContractuallySpecifiedServicingFeesLateFeesAndAncillaryFeesEarnedInExchangeForServicingFinancialAssets $ 10,982us-gaap_ContractuallySpecifiedServicingFeesLateFeesAndAncillaryFeesEarnedInExchangeForServicingFinancialAssets
MSR recapture fee receivable from PFSI 9pmt_MortgageServicingRightsRecaptureFromAffiliate 709pmt_MortgageServicingRightsRecaptureFromAffiliate 0pmt_MortgageServicingRightsRecaptureFromAffiliate
Effect of MSRs:      
Carried at lower of amortized cost or fair value Amortization (31,911)us-gaap_AmortizationOfMortgageServicingRightsMSRs (26,241)us-gaap_AmortizationOfMortgageServicingRightsMSRs (5,460)us-gaap_AmortizationOfMortgageServicingRightsMSRs
(Provision for) reversal of impairment (5,138)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisionsRecoveries 4,970us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisionsRecoveries (7,547)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisionsRecoveries
Gain on sale 46pmt_GainOnSaleOfMortgageServicingRights 0pmt_GainOnSaleOfMortgageServicingRights 0pmt_GainOnSaleOfMortgageServicingRights
Carried at fair value - change in fair value (16,648)us-gaap_ServicingAssetAtFairValuePeriodIncreaseDecrease 616us-gaap_ServicingAssetAtFairValuePeriodIncreaseDecrease (852)us-gaap_ServicingAssetAtFairValuePeriodIncreaseDecrease
Gains (losses) on hedging derivatives 11,527us-gaap_DerivativeGainLossOnDerivativeNet (1,988)us-gaap_DerivativeGainLossOnDerivativeNet 2,123us-gaap_DerivativeGainLossOnDerivativeNet
Total Effect of MSRs (42,124)pmt_EffectOfMortgageServicingRightsOnLoanServicingFees (22,643)pmt_EffectOfMortgageServicingRightsOnLoanServicingFees (11,736)pmt_EffectOfMortgageServicingRightsOnLoanServicingFees
Net loan servicing fees 37,893us-gaap_ServicingFeesNet 32,791us-gaap_ServicingFeesNet (754)us-gaap_ServicingFeesNet
Average servicing portfolio $ 29,709,898pmt_AverageBalanceDuringPeriodForServicingAssetsPortfolio $ 20,670,861pmt_AverageBalanceDuringPeriodForServicingAssetsPortfolio $ 3,667,941pmt_AverageBalanceDuringPeriodForServicingAssetsPortfolio
XML 129 R119.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value, Excluding VIE Securing Asset-Backed Financing (Parenthetical) (Detail)
Dec. 31, 2014
Dec. 31, 2013
Risks and Uncertainties [Abstract]    
Percentage of fair value of mortgage loans 100.00%pmt_RatioOfLoansWithUnpaidPrincipalBalanceToCurrentPropertyValue 100.00%pmt_RatioOfLoansWithUnpaidPrincipalBalanceToCurrentPropertyValue
Percentage of contribution by states in mortgage loans 5.00%pmt_PercentageOfEstimatedFairValueOfMortgageLoansOriginated 5.00%pmt_PercentageOfEstimatedFairValueOfMortgageLoansOriginated
XML 130 R1.htm IDEA: XBRL DOCUMENT v2.4.1.9
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Feb. 23, 2015
Jun. 30, 2014
Document And Entity Information [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2014    
Document Fiscal Year Focus 2014    
Document Fiscal Period Focus FY    
Trading Symbol PMT    
Entity Registrant Name PennyMac Mortgage Investment Trust    
Entity Central Index Key 0001464423    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer Yes    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Large Accelerated Filer    
Entity Common Stock, Shares Outstanding   74,510,159dei_EntityCommonStockSharesOutstanding  
Entity Public Float     $ 1,604,798,645dei_EntityPublicFloat
XML 131 R125.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Servicing Rights - Summary of MSRs Carried at Fair Value (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Servicing Asset At Fair Value Changes In Fair Value [Abstract]      
Balance at beginning of period $ 26,452us-gaap_ServicingAssetAtFairValueAmount $ 1,346us-gaap_ServicingAssetAtFairValueAmount $ 749us-gaap_ServicingAssetAtFairValueAmount
Purchases 0pmt_MortgageServicingRightsFairValuePurchases 1,419pmt_MortgageServicingRightsFairValuePurchases 20pmt_MortgageServicingRightsFairValuePurchases
MSRs resulting from loan sales 47,693pmt_ServicingAssetAtFairValueAdditionsFromLoanSales 23,071pmt_ServicingAssetAtFairValueAdditionsFromLoanSales 1,508pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
Total additions 47,693us-gaap_ServicingAssetAtFairValueAdditions 24,490us-gaap_ServicingAssetAtFairValueAdditions 1,528us-gaap_ServicingAssetAtFairValueAdditions
Due to changes in valuation inputs or assumptions used in valuation model(1) (11,455)us-gaap_ServicingAssetAtFairValueChangesInFairValueResultingFromChangesInValuationInputsOrChangesInAssumptions 1,338us-gaap_ServicingAssetAtFairValueChangesInFairValueResultingFromChangesInValuationInputsOrChangesInAssumptions (708)us-gaap_ServicingAssetAtFairValueChangesInFairValueResultingFromChangesInValuationInputsOrChangesInAssumptions
Other changes in fair value(2) (5,193)us-gaap_ServicingAssetAtFairValueOtherChangesInFairValue (722)us-gaap_ServicingAssetAtFairValueOtherChangesInFairValue (144)us-gaap_ServicingAssetAtFairValueOtherChangesInFairValue
Change in fair value, Total (16,648)us-gaap_ServicingAssetAtFairValuePeriodIncreaseDecrease 616us-gaap_ServicingAssetAtFairValuePeriodIncreaseDecrease (852)us-gaap_ServicingAssetAtFairValuePeriodIncreaseDecrease
Sales (139)us-gaap_ServicingAssetAtFairValueDisposals 0us-gaap_ServicingAssetAtFairValueDisposals (79)us-gaap_ServicingAssetAtFairValueDisposals
Balance at end of period $ 57,358us-gaap_ServicingAssetAtFairValueAmount $ 26,452us-gaap_ServicingAssetAtFairValueAmount $ 1,346us-gaap_ServicingAssetAtFairValueAmount
XML 132 R18.htm IDEA: XBRL DOCUMENT v2.4.1.9
Derivative Financial Instruments
12 Months Ended
Dec. 31, 2014
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments

Note 11—Derivative Financial Instruments

The Company engages in interest rate risk management activities in an effort to reduce the variability of earnings caused by changes in interest rates. To manage the price risk resulting from interest rate risk, the Company uses derivative financial instruments acquired with the intention of moderating the risk that changes in market interest rates will result in unfavorable changes in the fair value of the Company’s MBS, IRLCs and inventory of mortgage loans acquired for sale. The Company records all derivative financial instruments at fair value and records changes in fair value in current period income.

The Company is exposed to price risk relative to its mortgage loans acquired for sale as well as to the IRLCs it issues to correspondent lenders. The Company bears price risk from the time an IRLC is issued to a correspondent lender to the time the purchased mortgage loan is sold. The Company is exposed to loss if mortgage interest rates increase, because the value of the purchase commitment or mortgage loan acquired for sale decreases.

The Company is also exposed to risk relative to the fair value of its MSRs. The Company is exposed to loss in value of its MSRs when interest rates decrease. The Company periodically includes MSRs in its hedging activities

Beginning in the third quarter of 2013, the Company entered into Eurodollar futures, which settle daily, to economically hedge net fair value changes of a portion of fixed-rate mortgage loans at fair value held by VIE and MBS securities at fair value and the related variable rate repurchase agreement liabilities indexed to LIBOR. The Company uses the Eurodollar futures with the intention of moderating the risk of rising market interest rates that will result in unfavorable changes in the value of the Company’s fixed-rate assets and economic performance of its indexed variable interest LIBOR rate repurchase agreement liabilities.

The Company does not use derivative financial instruments for purposes other than in support of its risk management activities other than IRLCs, which are generated in the normal course of business when the Company commits to purchase mortgage loans acquired for sale.

The Company had the following derivative assets and liabilities and related margin deposits recorded within Derivative assets and Derivative liabilities on the consolidated balance sheets:

 

     December 31, 2014     December 31, 2013  
            Fair value            Fair value  

Instrument

   Notional
amount
     Derivative
assets
    Derivative
liabilities
    Notional
amount
     Derivative
assets
    Derivative
liabilities
 
     (in thousands)  

Derivatives not designated as hedging instruments:

              

Free-standing derivatives:

              

Interest rate lock commitments

     695,488       $ 5,678      $ 17        557,343       $ 2,510      $ 1,261   

Forward sales contracts

     1,601,283         52        6,649        3,588,027         16,385        1,295   

Forward purchase contracts

     1,100,700         3,775        34        2,781,066         1,229        7,420   

MBS put options

     340,000         374        —          55,000         272        —     

MBS call options

     —           —          —          110,000         —          —     

Eurodollar future sales contracts

     7,426,000         —          —          8,779,000         —          —     

Eurodollar future purchase contracts

     800,000         —          —          —           —          —     

Treasury futures sales contracts

     85,000         —          478        105,000         —          —     

Call options on interest rate futures

     1,030,000         3,319        —          —           —          —     

Put options on interest rate futures

     275,000         193        —          52,500         566        —     
     

 

 

   

 

 

      

 

 

   

 

 

 

Total derivative instruments before netting

  13,391      7,178      20,962      9,976   

Netting

  (2,284   (4,748   (12,986   (8,015
     

 

 

   

 

 

      

 

 

   

 

 

 
$ 11,107    $ 2,430    $ 7,976    $ 1,961   
     

 

 

   

 

 

      

 

 

   

 

 

 

Margin deposits with (collateral received from) derivatives counterparties

$ 2,465    $ (4,971
     

 

 

        

 

 

   

The following table summarizes the notional amount activity for derivative contracts used to hedge the Company’s IRLCs, inventory of mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities.

 

     Year ended December 31, 2014  

Period/Instrument

   Balance,
    beginning    
of period
         Additions              Dispositions/    
expirations
     Balance,
end
    of period    
 
     (in thousands)  

Year ended December 31, 2014

           

Forward sales contracts

     3,588,027         45,904,253         (47,890,997      1,601,283   

Forward purchase contracts

     2,781,066         33,418,838         (35,099,204      1,100,700   

MBS put options

     55,000         2,087,500         (1,802,500      340,000   

MBS call options

     110,000         230,000         (340,000      —     

Eurodollar future sale contracts

     8,779,000         3,032,000         (4,385,000      7,426,000   

Eurodollar future purchase contracts

     —           4,087,000         (3,287,000      800,000   

Treasury future sale contracts

     105,000         482,600         (502,600      85,000   

Treasury future purchase contracts

     —           439,200         (439,200      —     

Call option on interest rate futures

     —           3,530,000         (2,500,000      1,030,000   

Put options on interest rate futures

     52,500         1,687,500         (1,465,000      275,000   

 

     Year ended December 31, 2013  

Period/Instrument

   Balance,
    beginning    
of period
         Additions              Dispositions/    
expirations
     Balance,
end
    of period    
 
           
     (in thousands)  

Year ended December 31, 2013

           

Forward sales contracts

     4,266,983         72,719,643         (73,398,599      3,588,027   

Forward purchase contracts

     2,206,539         56,191,824         (55,617,297      2,781,066   

MBS put option

     495,000         3,335,000         (3,775,000      55,000   

MBS call option

     —           2,310,000         (2,200,000      110,000   

Eurodollar future sale contracts

     —           19,852,000         (11,073,000      8,779,000   

Eurodollar future purchase contracts

     —           660,000         (660,000      —     

Treasury future sale contracts

     —           180,000         (75,000      105,000   

Treasury future purchase contracts

     —           75,000         (75,000      —     

Call option on interest rate futures

        42,500         (42,500      —     

Put options on interest rate futures

     —           260,000         (207,500      52,500   
     Year ended December 31, 2012  

Period/Instrument

   Balance,
    beginning    
of period
         Additions              Dispositions/    
expirations
     Balance,
end
    of period    
 
     (in thousands)  

Year ended December 31, 2012

           

Forward purchase contracts

     398,400         23,800,622         (21,992,483      2,206,539   

Forward sales contracts

     756,691         38,995,923         (35,485,631      4,266,983   

MBS put option

     28,000         2,585,000         (2,118,000      495,000   

MBS call option

     5,000         90,000         (95,000      —     

The Company recorded net gains (losses) on derivative financial instruments used to hedge the Company’s IRLCs and inventory of mortgage loans totaling $(68.7) million, $151.6 million and $(51.5) million for the years ended December 31, 2014, 2013 and 2012, respectively. Derivative gains and losses are included in Net gains on mortgage loans acquired for sale in the Company’s consolidated statements of income.

The Company recorded net gains (losses) on derivative financial instruments used as economic hedges of MSRs totaling $11.5 million, $(2.0) million and $2.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. The derivative losses are included in Net loan servicing fees in the Company’s consolidated statements of income.

The Company recorded net losses on derivative financial instruments used to hedge the net change in fair value of fixed-rate assets and its variable LIBOR rate repurchase agreement liabilities of $22.6 million and $9.4 million for the years ended December 31, 2014 and 2013, respectively. The derivative losses are included in Net gain on investments in the Company’s consolidated statements of income.

XML 133 R164.htm IDEA: XBRL DOCUMENT v2.4.1.9
Parent Company Information - Condensed Statements of Income (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Interest                      
Other                 $ 172,348us-gaap_InterestIncomeOperating $ 122,862us-gaap_InterestIncomeOperating $ 72,441us-gaap_InterestIncomeOperating
Debt guarantee fees receivable from PennyMac Corp., LLC                 8,900us-gaap_OtherIncome 4,386us-gaap_OtherIncome 244us-gaap_OtherIncome
Net investment income 53,059us-gaap_Revenues 106,530us-gaap_Revenues 120,556us-gaap_Revenues 76,595us-gaap_Revenues 96,087us-gaap_Revenues 86,062us-gaap_Revenues 115,553us-gaap_Revenues 107,816us-gaap_Revenues 356,741us-gaap_Revenues 405,518us-gaap_Revenues 303,526us-gaap_Revenues
Expenses                      
Intercompany interest                 85,589us-gaap_InterestExpense 65,222us-gaap_InterestExpense 31,642us-gaap_InterestExpense
Other                 24,293us-gaap_OtherExpenses 23,061us-gaap_OtherExpenses 9,557us-gaap_OtherExpenses
Total expenses                 177,277us-gaap_OperatingExpenses 190,883us-gaap_OperatingExpenses 116,704us-gaap_OperatingExpenses
Income before provision for income taxes and equity in undistributed earnings in subsidiaries                 179,464us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest 214,635us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest 186,822us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
Provision for income taxes                 (15,080)us-gaap_IncomeTaxExpenseBenefit 14,445us-gaap_IncomeTaxExpenseBenefit 48,573us-gaap_IncomeTaxExpenseBenefit
Net income 26,511us-gaap_NetIncomeLoss 54,949us-gaap_NetIncomeLoss 75,211us-gaap_NetIncomeLoss 37,873us-gaap_NetIncomeLoss 52,696us-gaap_NetIncomeLoss 39,701us-gaap_NetIncomeLoss 54,497us-gaap_NetIncomeLoss 53,296us-gaap_NetIncomeLoss 194,544us-gaap_NetIncomeLoss 200,190us-gaap_NetIncomeLoss 138,249us-gaap_NetIncomeLoss
PennyMac Mortgage Investment Trust [Member]                      
Net investment income                      
Dividends from subsidiaries                 174,192us-gaap_DividendIncomeOperating
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
148,520us-gaap_DividendIncomeOperating
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
107,135us-gaap_DividendIncomeOperating
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Interest                      
Intercompany                 15pmt_IntercompanyInterestIncome
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
20pmt_IntercompanyInterestIncome
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
2,256pmt_IntercompanyInterestIncome
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Other                 4us-gaap_InterestIncomeOperating
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
4us-gaap_InterestIncomeOperating
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
61us-gaap_InterestIncomeOperating
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Debt guarantee fees receivable from PennyMac Corp., LLC                 1,250us-gaap_OtherIncome
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
833us-gaap_OtherIncome
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_OtherIncome
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Net investment income                 175,461us-gaap_Revenues
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
149,377us-gaap_Revenues
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
109,452us-gaap_Revenues
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Expenses                      
Intercompany interest                 26us-gaap_InterestExpense
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
39us-gaap_InterestExpense
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
167us-gaap_InterestExpense
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Other                 0us-gaap_OtherExpenses
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_OtherExpenses
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
1,321us-gaap_OtherExpenses
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Total expenses                 26us-gaap_OperatingExpenses
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
39us-gaap_OperatingExpenses
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
1,488us-gaap_OperatingExpenses
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Income before provision for income taxes and equity in undistributed earnings in subsidiaries                 175,435us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
149,338us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
107,964us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Provision for income taxes                 372us-gaap_IncomeTaxExpenseBenefit
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
86us-gaap_IncomeTaxExpenseBenefit
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_IncomeTaxExpenseBenefit
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Income before equity in undistributed earnings of subsidiaries                 175,063us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
149,252us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
107,964us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Equity in undistributed earnings of subsidiaries                 23,288pmt_EquityInUndistributedEarningsOfSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
49,940pmt_EquityInUndistributedEarningsOfSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
28,845pmt_EquityInUndistributedEarningsOfSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Net income                 $ 198,351us-gaap_NetIncomeLoss
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
$ 199,192us-gaap_NetIncomeLoss
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
$ 136,809us-gaap_NetIncomeLoss
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
XML 134 R80.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risks - Consolidated Statements of Income and Cash Flows (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Statements of income:      
Interest income $ 3,584pmt_InterestIncomeOnMortgageLoansSubjectToForwardPurchaseAgreements $ 3,659pmt_InterestIncomeOnMortgageLoansSubjectToForwardPurchaseAgreements $ 996pmt_InterestIncomeOnMortgageLoansSubjectToForwardPurchaseAgreements
Interest expense 2,363pmt_InterestExpenseOnMortgageLoansSubjectToForwardPurchaseAgreements 3,707pmt_InterestExpenseOnMortgageLoansSubjectToForwardPurchaseAgreements 2,396pmt_InterestExpenseOnMortgageLoansSubjectToForwardPurchaseAgreements
Net gain on investments 803us-gaap_GainLossOnSaleOfInvestments 11,720us-gaap_GainLossOnSaleOfInvestments 9,293us-gaap_GainLossOnSaleOfInvestments
Net loan servicing fees 516pmt_LoanServicingFeesOnMortgageLoansSubjectToForwardPurchaseAgreements 852pmt_LoanServicingFeesOnMortgageLoansSubjectToForwardPurchaseAgreements 1,011pmt_LoanServicingFeesOnMortgageLoansSubjectToForwardPurchaseAgreements
Results of REO (473)pmt_GainsLossesOnSalesOfOtherRealEstateUnderForwardPurchaseAgreements (20)pmt_GainsLossesOnSalesOfOtherRealEstateUnderForwardPurchaseAgreements 1,870pmt_GainsLossesOnSalesOfOtherRealEstateUnderForwardPurchaseAgreements
Statements of cash flows:      
Repayments of mortgage loans 6,413pmt_RepaymentsOfMortgageLoansUnderForwardPurchaseAgreementAtFairValue 15,319pmt_RepaymentsOfMortgageLoansUnderForwardPurchaseAgreementAtFairValue 14,292pmt_RepaymentsOfMortgageLoansUnderForwardPurchaseAgreementAtFairValue
Sales of REO 5,365pmt_SalesOfRealEstateAcquiredInSettlementOfLoansUnderForwardPurchaseAgreement 651pmt_SalesOfRealEstateAcquiredInSettlementOfLoansUnderForwardPurchaseAgreement 9,912pmt_SalesOfRealEstateAcquiredInSettlementOfLoansUnderForwardPurchaseAgreement
Repayments of borrowings under forward purchase agreements $ (227,866)pmt_RepaymentOfBorrowingsUnderForwardPurchaseAgreement $ (27,070)pmt_RepaymentOfBorrowingsUnderForwardPurchaseAgreement $ (157,166)pmt_RepaymentOfBorrowingsUnderForwardPurchaseAgreement
XML 135 R90.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Other Transactions - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Aug. 04, 2009
Feb. 01, 2013
Mortgage Loans on Real Estate [Line Items]          
PMT agreed to reimburse PCM for a payment       $ 2,900,000us-gaap_DueToRelatedPartiesCurrentAndNoncurrent  
Amount of performance incentive fees for every targeted performance earned 100pmt_AmountOfIncentiveDistributionRightsEarned        
Amounts due from PCM 6,600,000pmt_AmountsDueFromAffiliates 6,000,000pmt_AmountsDueFromAffiliates      
Number of common shares held by affiliate 75,000pmt_NumberOfCommonSharesHeldByAffiliate 75,000pmt_NumberOfCommonSharesHeldByAffiliate      
Management [Member]          
Mortgage Loans on Real Estate [Line Items]          
Rate during reimbursement period At a rate of $10 in reimbursement for every $100 of performance incentive fees earned.        
Performance incentive fees payable 10pmt_ContingentUnderwritingFeePayableAsPercentageOfIncentiveFeePayable
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ManagementMember
       
Payments of contingent underwriting fee to manager 651,000pmt_ContingentUnderwritingFeePaymentsToAffiliate
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ManagementMember
944,000pmt_ContingentUnderwritingFeePaymentsToAffiliate
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ManagementMember
0pmt_ContingentUnderwritingFeePaymentsToAffiliate
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ManagementMember
   
Management [Member] | Maximum [Member]          
Mortgage Loans on Real Estate [Line Items]          
Reimbursement amount for a year         1,000,000pmt_AmountReimbursableToRelatedPartyPerYear
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ManagementMember
Reimbursement amount         2,900,000pmt_AmountReimbursableToRelatedParty
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ManagementMember
IPO underwriters [Member]          
Mortgage Loans on Real Estate [Line Items]          
Rate during reimbursement period At a rate of $20 of payments for every $100 of performance incentive fees earned by PCM.        
Performance incentive fees payable 20pmt_ContingentUnderwritingFeePayableAsPercentageOfIncentiveFeePayable
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
       
Amount of performance incentive fees for every targeted performance earned 100pmt_AmountOfIncentiveDistributionRightsEarned
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
       
Payments of contingent underwriting fees to underwriters 1,700,000pmt_ContingentUnderwritingFeePaymentsToUnderwriters
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
1,900,000pmt_ContingentUnderwritingFeePaymentsToUnderwriters
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
0pmt_ContingentUnderwritingFeePaymentsToUnderwriters
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
   
Reimbursement agreement expiration date Feb. 01, 2019        
IPO underwriters [Member] | Maximum [Member]          
Mortgage Loans on Real Estate [Line Items]          
Reimbursement amount for a year         2,000,000pmt_AmountReimbursableToRelatedPartyPerYear
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
Reimbursement amount         $ 5,900,000pmt_AmountReimbursableToRelatedParty
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_UnderwritersMember
XML 136 R4.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statements of Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Net investment income      
Net gain on mortgage loans acquired for sale $ 35,647us-gaap_GainLossOnSalesOfLoansNet $ 98,669us-gaap_GainLossOnSalesOfLoansNet $ 147,675us-gaap_GainLossOnSalesOfLoansNet
Loan origination fees 18,184pmt_LoanOriginationsFees 17,765pmt_LoanOriginationsFees 10,545pmt_LoanOriginationsFees
Net interest income:      
Interest income 172,348us-gaap_InterestIncomeOperating 122,862us-gaap_InterestIncomeOperating 72,441us-gaap_InterestIncomeOperating
Interest expense 85,589us-gaap_InterestExpense 65,222us-gaap_InterestExpense 31,642us-gaap_InterestExpense
Total, Net interest income (expense) 86,759us-gaap_InterestIncomeExpenseNet 57,640us-gaap_InterestIncomeExpenseNet 40,799us-gaap_InterestIncomeExpenseNet
Net gain on investments 201,809us-gaap_GainLossOnInvestments 207,758us-gaap_GainLossOnInvestments 103,649us-gaap_GainLossOnInvestments
Net loan servicing fees 37,893us-gaap_ServicingFeesNet 32,791us-gaap_ServicingFeesNet (754)us-gaap_ServicingFeesNet
Results of real estate acquired in settlement of loans (32,451)pmt_NetResultsOfRealEstateAcquiredInSettlementOfLoans (13,491)pmt_NetResultsOfRealEstateAcquiredInSettlementOfLoans 1,368pmt_NetResultsOfRealEstateAcquiredInSettlementOfLoans
Other 8,900us-gaap_OtherIncome 4,386us-gaap_OtherIncome 244us-gaap_OtherIncome
Net investment income 356,741us-gaap_Revenues 405,518us-gaap_Revenues 303,526us-gaap_Revenues
Expenses      
Loan fulfillment fees 48,719pmt_LoanFulfillmentFeesPayableToAffiliate 79,712pmt_LoanFulfillmentFeesPayableToAffiliate 62,906pmt_LoanFulfillmentFeesPayableToAffiliate
Loan servicing fees 52,522us-gaap_LoanPortfolioExpense 39,413us-gaap_LoanPortfolioExpense 18,608us-gaap_LoanPortfolioExpense
Management fees 35,035us-gaap_ManagementFeeExpense 32,410us-gaap_ManagementFeeExpense 12,436us-gaap_ManagementFeeExpense
Professional services 8,380us-gaap_ProfessionalFees 8,373us-gaap_ProfessionalFees 6,053us-gaap_ProfessionalFees
Compensation 8,328us-gaap_LaborAndRelatedExpense 7,914us-gaap_LaborAndRelatedExpense 7,144us-gaap_LaborAndRelatedExpense
Other 24,293us-gaap_OtherExpenses 23,061us-gaap_OtherExpenses 9,557us-gaap_OtherExpenses
Total expenses 177,277us-gaap_OperatingExpenses 190,883us-gaap_OperatingExpenses 116,704us-gaap_OperatingExpenses
Income before provision for income taxes 179,464us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest 214,635us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest 186,822us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
(Benefit from) provision for income taxes (15,080)us-gaap_IncomeTaxExpenseBenefit 14,445us-gaap_IncomeTaxExpenseBenefit 48,573us-gaap_IncomeTaxExpenseBenefit
Net income 194,544us-gaap_NetIncomeLoss 200,190us-gaap_NetIncomeLoss 138,249us-gaap_NetIncomeLoss
Earnings per share      
Basic $ 2.62us-gaap_EarningsPerShareBasic $ 3.13us-gaap_EarningsPerShareBasic $ 3.14us-gaap_EarningsPerShareBasic
Diluted $ 2.47us-gaap_EarningsPerShareDiluted $ 2.96us-gaap_EarningsPerShareDiluted $ 3.14us-gaap_EarningsPerShareDiluted
Weighted-average shares outstanding      
Basic 73,495us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 63,426us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 43,553us-gaap_WeightedAverageNumberOfSharesOutstandingBasic
Diluted 82,211us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding 69,448us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding 43,876us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding
Nonaffiliates [Member]      
Net interest income:      
Interest income 159,056us-gaap_InterestIncomeOperating
/ dei_LegalEntityAxis
= pmt_NonAffiliatesMember
121,771us-gaap_InterestIncomeOperating
/ dei_LegalEntityAxis
= pmt_NonAffiliatesMember
72,441us-gaap_InterestIncomeOperating
/ dei_LegalEntityAxis
= pmt_NonAffiliatesMember
Net gain on investments 222,643us-gaap_GainLossOnInvestments
/ dei_LegalEntityAxis
= pmt_NonAffiliatesMember
205,335us-gaap_GainLossOnInvestments
/ dei_LegalEntityAxis
= pmt_NonAffiliatesMember
103,649us-gaap_GainLossOnInvestments
/ dei_LegalEntityAxis
= pmt_NonAffiliatesMember
PennyMac Financial Services, Inc. [Member]      
Net interest income:      
Interest income 13,292us-gaap_InterestIncomeOperating
/ dei_LegalEntityAxis
= pmt_PennymacFinancialServicesIncMember
1,091us-gaap_InterestIncomeOperating
/ dei_LegalEntityAxis
= pmt_PennymacFinancialServicesIncMember
0us-gaap_InterestIncomeOperating
/ dei_LegalEntityAxis
= pmt_PennymacFinancialServicesIncMember
Net gain on investments $ (20,834)us-gaap_GainLossOnInvestments
/ dei_LegalEntityAxis
= pmt_PennymacFinancialServicesIncMember
$ 2,423us-gaap_GainLossOnInvestments
/ dei_LegalEntityAxis
= pmt_PennymacFinancialServicesIncMember
$ 0us-gaap_GainLossOnInvestments
/ dei_LegalEntityAxis
= pmt_PennymacFinancialServicesIncMember
XML 137 R12.htm IDEA: XBRL DOCUMENT v2.4.1.9
Earnings Per Share
12 Months Ended
Dec. 31, 2014
Earnings Per Share [Abstract]  
Earnings Per Share

Note 5—Earnings Per Share

Basic earnings per share is determined using the two-class method, under which all earnings (distributed and undistributed) are allocated to common shares and participating securities, based on their respective rights to receive dividends. Basic earnings per share is determined using net income reduced by income attributable to the participating securities and divided by the weighted-average common shares outstanding during the period. The Company grants restricted share units which entitle the recipients to receive dividend equivalents during the vesting period on a basis equivalent to the dividends paid to holders of common shares. Unvested share-based compensation awards containing non-forfeitable rights to receive dividends or dividend equivalents (collectively, “dividends”) are classified as “participating securities” and are included in the basic earnings per share calculation using the two-class method.

Diluted earnings per share is determined by dividing net income attributable to diluted shareholders, which adds back to net income the interest expense, net of applicable income taxes, on the Company’s exchangeable senior notes (the “Notes”), by the weighted-average common shares outstanding, assuming all potentially dilutive securities were issued. In periods in which the Company records a loss, potentially dilutive securities are excluded from the diluted loss per share calculation, as their effect on loss per share is anti-dilutive.

 

The following table summarizes the basic and diluted earnings per share calculations:

 

     Year ended December 31,  
     2014      2013      2013  
     (in thousands except per share amounts)  

Basic earnings per share:

        

Net income

   $ 194,544       $ 200,190       $ 138,249   

Effect of participating securities—share-based compensation awards

     (1,830      (1,751      (1,433
  

 

 

    

 

 

    

 

 

 

Net income attributable to common shareholders

$ 192,714    $ 198,439    $ 136,816   
  

 

 

    

 

 

    

 

 

 

Weighted-average shares outstanding

  73,495      63,426      43,553   
  

 

 

    

 

 

    

 

 

 

Basic earnings per share

$ 2.62    $ 3.13    $ 3.14   
  

 

 

    

 

 

    

 

 

 

Diluted earnings per share:

Net income

$ 194,544    $ 200,190    $ 138,249   

Interest on Notes, net of income taxes

  8,456      5,556      —     
  

 

 

    

 

 

    

 

 

 

Net income attributable to diluted shareholders

$ 203,000    $ 205,746    $ 138,249   
  

 

 

    

 

 

    

 

 

 

Weighted-average shares outstanding

  73,495      63,426      43,553   

Potentially dilutive securities:

Shares issuable pursuant to exchange of the Notes

  8,418      5,647      —     

Shares issuable under share-based compensation plan

  298      375      323   
  

 

 

    

 

 

    

 

 

 

Diluted weighted-average number of shares outstanding

  82,211      69,448      43,876   
  

 

 

    

 

 

    

 

 

 

Diluted earnings per share

$ 2.47    $ 2.96    $ 3.14   
  

 

 

    

 

 

    

 

 

 
XML 138 R11.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties
12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
Transactions with Related Parties

Note 4—Transactions with Related Parties

Management Fees

Before February 1, 2013, under a management agreement, PMT paid PCM a base management fee which was calculated at 1.5% per year of shareholders’ equity. The management agreement also provided for a performance incentive fee. The performance incentive fee was calculated at 20% per year of the amount by which “core earnings,” on a rolling four-quarter basis and before the incentive fee, exceeded an 8% “hurdle rate” as defined in the management agreement. The Company did not incur a performance incentive fee before February 1, 2013.

Effective February 1, 2013, the management agreement was amended to provide that:

 

    The base management fee is calculated quarterly and is equal to the sum of (i) 1.5% per year of shareholders’ equity up to $2 billion, (ii) 1.375% per year of shareholders’ equity in excess of $2 billion and up to $5 billion, and (iii) 1.25% per year of shareholders’ equity in excess of $5 billion.

 

    The performance incentive fee is calculated at a defined annualized percentage of the amount by which “net income,” on a rolling four-quarter basis and before deducting the incentive fee, exceeds certain levels of return on “equity.”

The performance incentive fee is calculated quarterly and is equal to: (a) 10% of the amount by which net income for the quarter exceeds (i) an 8% return on equity plus the high watermark, up to (ii) a 12% return on equity; plus (b) 15% of the amount by which net income for the quarter exceeds (i) a 12% return on equity plus the high watermark, up to (ii) a 16% return on equity; plus (c) 20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark.

For the purpose of determining the amount of the performance incentive fee:

“Net income” is defined as net income or loss computed in accordance with GAAP and certain other non-cash charges determined after discussions between PCM and PMT’s independent trustees and after approval by a majority of PMT’s independent trustees.

“Equity” is the weighted average of the issue price per common share of all of PMT’s public offerings, multiplied by the weighted average number of common shares outstanding (including restricted share units) in the four-quarter period.

The “high watermark” is the quarterly adjustment that reflects the amount by which the net income (stated as a percentage of return on equity) in that quarter exceeds or falls short of the lesser of 8% and the Fannie Mae MBS yield (the target yield) for such quarter. The “high watermark” starts at zero and is adjusted quarterly. If the net income is lower than the target yield, the high watermark is increased by the difference. If the net income is higher than the target yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns to zero. As a result, the threshold amounts required for PCM to earn a performance incentive fee are adjusted cumulatively based on the performance of PMT’s net income over (or under) the target yield, until the net income in excess of the target yield exceeds the then-current cumulative high watermark amount, and a performance incentive fee is earned.

The base management fee and the performance incentive fee are both payable quarterly in arrears. The performance incentive fee may be paid in cash or in PMT’s common shares (subject to a limit of no more than 50% paid in common shares), at the Company’s option.

Following is a summary of the base management and performance incentive fees recorded by the Company:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Management fee:

  

Base

   $ 23,330       $ 19,644       $ 12,436   

Performance incentive

     11,705         12,766         —     
  

 

 

    

 

 

    

 

 

 

Total management fee incurred during the year

$ 35,035    $ 32,410    $ 12,436   
  

 

 

    

 

 

    

 

 

 

In the event of termination of the management agreement between the Company and PFSI, PFSI may be entitled to a termination fee in certain circumstances. The termination fee is equal to three times the sum of (a) the average annual base management fee, and (b) the average annual performance incentive fee earned by PFSI, in each case during the 24-month period before termination.

Mortgage Loan Servicing

The Company, through its Operating Partnership, has a loan servicing agreement with PLS. Before February 1, 2013, the servicing fee rates were based on the risk characteristics of the mortgage loans serviced and total servicing compensation was established at levels that the Manager believed were competitive with those charged by other servicers or specialty servicers, as applicable.

 

    Servicing fee rates for nonperforming loans ranged between 50 and 100 basis points per year on the unpaid principal balance of the mortgage loans serviced on the Company’s behalf. PLS was also entitled to certain customary market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and late charges, as well as interest on funds on deposit in custodial accounts. In the event PLS either effected a refinancing of a loan on the Company’s behalf and not through a third party lender and the resulting loan was readily saleable, or originated a loan to facilitate the disposition of real estate that the Company had acquired in settlement of a loan, PLS was entitled to receive market-based fees and compensation from the Company.

 

    For mortgage loans serviced by the Company as a result of acquisitions and sales with servicing rights retained in connection with the Company’s correspondent production business, PLS was entitled to base subservicing fees and other customary market-based fees and charges as described above.

Effective February 1, 2013, the servicing agreement was amended to provide for servicing fees earned by PLS that changed from being based on a percentage of the mortgage loan’s unpaid principal balance to fixed per-loan monthly amounts based on the delinquency, bankruptcy and/or foreclosure status of the serviced loan or the REO. PLS also remains entitled to market-based fees and charges including boarding and deboarding, liquidation and disposition fees, assumption, modification and origination fees and late charges relating to loans it services for the Company.

 

    The base servicing fees for distressed whole loans are calculated based on a monthly per-loan dollar amount, with the actual dollar amount for each loan based on the delinquency, bankruptcy and/or foreclosure status of such loan or the related underlying real estate. Presently, the base servicing fees for distressed whole loans range from $30 per month for current loans up to $125 per month for loans that are severely delinquent and in foreclosure.

 

   

The base servicing fees for non-distressed loans subserviced by PLS on the Company’s behalf are also calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the mortgage loan is a fixed-rate or adjustable-rate loan. The base servicing fees for loans subserviced on the Company’s behalf are $7.50 per month for fixed-rate loans and $8.50 per month for adjustable rate mortgage loans. To the extent that these loans become delinquent, PLS is entitled to an additional servicing fee per mortgage loan falling within a range of $10 to $75 per month based on the delinquency, bankruptcy and foreclosure status of the mortgage loan or the related underlying real estate. PLS is also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees.

 

    PLS is required to provide a range of services and activities significantly greater in scope than the services provided in connection with a customary servicing arrangement because the Company does not have any employees or infrastructure. For these services, PLS receives a supplemental fee of $25 per month for each distressed whole loan and $3.25 per month for each subserviced mortgage loan; provided, however, that from and after January 1, 2014, the aggregate supplemental servicing fees for all mortgage loans that are owned by a third party investor and with respect to which the Company has acquired the related servicing rights (and that are not distressed whole loans) shall not exceed $700,000 in any fiscal quarter. PLS is entitled to reimbursement for all customary, good faith reasonable and necessary out-of-pocket expenses incurred in performance of its servicing obligations.

 

    PLS, on behalf of the Company, currently participates in the Home Affordable Modification Program (“HAMP”) of the U.S. Department of the Treasury and U.S. Department of Housing and Urban Development (“HUD”) (and other similar mortgage loan modification programs). HAMP establishes standard loan modification guidelines for “at risk” homeowners and provides incentive payments to certain participants, including loan servicers, for achieving modifications and successfully remaining in the program. The loan servicing agreement entitles PLS to retain any incentive payments made to it and to which it is entitled under HAMP; provided, however, that with respect to any such incentive payments paid to PLS under HAMP in connection with a mortgage loan modification for which the Company previously paid PLS a modification fee, PLS shall reimburse the Company an amount equal to the incentive payments.

Following is a summary of mortgage loan servicing fees earned by PLS:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Mortgage loans acquired for sale at fair value:

        

Base

   $ 103       $ 262       $ 204   

Activity-based

     149         300         —     
  

 

 

    

 

 

    

 

 

 
  252      562      204   
  

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value:

Base

  18,953      16,458      14,128   

Activity-based

  19,608      11,814      4,276   
  

 

 

    

 

 

    

 

 

 
  38,561      28,272      18,404   
  

 

 

    

 

 

    

 

 

 

MSRs:

Base

  13,515      10,274      —     

Activity-based

  194      305      —     
  

 

 

    

 

 

    

 

 

 
  13,709      10,579      —     
  

 

 

    

 

 

    

 

 

 
$ 52,522    $ 39,413    $ 18,608   
  

 

 

    

 

 

    

 

 

 

The term of the servicing agreement, as amended, expires on February 1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the servicing agreement.

 

Correspondent Production

PLS is entitled to a fulfillment fee based on the type of mortgage loan that the Company acquires and equal to a percentage of the unpaid principal balance of such mortgage loan.

Before February 1, 2013, the Company paid PLS a fulfillment fee of 50 basis points of the unpaid principal balance of mortgage loans sold to non-affiliates where the Company is approved or licensed to sell to such non-affiliate. Effective February 1, 2013, the mortgage banking and warehouse services agreement provides for a fulfillment fee paid to PLS based on the type of mortgage loan that the Company acquires. The fulfillment fee is equal to a percentage of the unpaid principal balance of mortgage loans purchased by the Company, with the addition of potential fee rate discounts applicable to the Company’s monthly purchase volume in excess of designated thresholds. PLS has also agreed to provide such services exclusively for the Company’s benefit, and PLS and its affiliates are prohibited from providing such services for any other party.

Presently, the applicable percentages are (i) 0.50% for conventional mortgage loans, (ii) 0.88% for loans sold in accordance with the Ginnie Mae Mortgage-Backed Securities Guide, (iii) 0.80% for the U.S. Department of the Treasury and HUD’s Home Affordable Refinance Program (“HARP”) mortgage loans with a loan-to-value ratio of 105% or less, (iv) 1.20% for HARP mortgage loans with a loan-to-value ratio of greater than 105%, and (v) 0.50% for all other mortgage loans not contemplated above; provided, however, that PLS may, in its sole discretion, reduce the amount of the applicable fulfillment fee and credit the amount of such reduction to the reimbursement otherwise due as described below. This reduction may only be credited to the reimbursement applicable to the month in which the related mortgage was funded.

The Company does not hold the Ginnie Mae approval required to issue securities guaranteed by Ginnie Mae MBS and act as a servicer. Accordingly, under the mortgage banking and warehouse services agreement, PLS currently purchases loans salable in accordance with the Ginnie Mae Mortgage-Backed Securities Guide “as is” and without recourse of any kind from the Company at cost less any administrative fees paid by the Correspondent to PMT plus accrued interest and a sourcing fee of three basis points.

In the event that the Company purchases mortgage loans with an aggregate unpaid principal balance in any month greater than $2.5 billion and less than $5 billion, PLS has agreed to discount the amount of such fulfillment fees by reimbursing PMT an amount equal to the product of (i) 0.025%, (ii) the amount of unpaid principal balance in excess of $2.5 billion and (iii) the percentage of the aggregate unpaid principal balance relating to mortgage loans for which PLS collected fulfillment fees in such month. In the event the Company purchases mortgage loans with an aggregate unpaid principal balance in any month greater than $5 billion, PLS has agreed to further discount the amount of fulfillment fees by reimbursing the Company an amount equal to the product of (i) 0.05%, (ii) the amount of unpaid principal balance in excess of $5 billion and (iii) the percentage of the aggregate unpaid principal balance relating to mortgage loans for which PLS collected fulfillment fees in such month.

In consideration for the mortgage banking services provided by PLS with respect to the Company’s acquisition of mortgage loans under PLS early purchase program, PLS is entitled to fees accruing (i) at a rate equal to $25,000 per year per early purchase facility administered, and (ii) in the amount of $50 for each mortgage loan the Company acquires. In consideration for the warehouse services provided by PLS with respect to mortgage loans that the Company finances for its warehouse lending clients, with respect to each facility, PLS is entitled to fees accruing (i) at a rate equal to $25,000 per year per warehouse line administered, and (ii) in the amount of $50 for each mortgage loan that the Company finances thereunder. Where the Company has entered into both an early purchase agreement and a warehouse lending agreement with the same client, PLS shall only be entitled to one $25,000 per annum fee and, with respect to any mortgage loan that becomes subject to both such agreements, only one $50 per loan fee.

The term of the mortgage banking and warehouse services agreement expires on February 1, 2017, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

Following is a summary of correspondent production activity between the Company and PLS:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Fulfillment fee expense earned by PLS

   $ 48,719       $ 79,712       $ 62,906   

Unpaid principal balance of loans fulfilled by PLS

   $ 11,476,448       $ 15,225,153       $ 13,028,375   

Sourcing fees earned from PLS

   $ 4,676       $ 4,611       $ 2,505   

Fair value of loans sold to PLS

   $ 16,431,338       $ 16,113,806       $ 8,864,264   

At period end:

        

Mortgage loans included in mortgage loans acquired for sale pending sale to PLS

   $ 209,325       $ 112,360       $ 153,326   

Investment Activities

Pursuant to the terms of a MSR recapture agreement, effective February 1, 2013, if PLS refinances through its retail lending business loans for which the Company previously held the MSRs, PLS is generally required to transfer and convey to one of the Company’s wholly-owned subsidiaries without cost to the Company, the MSRs with respect to new mortgage loans originated in those refinancings (or, under certain circumstances, other mortgage loans) that have an aggregate unpaid principal balance that is not less than 30% of the aggregate unpaid principal balance of all the loans so originated. Where the fair value of the aggregate MSRs to be transferred for the applicable month is less than $200,000, PLS may, at its option, pay cash to PMT in an amount equal to such fair value in lieu of transferring such MSRs. MSR recapture amounts are shown in Note 27—Net loan servicing fees. The MSR recapture agreement expires, unless terminated earlier in accordance with the agreement, on February 1, 2017, subject to automatic renewal for additional 18-month periods.

Pursuant to three master spread acquisition and MSR servicing agreements, effective February 1, 2013, December 30, 2013, and December 19, 2014, PMT may acquire from PLS the rights to receive certain ESS arising from MSRs acquired by PLS, in which case PLS generally would be required to service or subservice the related mortgage loans. The terms of each transaction under each master spread acquisition and MSR servicing agreement will be subject to the terms of such agreement as modified and supplemented by the terms of a confirmation executed in connection with such transaction.

Following is a summary of investment activity between the Company and PCM:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Purchases of excess servicing spread

   $ 99,728       $ 139,028       $ —     

Interest income from excess servicing spread

   $ 13,292       $ 1,091       $ —     

Net (loss) gain on excess servicing spread purchased at fair value

   $ (28,663    $ 2,423       $ —     

Excess servicing spread recapture recognized

   $ 7,828       $ —         $ —     

MSR recapture recognized

   $ 9       $ 709       $ —     

Other Transactions

In connection with the initial public offering of PMT’s common shares (“IPO”) on August 4, 2009, the Company entered into an agreement with PCM pursuant to which the Company agreed to reimburse PCM for the $2.9 million payment that it made to the IPO underwriters if the Company satisfied certain performance measures over a specified period of time (the “Conditional Reimbursement”). Effective February 1, 2013, the Company amended the terms of the reimbursement agreement to provide for the reimbursement of PCM of the Conditional Reimbursement if the Company is required to pay PCM performance incentive fees under the management agreement at a rate of $10 in reimbursement for every $100 of performance incentive fees earned. The reimbursement of the Conditional Reimbursement is subject to a maximum reimbursement in any particular 12-month period of $1.0 million and the maximum amount that may be reimbursed under the agreement is $2.9 million. During the years ended December 31, 2014 and 2013, the Company paid $651,000 and $944,000 to PCM, respectively. No payments were made to PCM during the year ended December 31, 2012.

The Company has also agreed to pay the IPO underwriters an amount to which it agreed at the time of the offering if the Company satisfies certain performance measures over a specified period. As PCM earns performance incentive fees under the management agreement, such underwriters will be paid at a rate of $20 of payments for every $100 of performance incentive fees earned by PCM. The payment to the underwriters is subject to a maximum reimbursement in any particular 12-month period of $2.0 million and the maximum amount that may be paid under the agreement is $5.9 million. During the years ended December 31, 2014 and 2013, $1.7 million and $1.9 million was paid to the underwriters, respectively. No payments were made to the underwriters during the year ended December 31, 2012.

In the event the termination fee is payable to PCM under the management agreement and PCM and the underwriters have not received the full amount of the reimbursements and payments under the reimbursement agreement, such amount will be paid in full. The term of the reimbursement agreement expires on February 1, 2019.

 

The Company reimburses PCM and its affiliates for other expenses, including common overhead expenses incurred on its behalf by PCM and its affiliates, in accordance with the terms of its management agreement as summarized below:

 

     Year ended December 31,  
     2014      2013      2012  

Reimbursement of:

        

Common overhead incurred by PCM and its affiliates

   $ 10,850       $ 10,989       $ 4,183   

Expenses incurred on the Company’s behalf

     792         4,638         3,146   
  

 

 

    

 

 

    

 

 

 
$ 11,642    $ 15,627    $ 7,329   
  

 

 

    

 

 

    

 

 

 

Payments and settlements during the period (1)

$ 99,987    $ 121,230    $ 85,554   
  

 

 

    

 

 

    

 

 

 

 

(1) Payments and settlements include payments for management fees and correspondent production activities itemized in the preceding tables and netting settlements made pursuant to master netting agreements between the Company and PFSI.

Amounts due to PCM and its affiliates are summarized below:

 

     December 31,
2014
     December 31,
2013
 
     (in thousands)  

Management fees

   $ 8,426       $ 8,924   

Allocated expenses

     7,088         2,009   

Unsettled ESS investment

     3,836         —     

Servicing fees

     3,457         5,915   

Contingent underwriting fees

     1,136         1,788   
  

 

 

    

 

 

 
$ 23,943    $ 18,636   
  

 

 

    

 

 

 

Amounts due from PCM and its affiliates totaled $6.6 million and $6.0 million at December 31, 2014 and 2013, respectively. At December 31, 2014, the balance represents payments receivable relating to cash flows from the Company’s investment in ESS and amounts receivable relating to unsettled ESS recaptures.

PNMAC held 75,000 of the Company’s common shares at both December 31, 2014 and December 31, 2013.

XML 139 R144.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Interest Income - Summary of Net Interest Income (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Interest income:      
Short-term investments $ 604us-gaap_InterestIncomeDomesticDeposits $ 542us-gaap_InterestIncomeDomesticDeposits $ 42us-gaap_InterestIncomeDomesticDeposits
Mortgage-backed securities 8,226us-gaap_InterestIncomeSecuritiesMortgageBacked 2,138us-gaap_InterestIncomeSecuritiesMortgageBacked 2,084us-gaap_InterestIncomeSecuritiesMortgageBacked
Agency debt securities 0pmt_InterestIncomeDebtSecurities 222pmt_InterestIncomeDebtSecurities 0pmt_InterestIncomeDebtSecurities
Mortgage loans acquired for sale at fair value 23,974us-gaap_InterestAndFeeIncomeLoansHeldForSaleMortgages 33,726us-gaap_InterestAndFeeIncomeLoansHeldForSaleMortgages 19,731us-gaap_InterestAndFeeIncomeLoansHeldForSaleMortgages
Mortgage loans at fair value 122,620pmt_InterestIncomeOnMortgageFinancings 81,275pmt_InterestIncomeOnMortgageFinancings 49,462pmt_InterestIncomeOnMortgageFinancings
Mortgage loans under forward purchase agreements 3,584pmt_InterestIncomeOnMortgageLoansSubjectToForwardPurchaseAgreements 3,659pmt_InterestIncomeOnMortgageLoansSubjectToForwardPurchaseAgreements 996pmt_InterestIncomeOnMortgageLoansSubjectToForwardPurchaseAgreements
Excess servicing spread purchased from PFSI, at fair value 13,292pmt_InterestIncomeExcessServicingSpread 1,091pmt_InterestIncomeExcessServicingSpread 0pmt_InterestIncomeExcessServicingSpread
Other 48us-gaap_InterestIncomeOther 209us-gaap_InterestIncomeOther 126us-gaap_InterestIncomeOther
Interest income, total 172,348us-gaap_InterestIncomeOperating 122,862us-gaap_InterestIncomeOperating 72,441us-gaap_InterestIncomeOperating
Interest expense:      
Assets sold under agreements to repurchase 58,304us-gaap_InterestExpenseSecuritiesSoldUnderAgreementsToRepurchase 47,790us-gaap_InterestExpenseSecuritiesSoldUnderAgreementsToRepurchase 28,025us-gaap_InterestExpenseSecuritiesSoldUnderAgreementsToRepurchase
Mortgage loans participation and sale agreement 912pmt_ParticipatingMortgageLoansInterestExpense 0pmt_ParticipatingMortgageLoansInterestExpense 0pmt_ParticipatingMortgageLoansInterestExpense
Borrowings under forward purchase agreements 2,363pmt_InterestExpenseBorrowingsUnderForwardPurchaseAgreements 3,707pmt_InterestExpenseBorrowingsUnderForwardPurchaseAgreements 2,396pmt_InterestExpenseBorrowingsUnderForwardPurchaseAgreements
Asset-backed secured financing 6,490pmt_AssetBackedSecuredFinancingInterestExpense 1,612pmt_AssetBackedSecuredFinancingInterestExpense 0pmt_AssetBackedSecuredFinancingInterestExpense
Exchangeable senior notes 14,358us-gaap_InterestExpenseLongTermDebt 9,580us-gaap_InterestExpenseLongTermDebt 0us-gaap_InterestExpenseLongTermDebt
Note payable secured by mortgage loans at fair value 0pmt_NotePayableSecuredByMortgageLoansAtFairValueInterestExpense 0pmt_NotePayableSecuredByMortgageLoansAtFairValueInterestExpense 113pmt_NotePayableSecuredByMortgageLoansAtFairValueInterestExpense
Other 3,162us-gaap_InterestExpenseOther 2,533us-gaap_InterestExpenseOther 1,108us-gaap_InterestExpenseOther
Interest expense, total 85,589us-gaap_InterestExpense 65,222us-gaap_InterestExpense 31,642us-gaap_InterestExpense
Net interest income $ 86,759us-gaap_InterestIncomeExpenseNet $ 57,640us-gaap_InterestIncomeExpenseNet $ 40,799us-gaap_InterestIncomeExpenseNet
XML 140 R23.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Servicing Rights
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Mortgage Servicing Rights

Note 16—Mortgage Servicing Rights

Carried at Fair Value:

Following is a summary of MSRs carried at fair value:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance at beginning of period

   $ 26,452       $ 1,346       $ 749   

Additions:

        

Purchases

     —           1,419         20   

MSRs resulting from loan sales

     47,693         23,071         1,508   
  

 

 

    

 

 

    

 

 

 

Total additions

  47,693      24,490      1,528   
  

 

 

    

 

 

    

 

 

 

Change in fair value:

Due to changes in valuation inputs or assumptions used in valuation model (1)

  (11,455   1,338      (708

Other changes in fair value (2)

  (5,193   (722   (144
  

 

 

    

 

 

    

 

 

 
  (16,648   616      (852
  

 

 

    

 

 

    

 

 

 

Sales

  (139   —        (79
  

 

 

    

 

 

    

 

 

 

Balance at end of period

$ 57,358    $ 26,452    $ 1,346   
  

 

 

    

 

 

    

 

 

 

 

(1) Principally reflects changes in pricing spread (discount rates) and prepayment speed inputs, primarily due to changes in interest rates.
(2) Represents changes due to realization of expected cash flows.

 

Carried at Lower of Amortized Cost or Fair Value:

Following is a summary of MSRs carried at amortized cost:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Amortized Cost:

        

Balance at beginning of period

   $ 266,697       $ 132,977       $ 5,282   

MSRs resulting from loan sales

     73,640         159,961         133,159   

Purchases

     —           —           15   

Amortization

     (31,911      (26,241      (5,460

Sales

     (289      —           (19
  

 

 

    

 

 

    

 

 

 

Balance at end of period

  308,137      266,697      132,977   
  

 

 

    

 

 

    

 

 

 

Valuation Allowance:

Balance at beginning of period

  (2,577   (7,547   —     

Reversals (additions)

  (5,138   4,970      (7,547
  

 

 

    

 

 

    

 

 

 

Balance at end of period

  (7,715   (2,577   (7,547
  

 

 

    

 

 

    

 

 

 

MSRs, net

$ 300,422    $ 264,120    $ 125,430   
  

 

 

    

 

 

    

 

 

 

Estimated fair value at end of period

$ 322,230    $ 289,737    $ 126,995   
  

 

 

    

 

 

    

 

 

 

The following table summarizes the Company’s estimate of amortization of its existing MSRs carried at amortized cost. This projection was developed using assumptions made by the Manager in its December 31, 2014 valuation of MSRs. The assumptions underlying the following estimate will change as market conditions and portfolio composition and behavior change, causing both actual and projected amortization levels to change over time. Therefore, the following estimates will change in a manner and amount not presently determinable by the Manager.

 

Year ending December 31,

   Estimated MSR
amortization
 
     (in thousands)  

2015

   $ 32,122   

2016

     31,986   

2017

     29,893   

2018

     27,244   

2019

     24,680   

Thereafter

     162,212   
  

 

 

 

Total

$ 308,137   
  

 

 

 

Servicing fees relating to MSRs are recorded in Net loan servicing fees on the consolidated statements of income and are summarized below:

 

     Year ending December 31,  
     2014      2013      2012  
     (in thousands)  

Contractually-specified servicing fees

   $ 76,300       $ 50,716       $ 9,969   
  

 

 

    

 

 

    

 

 

 
XML 141 R19.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans at Fair Value
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Mortgage Loans at Fair Value

Note 12—Mortgage Loans at Fair Value

Following is a summary of the distribution of the Company’s mortgage loans at fair value:

 

     December 31, 2014      December 31, 2013  

Loan type

   Fair
value
     Unpaid
principal
balance
     Fair
value
     Unpaid
principal
balance
 
     (in thousands)  

Nonperforming loans

   $ 1,535,317       $ 2,246,585       $ 1,469,686       $ 2,415,446   

Performing loans:

           

Fixed interest rate

     322,704         449,496         310,607         475,568   

Adjustable-rate mortgage (“ARM”)/hybrid

     127,405         162,329         165,327         207,553   

Interest rate step-up

     213,999         323,350         130,906         215,702   

Balloon

     158         210         139         213   
  

 

 

    

 

 

    

 

 

    

 

 

 
  664,266      935,385      606,979      899,036   
  

 

 

    

 

 

    

 

 

    

 

 

 

Fixed interest rate jumbo loans held in a VIE

  527,369      517,500      523,652      543,257   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 2,726,952    $ 3,699,470    $ 2,600,317    $ 3,857,739   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value pledged to secure borrowings at period end:

Assets sold under agreements to repurchase

$ 2,543,242    $ 2,314,324   
  

 

 

       

 

 

    

Mortgage loans held in a consolidated subsidiary whose stock is pledged to secure financings of such loans

$ —      $ 989   
  

 

 

       

 

 

    

Mortgage loans held in a VIE securing an asset-backed financing

$ 527,369    $ 523,652   
  

 

 

       

 

 

    

Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans at fair value, excluding mortgage loans held in a VIE securing asset-backed financing:

 

Concentration

   December 31, 2014    December 31, 2013

Portion of mortgage loans originated between 2005 and 2007

   75%    72%

Percentage of fair value of mortgage loans with unpaid-principal- balance-to-current-property-value in excess of 100%

   55%    61%

Percentage of mortgage loans secured by California real estate

   22%    24%

Additional states contributing 5% or more of mortgage loans

   New York

New Jersey
Florida

   New York

Florida

New Jersey

XML 142 R84.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Mortgage Loan Servicing - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Mortgage Loans on Real Estate [Line Items]  
Servicing fees $ 700,000pmt_LoanServicingFeesPayableToAffiliate
Servicing agreement expiration date Feb. 01, 2017
Renewal period of servicing agreement 18-month periods
Whole loans [Member]  
Mortgage Loans on Real Estate [Line Items]  
Base servicing fees per month 30pmt_BaseServicesFeesToRelatedParty
/ us-gaap_MortgageLoansOnRealEstateDescriptionLoanCategoryAxis
= pmt_WholeLoanMember
Supplemental fee received per month 25pmt_SupplementalFeesReceived
/ us-gaap_MortgageLoansOnRealEstateDescriptionLoanCategoryAxis
= pmt_WholeLoanMember
Delinquent and foreclosure [Member]  
Mortgage Loans on Real Estate [Line Items]  
Base servicing fees per month 125pmt_BaseServicesFeesToRelatedParty
/ us-gaap_MortgageLoansOnRealEstateDescriptionLoanCategoryAxis
= pmt_DelinquentAndForeclosureMember
Subserviced loan [Member]  
Mortgage Loans on Real Estate [Line Items]  
Supplemental fee received per month 3.25pmt_SupplementalFeesReceived
/ us-gaap_MortgageLoansOnRealEstateDescriptionLoanCategoryAxis
= pmt_SubServicingLoanMember
Subserviced loan [Member] | Fixed-Rate Mortgage Loans [Member]  
Mortgage Loans on Real Estate [Line Items]  
Base servicing fees per month 7.50pmt_BaseServicesFeesToRelatedParty
/ us-gaap_MortgageLoansOnRealEstateDescriptionLoanCategoryAxis
= pmt_SubServicingLoanMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedRateMortgageLoansMember
Subserviced loan [Member] | Adjustable rate mortgage loans [Member]  
Mortgage Loans on Real Estate [Line Items]  
Base servicing fees per month 8.50pmt_BaseServicesFeesToRelatedParty
/ us-gaap_MortgageLoansOnRealEstateDescriptionLoanCategoryAxis
= pmt_SubServicingLoanMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_AdjustableRateMortgagesMember
Minimum [Member]  
Mortgage Loans on Real Estate [Line Items]  
Mortgage loans at fair value service fee rate paid to affiliate 50.00%pmt_MortgageLoansAtFairValueServiceFeeRatePaidToAffiliate
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Additional servicing fees per loan per month 10pmt_AdditionalServicingFees
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Maximum [Member]  
Mortgage Loans on Real Estate [Line Items]  
Mortgage loans at fair value service fee rate paid to affiliate 100.00%pmt_MortgageLoansAtFairValueServiceFeeRatePaidToAffiliate
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Additional servicing fees per loan per month $ 75pmt_AdditionalServicingFees
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
XML 143 R15.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value
12 Months Ended
Dec. 31, 2014
Fair Value Disclosures [Abstract]  
Fair Value

Note 8—Fair Value

The Company’s consolidated financial statements include assets and liabilities that are measured based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether the Manager has elected to carry the item at its fair value as discussed in the following paragraphs.

Fair Value Accounting Elections

The Manager identified all of its non-cash financial assets and MSRs relating to loans with initial interest rates of more than 4.5%, to be accounted for at fair value. The Manager has elected to account for these financial statement items at fair value so such changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company’s performance. The Manager has also identified its asset-backed secured financing of the VIE to be accounted for at fair value to reflect the generally offsetting changes in fair value of these borrowings to changes in fair value of mortgage loans at fair value collateralizing this financing.

The Company’s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.

 

Financial Statement Items Measured at Fair Value on a Recurring Basis

Following is a summary of financial statement items that are measured at fair value on a recurring basis:

 

     December 31, 2014  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Assets:

           

Short-term investments

   $ 139,900       $ —         $ —         $ 139,900   

Mortgage-backed securities at fair value

     —           307,363         —           307,363   

Mortgage loans acquired for sale at fair value

     —           637,722         —           637,722   

Mortgage loans at fair value

     —           527,369         2,199,583         2,726,952   

Excess servicing spread purchased from PFSI

     —           —           191,166         191,166   

Derivative assets:

           

Interest rate lock commitments

     —           —           5,678         5,678   

MBS put options

     —           374         —           374   

Forward purchase contracts

     —           3,775         —           3,775   

Forward sales contracts

     —           52         —           52   

Put options on interest rate futures

     193         —           —           193   

Call options on interest rate futures

     3,319         —           —           3,319   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets before netting

  3,512      4,201      5,678      13,391   

Netting (1)

  —        —        —        (2,284
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets after netting

  3,512      4,201      5,678      11,107   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage servicing rights at fair value

  —        —        57,358      57,358   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 143,412    $ 1,476,655    $ 2,453,785    $ 4,071,568   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

Asset-backed secured financing of the variable interest entity at fair value

$ —      $ 165,920    $ —      $ 165,920   

Derivative liabilities:

Interest rate lock commitments

  —        —        17      17   

Treasury futures sales contracts

  478      —        —        478   

Forward purchase contracts

  —        34      —        34   

Forward sales contracts

  —        6,649      —        6,649   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities before netting

  478      6,683      17      7,178   

Netting (1)

  —        —        (4,748
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities after netting

  478      6,683      17      2,430   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

$ 478    $ 172,603    $ 17    $ 168,350   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.

 

     December 31, 2013  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Assets:

           

Short-term investments

   $ 92,398       $ —         $ —         $ 92,398   

Mortgage-backed securities at fair value

     —           197,401         —           197,401   

Mortgage loans acquired for sale at fair value

     —           458,137         —           458,137   

Mortgage loans at fair value

     —           523,652         2,076,665         2,600,317   

Mortgage loans under forward purchase agreements at fair value

     —           —           218,128         218,128   

Excess servicing spread purchased from PFSI

     —           —           138,723         138,723   

Derivative assets:

           

Interest rate lock commitments

     —           —           2,510         2,510   

MBS put options

     —           272         —           272   

Forward purchase contracts

     —           1,229         —           1,229   

Forward sales contracts

     —           16,385         —           16,385   

Put options on interest rate futures

     —           566         —           566   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets

  —        18,452      2,510      20,962   

Netting (1)

  —        —        (12,986
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets after netting

  —        18,452      2,510      7,976   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage servicing rights at fair value

  —        —        26,452      26,452   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 92,398    $ 1,197,642    $ 2,462,478    $ 3,739,532   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

Asset-backed secured financing of the variable interest entity at fair value

$ —      $ 165,415    $ —      $ 165,415   

Derivative liabilities:

Interest rate lock commitments

  —        —        1,261      1,261   

Forward purchase contracts

  —        7,420      —        7,420   

Forward sales contracts

  —        1,295      —        1,295   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities

  —        8,715      1,261      9,976   

Netting (1)

  —        —        (8,015
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities

  —        8,715      1,261      1,961   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

$ —      $ 174,130    $ 1,261    $ 167,376   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.

 

The following is a summary of changes in items measured using Level 3 inputs on a recurring basis:

 

     December 31, 2014  
     Mortgage
loans

at fair value
    Mortgage
loans under
forward
purchase
agreements
    Excess
servicing
spread
    Interest
rate lock
commitments (1)
    Mortgage
servicing
rights
    Total  
     (in thousands)  

Assets:

            

Balance, December 31, 2013

   $ 2,076,665      $ 218,128      $ 138,723      $ 1,249      $ 26,452      $ 2,461,217   

Purchases

     554,604        1,386        99,728        —          —          655,718   

Repayments and sales

     (572,586     (6,413     (39,257     —          (139     (618,395

Accrual of interest

     —          —          13,292        —          —          13,292   

ESS received pursuant to a recapture agreement with PFSI

     —          —          7,342        —          —          7,342   

Interest rate lock commitments issued, net

     —          —          —          56,367        —          56,268   

Capitalization of interest

     65,050        1,800        —          —          —          66,850   

Servicing received as proceeds from sales of mortgage loans

     —          —          —          —          47,693        47,693   

Changes in fair value included in income arising from:

            

Changes in instrument-specific credit risk

     34,785        1,815        —              36,600   

Other factors

     179,896        (1,012     (28,662     17,326        (16,648     151,221   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  214,681      803      (28,662   17,326      (16,648   187,500   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transfers of mortgage loans under forward purchase agreements to mortgage loans

  205,902      (205,902   —        —        —        —     

Transfers of mortgage loans to REO

  (344,733   —        —        —        —        (344,733

Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements

  —        (9,802   —        —        —        (9,802

Transfers of interest rate lock commitments to mortgage loans acquired for sale

  —        —        —        (69,281   —        (69,503
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2014

$ 2,199,583    $ —      $ 191,166    $ 5,661    $ 57,358    $ 2,453,768   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Changes in fair value recognized during the period relating to assets still held at December 31, 2014

$ 134,724    $ —      $ (28,662 $ 5,661    $ (16,648 $ 95,075   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) For the purpose of this table, the interest rate lock asset and liability positions are shown net.

 

 

     December 31, 2013  
     Mortgage
loans
at fair value
    Agency
Debt
    Mortgage
loans
under

forward
purchase

agreements
    Excess
servicing
spread
    Net interest
rate lock
commitments (1)
    Mortgage
servicing
rights
     Total  
                 
                 
     (in thousands)  

Assets:

               

Balance, December 31, 2012

   $ 1,189,971      $ —        $ —        $ —        $ 19,479      $ 1,346       $ 1,210,796   

Purchases

     1,063,162        12,000        246,525        139,028        —          1,419         1,462,134   

Repayments and sales

     (255,210     (13,725     (15,319     (4,076     —          —           (288,330

Accrual of interest

     —          —          —          1,348        —          —           1,348   

Interest rate lock commitments issued, net

     —          —          —          —          83,515        —           83,515   

Capitalization of interest

     43,481        —          —          —          —          —           43,481   

Servicing received as proceeds from sales of mortgage loans

     —          —          —          —          —          23,071         23,071   

Changes in fair value included in income arising from:

               

Changes in instrument-specific credit risk

     44,018        —          2,305        —               46,323   

Other factors

     153,639        1,725        9,415        2,423        (26,674     616         141,144   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
     197,657        1,725        11,720        2,423        (26,674     616         187,467   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Transfers of mortgage loans under forward purchase agreements to mortgage loans

     15,347        —          (15,347     —               —     

Transfers of mortgage loans to REO

     (177,743     —          —          —               (177,743

Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements

     —          —          (9,451     —               (9,451

Transfers of interest rate lock commitments to mortgage loans acquired for sale

     —          —          —          —          (75,071     —           (75,071
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance, December 31, 2013

   $ 2,076,665      $ —        $ 218,128      $ 138,723      $ 1,249      $ 26,452       $ 2,461,217   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Changes in fair value recognized during the period relating to assets still held at December 31, 2013

   $ 132,339      $ 1,725      $ 7,244      $ 2,423      $ 1,249      $ 616       $ 145,596   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

     December 31, 2012  
     Mortgage
Loans

at fair value
    Mortgage
loans

under
forward
purchase
agreements
    Mortgage-
backed
securities
    Interest
rate lock
commitments
    Mortgage
servicing
rights
    Total  
     (in thousands)  

Assets:

            

Balance, December 31, 2011

   $ 696,266      $ 129,310      $ 72,813      $ 5,772      $ 749      $ 904,910   

Purchases

     541,696        1,075        —          —          20        542,791   

Repayments

     (169,877     (14,292     (21,888     —          —          (206,057

Interest rate lock commitments issued, net

     —          —          —          212,555        —          212,555   

Capitalization of interest

     19,745        —          —          —          —          19,745   

Sales

     —          —          (52,133     —          (79     (52,212

Accrual of unearned discounts

     —          —          363        —          —          363   

Servicing received as proceeds from sales of mortgage loans

     —          —          —          —          1,508        1,508   

Changes in fair value included in income arising from:

               —     

Changes in instrument-specific credit risk

     24,878        —          —          —          (708     24,170   

Other factors

     68,772        9,293        845        —          (144     78,766   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     93,650        9,293        845        —          (852     102,936   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transfer of mortgage loans under forward purchase agreements to mortgage loans

     117,913        (117,913     —          —          —          —     

Transfer of mortgage loans to REO

     (109,440     —          —          —          —          (109,440

Transfer of mortgage loans under forward purchase agreements to REO under forward purchase agreements

     —          (7,473     —          —          —          (7,473

Transfer to mortgage loans acquired for sale

     18        —          —          —          —          18   

Transfers of interest rate lock commitments to mortgage loans acquired for sale

     —          —          —          (198,848     —          (198,848
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2012

   $ 1,189,971      $ —        $ —        $ 19,479      $ 1,346      $ 1,210,796   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Changes in fair value recognized during the year relating to assets still held at December 31, 2012

   $ 51,022      $ —        $ —        $ 19,479      $ (852   $ 69,649   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Securities sold under
agreements to
repurchase
 
     (in thousands)  

Liabilities:

  

Balance, December 31, 2011

   $ 115,493   

Changes in fair value included in income

  

Sales

     752,343   

Repurchases

     (867,836
  

 

 

 

Balance, December 31, 2012

   $ —     
  

 

 

 

Changes in fair value recognized during the year relating to liabilities still outstanding at December 31, 2012

   $ —     
  

 

 

 

 

Following are the fair values and related principal amounts due upon maturity of mortgage loans accounted for under the fair value option (including mortgage loans acquired for sale, mortgage loans at fair value, mortgage loans held in a VIE and mortgage loans under forward purchase agreements at fair value):

 

     December 31, 2014  
     Fair value      Principal
amount due
upon maturity
     Difference  
     (in thousands)  

Mortgage loans acquired for sale:

        

Current through 89 days delinquent

   $ 637,518       $ 610,372       $ 27,146   

90 or more days delinquent (1)

        

Not in foreclosure

     204         255         (51

In foreclosure

     —           —           —     
  

 

 

    

 

 

    

 

 

 
  204      255      (51
  

 

 

    

 

 

    

 

 

 
  637,722      610,627      27,095   
  

 

 

    

 

 

    

 

 

 

Mortgage loans at fair value:

Current through 89 days delinquent

  1,191,635      1,452,885      (261,250

90 or more days delinquent (1)

Not in foreclosure

  608,144      875,214      (267,070

In foreclosure

  927,173      1,371,371      (444,198
  

 

 

    

 

 

    

 

 

 
  1,535,317      2,246,585      (711,268
  

 

 

    

 

 

    

 

 

 
  2,726,952      3,699,470      (972,518
  

 

 

    

 

 

    

 

 

 
$ 3,364,674    $ 4,310,097    $ (945,423
  

 

 

    

 

 

    

 

 

 

 

     December 31, 2013  
     Fair value      Principal
amount due
upon maturity
     Difference  
     (in thousands)  

Mortgage loans acquired for sale:

        

Current through 89 days delinquent

   $ 457,968       $ 447,224       $ 10,744   

90 or more days delinquent (1)

        

Not in foreclosure

     169         162         7   

In foreclosure

     —           —           —     
  

 

 

    

 

 

    

 

 

 
  169      162      7   
  

 

 

    

 

 

    

 

 

 
  458,137      447,386      10,751   
  

 

 

    

 

 

    

 

 

 

Mortgage loans and mortgage loans under forward purchase agreements at fair value:

Current through 89 days delinquent

  1,170,918      1,506,176      (335,258

90 or more days delinquent (1)

Not in foreclosure

  738,043      1,190,403      (452,360

In foreclosure

  909,484      1,493,643      (584,159
  

 

 

    

 

 

    

 

 

 
  1,647,527      2,684,047      (1,036,520
  

 

 

    

 

 

    

 

 

 
  2,818,445      4,190,222      (1,371,777
  

 

 

    

 

 

    

 

 

 
$ 3,276,582    $ 4,637,608    $ (1,361,026
  

 

 

    

 

 

    

 

 

 

 

(1) Loans delinquent 90 or more days are placed on nonaccrual status and previously accrued interest is reversed.

Following are the changes in fair value included in current period income by consolidated statement of income line item for financial statement items accounted for under the fair value option:

 

     Year ended December 31, 2014  
     Net gain on
    mortgage    
loans
acquired for
sale
    Net
    interest    
income
    Net gain
on
    investments    
    Net loan
    servicing    
fees
    Total  
     (in thousands)  

Assets:

          

Short-term investments

   $ —        $ —        $ —        $ —        $ —     

Mortgage-backed securities at fair value

     —          357        10,416        —          10,773   

Mortgage loans acquired for sale at fair value

     100,213        —          —          —          100,213   

Mortgage loans at fair value

     —          1,848        242,449        —          244,297   

Mortgage loans under forward purchase

             —     

agreements at fair value

     —          —          803        —          803   

Excess servicing spread at fair value

     —          —          (20,834     —          (20,834

Mortgage servicing rights at fair value

     —          —          —          (16,648     (16,648
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ 100,213    $ 2,205    $ 232,834    $ (16,648 $ 318,604   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Asset-backed secured financing at fair value

$ —      $ (617 $ (8,459 $ —      $ (9,076
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ —      $ (617 $ (8,459 $ —      $ (9,076
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Year ended December 31, 2013  
     Net gain on
    mortgage    
loans
acquired for
sale
    Net
    interest    
income
    Net gain
on
    investments    
    Net loan
    servicing    
fees
    Total  
     (in thousands)  

Assets:

          

Short-term investments

   $ —        $ —        $ —        $ —        $ —     

Mortgage-backed securities at fair value

     —          46        (3,946     —          (3,900

Mortgage loans acquired for sale at fair value

     (30,696     —          —          —          (30,696

Mortgage loans at fair value

     —          232        191,356        —          191,588   

Agency debt securities

     —          —          1,725        —          1,725   

Mortgage loans under forward purchase agreements at fair value

     —          —          11,720        —          11,720   

Excess servicing spread at fair value

     —          —          2,423        —          2,423   

Mortgage servicing rights at fair value

     —          —          —          616        616   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ (30,696 $ 278    $ 203,278    $ 616    $ 173,476   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Asset-backed secured financing at fair value

$ —      $ (92 $ 2,279    $ —      $ 2,187   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ —      $ (92 $ 2,279    $ —      $ 2,187   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Year ended December 31, 2012  
     Net gain on
    mortgage    
loans
acquired for
sale
     Net
    interest    
income
     Net gain
on
    investments    
     Net loan
    servicing    
fees
    Total  
     (in thousands)  

Assets:

             

Short-term investments

   $ —         $ —         $ —         $ —        $ —     

Mortgage-backed securities at fair value

     —           142         2,925         —          3,067   

Mortgage loans acquired for sale at fair value

     188,055         —           —           —          188,055   

Mortgage loans at fair value

     —           —           95,615         —          95,615   

Agency debt securities

     —           —           —           —          —     

Mortgage loans under forward purchase agreements at fair value

     —           —           9,687         —          9,687   

Excess servicing spread at fair value

     —           —           —           —          —     

Mortgage servicing rights at fair value

     —           —           —           (852     (852
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ 188,055       $ 142       $ 108,227       $ (852   $ 295,572   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Liabilities:

             

Asset-backed secured financing at fair value

   $ —         $ —         $ —         $ —        $ —     
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ —         $ —         $ —         $ —        $ —     
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Financial Statement Items Measured at Fair Value on a Nonrecurring Basis

Following is a summary of financial statement items that are measured at fair value on a nonrecurring basis:

 

     December 31, 2014  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Real estate asset acquired in settlement of loans

   $ —         $ —         $ 157,203       $ 157,203   

Mortgage servicing rights at lower of amortized cost or fair value

     —           —           91,990         91,990   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ —         $ —         $ 249,193       $ 249,193   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2013  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Real estate asset acquired in settlement of loans

   $ —         $ —         $ 63,043       $ 63,043   

Real estate asset acquired in settlement of loans under forward purchase agreements

     —           —           7,760         7,760   

Mortgage servicing rights at lower of amortized cost or fair value

     —           —           184,067         184,067   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ —         $ —         $ 254,870       $ 254,870   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

The following table summarizes the total gains (losses) recognized during the year on assets measured at fair values on a nonrecurring basis held at year-end:

 

     Year ended December 31,  
     2014      2013  
     (in thousands)  

Real estate asset acquired in settlement of loans

   $ (24,896    $ (11,856

Real estate asset acquired in settlement of loans under forward purchase agreements

   $ —         $ (86

Mortgage servicing rights at lower of amortized cost or fair value

     (5,138      4,970   
  

 

 

    

 

 

 
$ (30,034 $ (6,972
  

 

 

    

 

 

 

Real Estate Acquired in Settlement of Loans

The Company measures its investment in REO at the respective properties’ fair values less cost to sell on a nonrecurring basis. The initial carrying value of the REO is measured by cost as indicated by the purchase price in the case of purchased REO or as measured by the fair value of the mortgage loan immediately before acquisition in the case of acquisition in settlement of a loan. REO may be subsequently revalued due to the Company receiving greater access to the property, the property being held for an extended period or receiving indications that the property’s value may not be supported by developing market conditions. Any subsequent change in fair value to a level that is less than or equal to the property’s cost is recognized in Results of real estate acquired in settlement of loans in the consolidated statements of income.

Mortgage Servicing Rights at Lower of Amortized Cost or Fair Value

The Company evaluates its MSRs at lower of amortized cost or fair value for impairment with reference to the assets’ fair value. For purposes of performing its MSR impairment evaluation, the Company stratifies its MSRs at lower of amortized cost or fair value based on the interest rates borne by the mortgage loans underlying the MSRs. Mortgage loans are grouped into pools with 50 basis point interest rate ranges for fixed-rate mortgage loans with interest rates between 3% and 4.5% and a single pool for mortgage loans with interest rates below 3%. MSRs relating to adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool. If the fair value of MSRs in any of the interest rate pools is below the amortized cost of the MSRs reduced by the existing valuation allowance for that pool, those MSRs are impaired.

When MSRs are impaired, the impairment is recognized in current-period income and the carrying value of the MSRs is adjusted using a valuation allowance. If the fair value of the MSRs subsequently increases, the increase in fair value is recognized in current period income only to the extent of the valuation allowance for the respective impairment stratum.

The Manager periodically reviews the various impairment strata to determine whether the fair value of the impaired MSRs in a given stratum is likely to recover. When the Manager deems recovery of value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for that stratum to its estimated recoverable value is charged to the valuation allowance.

Fair Value of Financial Instruments Carried at Amortized Cost

The Company’s cash balances as well as certain of its borrowings are carried at amortized cost. The Manager has concluded that the fair values of Cash, Assets sold under agreements to repurchase, and Borrowings under forward purchase agreements approximate the agreements’ carrying values due to the immediate realizability of Cash at its carrying amount and to the borrowing agreements’ short terms and variable interest rates.

Cash is measured using Level 1 inputs. The Company’s Assets sold under agreements to repurchase and Borrowings under forward purchase agreements are carried at amortized cost. The Company has classified these financial instruments as “Level 3” financial statement items as of December 31, 2014 due to the lack of current market activity and the Company’s reliance on unobservable inputs to estimate these instruments’ fair values.

The Notes are carried at amortized cost. The fair value of the Notes at December 31, 2014 and 2013 was $239.0 million and $238.4 million, respectively. The fair value of the Notes is estimated using a broker indication of value. The Company has classified the Notes as “Level 3” financial statement items as of December 31, 2014 due to the lack of current market activity and use of a broker’s indication of value to estimate the instrument’s fair values.

 

Valuation Techniques and Assumptions

Most of the Company’s assets and a portion of its liabilities are carried at fair value with changes in fair value recognized in current period income. A substantial portion of those items are “Level 3” financial statement items which require the use of significant unobservable inputs in the estimation of the assets’ and liabilities’ values. Unobservable inputs reflect the Company’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.

The FAV group reports to PCM’s valuation committee, which oversees and approves the valuations. The valuation committee includes the chief executive, financial, operating, credit, and asset/liability management officers of PFSI. The FAV group monitors the models used for valuation of the Company’s “Level 3” financial statement items, including the models’ performance versus actual results and reports those results to PCM’s valuation committee. The results developed in the FAV group’s monitoring activities are used to calibrate subsequent projections used for valuation.

The FAV group is responsible for reporting to PCM’s valuation committee on a monthly basis on the changes in the valuation of the Level 3 assets and liabilities it values, including major factors affecting the valuation and any changes in model methods and assumptions. To assess the reasonableness of its valuations, the FAV group presents an analysis of the effect on the valuation of each of the changes to the significant inputs to the valuation models.

The following describes the valuation techniques and assumptions used in estimating the fair values of Level 2 and Level 3 financial statement items:

Mortgage-Backed Securities

The Company’s MBS securities include Agency and senior non-agency MBS. Agency MBS and senior non-agency MBS are categorized as “Level 2” financial statement items. Fair value of Agency and senior non-Agency MBS is estimated based on quoted market prices for the Company’s MBS or similar securities.

Mortgage Loans

Fair value of mortgage loans is estimated based on whether the mortgage loans are saleable into active markets:

 

    Mortgage loans that are saleable into active markets, comprised of the Company’s mortgage loans acquired for sale at fair value and mortgage loans at fair value held in a VIE, are categorized as “Level 2” financial statement items. The fair values of mortgage loans acquired for sale at fair value are estimated using their quoted market or contracted price or market price equivalent. For the mortgage loans at fair value held in a VIE, the fair values of all of the individual securities issued by the securitization trust are used to derive a fair value for the mortgage loans.

 

    Loans that are not saleable into active markets, comprised of the Company’s mortgage loans at fair value held outside the VIE and mortgage loans under forward purchase agreements at fair value, are categorized as “Level 3” financial statement items and their fair values are estimated using a discounted cash flow approach. Inputs to the discounted cash flow model include current interest rates, loan amount, payment status, property type or contracted selling price, discount rates and forecasts of future interest rates, home prices, prepayment speeds, default speeds and loss severities.

The valuation process includes the computation by stratum of the loans’ fair values and a review for reasonableness of various measures such as weighted average life, projected prepayment and default speeds, and projected default and loss percentages. The FAV group computes the effect on the valuation of changes in input variables such as interest rates, home prices, and delinquency status to assess the reasonableness of changes in the loan valuation. The results of the estimates of fair value of “Level 3” mortgage loans are reported to PCM’s valuation committee as part of its review and approval of monthly valuation results.

Changes in fair value attributable to changes in instrument-specific credit risk are measured by the effect on fair value of the change in the respective loan’s delinquency status at period-end from the later of the beginning of the period or acquisition date.

The significant unobservable inputs used in the fair value measurement of the Company’s mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value are discount rate, home price projections, voluntary prepayment speeds and default speeds. Significant changes in any of those inputs in isolation could result in a significant change to the loans’ fair value measurement. Increases in home price projections are generally accompanied by an increase in voluntary prepayment speeds.

 

Following is a quantitative summary of key inputs used in the valuation of mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value:

 

Key inputs

   December 31, 2014    December 31, 2013

Mortgage loans at fair value

     

Discount rate

     

Range

   2.3% – 15.0%    8.7% – 16.9%

Weighted average

   7.7%    12.7%

Twelve-month projected housing price index change

     

Range

   4.0% – 5.3%    2.5% – 4.3%

Weighted average

   4.8%    3.7%

Prepayment speed (1)

     

Range

   0.0% – 6.5%    0.0% – 3.9%

Weighted average

   3.1%    2.0%

Total prepayment speed (2)

     

Range

   0.0% – 27.9%    0.3% – 33.9%

Weighted average

   21.6%    24.3%

Mortgage loans under forward purchase agreements

     

Discount rate

     

Range

   —      9.5% – 13.5%

Weighted average

   —      11.9%

Twelve-month projected housing price index change

     

Range

   —      3.3% – 4.2%

Weighted average

   —      3.8%

Prepayment speed (1)

     

Range

   —      1.1% – 2.9%

Weighted average

   —      2.2%

Total prepayment speed (2)

     

Range

   —      13.4% – 27.9%

Weighted average

   —      22.8%

 

(1) Prepayment speed is measured using Life Voluntary Conditional Prepayment Rate (“CPR”).
(2) Total prepayment speed is measured using Life Total CPR.

Excess Servicing Spread Purchased from PennyMac Financial Services, Inc.

The Company categorizes ESS as a “Level 3” financial statement item. The Company uses a discounted cash flow approach to estimate the fair value of ESS. The key inputs used in the estimation of the fair value of ESS include prepayment speed and discount rate. Significant changes to those inputs in isolation may result in a significant change in the ESS fair value measurement. Changes in these key inputs are not necessarily directly related.

ESS is generally subject to loss in fair value when interest rates decrease. Decreasing mortgage rates normally encourage increased mortgage refinancing activity. Increased refinancing activity reduces the life of the loans underlying the ESS, thereby reducing the fair value of ESS. Reductions in the fair value of ESS affect income primarily through change in fair value.

Interest income for ESS is accrued using the interest method, based upon the expected yield from the ESS through the expected life of the underlying mortgages. Changes to expected interest yield result in a change in fair value which is recorded in Interest income. Changes in expected cash flows result in a change to fair value that is recognized in Net gain (loss) on investments.

 

Following are the key inputs used in determining the fair value of ESS:

 

Key inputs

   December 31, 2014    December 31, 2013

Unpaid principal balance of underlying mortgage loans (in thousands)

   $28,227,340    $20,512,659

Average servicing fee rate (in basis points)

   31    32

Average ESS rate (in basis points)

   16    16

Pricing spread (1)

     

Range

   1.7% – 12.0%    2.8% – 14.4%

Weighted average

   5.3%    5.4%

Life (in years)

     

Range

   0.4 – 7.3    0.9 – 8.0

Weighted average

   5.8    6.1

Annual total prepayment speed (2)

     

Range

   7.6% – 74.6%    7.7% – 48.6%

Weighted average

   11.2%    9.7%

 

(1) Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar London Interbank Offered Rate (“LIBOR”) curve for purposes of discounting cash flows relating to ESS.
(2) Prepayment speed is measured using Life Total CPR.

Derivative Financial Instruments

The Company estimates the fair value of IRLCs based on quoted Agency MBS prices, its estimate of the fair value of the MSRs it expects to receive in the sale of the loans and the probability that the mortgage loan will be purchased as a percentage of the commitments it has made (the “pull-through rate”). The Company categorizes IRLCs as a “Level 3” financial statement item.

The significant unobservable inputs used in the fair value measurement of the Company’s IRLCs are the pull-through rate and the MSR component of the Company’s estimate of the value of the mortgage loans it has committed to purchase. Significant changes in the pull-through rate and the MSR component of the IRLCs, in isolation, may result in a significant change in fair value. The financial effects of changes in these assumptions are generally inversely correlated as increasing interest rates have a positive effect on the fair value of the MSR component of IRLC value, but increase the pull-through rate for loans that have decreased in fair value.

Following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs:

 

Key inputs

   December 31, 2014    December 31, 2013

Pull-through rate

     

Range

   65.0% – 98.0%    64.8% – 98.0%

Weighted average

   94.9%    86.4%

MSR value expressed as:

     

Servicing fee multiple

     

Range

   0.7 – 5.2    1.4 – 5.1

Weighted average

   4.3    4.1

Percentage of unpaid principal balance

     

Range

   0.2% – 1.3%    0.4% – 1.3%

Weighted average

   1.1%    1.0%

 

The Company estimates the fair value of commitments to sell loans based on quoted MBS prices. The Company estimates the fair value of the interest rate options and futures it purchases and sells based on observed interest rate volatilities in the MBS market.

Real Estate Acquired in Settlement of Loans

REO is measured based on its fair value on a nonrecurring basis and is categorized as a “Level 3” financial statement item. Fair value of REO is established by using a current estimate of value from a broker’s price opinion or a full appraisal, or the price given in a current contract of sale.

REO values are reviewed by the Manager’s staff appraisers when the Company obtains multiple indications of value and there is a significant difference between the values received. PCM’s staff appraisers will attempt to resolve the difference between the indications of value. In circumstances where the appraisers are not able to generate adequate data to support a value conclusion, the staff appraisers will order an additional appraisal to determine the value.

Mortgage Servicing Rights

MSRs are categorized as “Level 3” financial statement items. The Company uses a discounted cash flow approach to estimate the fair value of MSRs. The key inputs used in the Company’s discounted cash flow model are based on market factors which the Manager believes are consistent with inputs and data used by market participants valuing similar MSRs. The key inputs used in the estimation of the fair value of MSRs include prepayment and default rates of the underlying loans, the applicable pricing spread or discount rate, and annual per-loan cost to service mortgage loans, all of which are unobservable. Significant changes to any of those inputs in isolation could result in a significant change in the MSR fair value measurement. Changes in these key inputs are not necessarily directly related. The results of the estimates of fair value of MSRs are reported to PCM’s valuation committee as part of their review and approval of monthly valuation results.

MSRs are generally subject to loss in fair value when mortgage interest rates decrease. Decreasing mortgage interest rates normally encourage increased mortgage refinancing activity. Increased refinancing activity reduces the life of the loans underlying the MSRs, thereby reducing MSR fair value. Reductions in the fair value of MSRs affect income primarily through change in fair value and impairment charges. For MSRs backed by mortgage loans with historically low interest rates, factors other than interest rates (such as housing price changes) take on increasing influence on prepayment behavior of the underlying mortgage loans.

 

Following are the key inputs used in determining the fair value of MSRs at the time of initial recognition:

 

     Year ended December 31,
     2014    2013    2012

Key inputs

   Amortized cost    Fair value    Amortized cost    Fair value    Amortized cost    Fair value
     (MSR recognized and unpaid principal balance of underlying loan amounts in thousands)

MSR recognized

   $73,640    $47,693    $159,961    $23,071    $133,159    $1,508

Unpaid principal balance of underlying mortgage loans

   $6,800,637    $4,573,369    $13,343,793    $2,148,185    $12,254,751    $161,153

Weighted-average annual servicing fee rate (in basis points)

   25    25    26    26    26    26

Pricing spread (1)

                 

Range

   6.3% – 17.5%    8.5% – 14.3%    5.4% – 17.5%    7.4% – 14.4%    7.5% – 22.8%    7.5% – 16.5%

Weighted average

   8.6%    9.1%    6.7%    8.2%    7.5%    7.9%

Life (in years)

                 

Range

   1.1 – 7.3    1.6 – 7.3    1.3 – 7.3    2.7 – 7.3    1.9 – 7.0    2.4 – 7.0

Weighted average

   6.4    7.1    6.4    6.9    6.4    6.1

Annual total prepayment speed (2)

                 

Range

   7.6% – 56.4%    8.0% – 42.7%    7.6% – 51.8%    7.9% – 27.0%    6.7% – 45.0%    7.9% – 51.5%

Weighted average

   9.6%    9.7%    9.1%    10.0%    9.1%    12.7%

Annual per-loan cost of servicing

                 

Range

   $59 – $140    $59 – $140    $68 – $140    $68 – $68    $68 – $140    $68 – $140

Weighted average

   $69    $68    $68    $68    $68    $74

 

(1) Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans.
(2) Prepayment speed is measured using Life Total CPR.

 

Following is a quantitative summary of key inputs used in the valuation of MSRs as of the dates presented, and the effect on the fair value from adverse changes in those assumptions (weighted averages are based upon unpaid principal balance or fair value where applicable):

 

     December 31, 2014    December 31, 2013
     Amortized cost    Fair value    Amortized cost    Fair value
     (Carrying value, unpaid principal balance and effect on fair value amounts in
thousands)

Carrying value

   $300,422    $57,358    $264,120    $26,452

Key inputs:

           

Unpaid principal balance of underlying mortgage loans

   $28,006,797    $6,278,676    $23,399,612    $2,393,321

Weighted-average annual servicing fee rate (in basis points)

   26    25    26    26

Weighted-average note interest rate

   3.80%    4.78%    3.68%    4.78%

Pricing spread (1)(2)

           

Range

   6.3% – 17.5%    8.1% – 16.3%    6.3% – 17.5%    7.3% – 15.3%

Weighted average

   7.9%    10.3%    6.7%    8.6%

Effect on fair value of a:

           

5% adverse change

   $(5,801)    $(937)    $(5,490)    $(488)

10% adverse change

   $(11,410)    $(1,845)    $(10,791)    $(959)

20% adverse change

   $(22,086)    $(3,577)    $(20,861)    $(1,855)

Weighted average life (in years)

           

Range

   1.8 – 7.2    1.8 – 7.2    1.3 – 7.3    2.8 – 7.3

Weighted average

   6.4    6.7    6.7    7.2

Prepayment speed (1)(3)

           

Range

   7.8% – 47.9%    8.0% – 39.6%    7.7% – 51.9%    8.0% – 20.0%

Weighted average

   8.8%    11.4%    8.2%    8.9%

Effect on fair value of a:

           

5% adverse change

   $(6,166)    $(1,430)    $(5,467)    $(568)

10% adverse change

   $(12,138)    $(2,803)    $(10,765)    $(1,117)

20% adverse change

   $(23,532)    $(5,394)    $(20,886)    $(2,160)

Annual per-loan cost of servicing (1)

           

Range

   $62 – $134    $62 – $134    $68 – $140    $68 – $140

Weighted average

   $62    $62    $68    $68

Effect on fair value of a:

           

5% adverse change

   $(1,807)    $(334)    $(1,695)    $(158)

10% adverse change

   $(3,614)    $(668)    $(3,390)    $(316)

20% adverse change

   $(7,228)    $(1,337)    $(6,780)    $(633)

 

(1) The effect on value of an adverse change in one of the above-mentioned key inputs may result in recognition of MSR impairment. The extent of impairment recognized will depend on the relationship of fair value to the carrying value of MSRs.
(2) Pricing spread represents a margin that is added to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs acquired as proceeds from the sale of mortgage loans and purchased MSRs not backed by pools of distressed mortgage loans.
(3) Prepayment speed is measured using Life Total CPR.

 

The preceding sensitivity analyses are limited in that they were performed at a particular point in time; only contemplate the movements in the indicated inputs; do not incorporate changes in the inputs in relation to other inputs; are subject to the accuracy of various models and inputs used; and do not incorporate other factors that would affect the Company’s overall financial performance in such scenarios, including operational adjustments made by the Manager to account for changing circumstances. For these reasons, the preceding estimates should not be viewed as earnings forecasts.

Securities Sold Under Agreements to Repurchase

Fair value of securities sold under agreements to repurchase is based on the accrued cost of the agreements, which approximates the agreements’ fair values, due to the agreements’ short maturities.

XML 144 R150.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes - Schedule of Tax Characterization of Distributions (Detail)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]      
Ordinary income 86.00%pmt_PercentageOfOrdinaryIncome 83.00%pmt_PercentageOfOrdinaryIncome 83.00%pmt_PercentageOfOrdinaryIncome
Long term capital gain 14.00%pmt_PercentageOfDistributionsCharacterizedAsLongTermCapitalGain 17.00%pmt_PercentageOfDistributionsCharacterizedAsLongTermCapitalGain 0.00%pmt_PercentageOfDistributionsCharacterizedAsLongTermCapitalGain
Return of capital 0.00%pmt_PercentageOfReturnOfCapital 0.00%pmt_PercentageOfReturnOfCapital 17.00%pmt_PercentageOfReturnOfCapital
XML 145 R60.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Loan Servicing Fees (Tables)
12 Months Ended
Dec. 31, 2014
Summary of Net Loan Servicing Fees

Net loan servicing fees is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Servicing fees (1)

   $ 80,008       $ 54,725       $ 10,982   

MSR recapture fee receivable from PFSI

     9         709         —     

Effect of MSRs:

        

Carried at lower of amortized cost or fair value

        

Amortization

     (31,911      (26,241      (5,460

(Provision for) reversal of impairment

     (5,138      4,970         (7,547

Gain on sale

     46         —           —     

Carried at fair value - change in fair value

     (16,648      616         (852

Gains (losses) on hedging derivatives

     11,527         (1,988      2,123   
  

 

 

    

 

 

    

 

 

 
  (42,124   (22,643   (11,736
  

 

 

    

 

 

    

 

 

 

Net loan servicing fees

$ 37,893    $ 32,791    $ (754
  

 

 

    

 

 

    

 

 

 

Average servicing portfolio

$ 29,709,898    $ 20,670,861    $ 3,667,941   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes contractually specified servicing and ancillary fees.
Mortgage service rights [Member]  
Summary of Net Loan Servicing Fees

Servicing fees relating to MSRs are recorded in Net loan servicing fees on the consolidated statements of income and are summarized below:

 

     Year ending December 31,  
     2014      2013      2012  
     (in thousands)  

Contractually-specified servicing fees

   $ 76,300       $ 50,716       $ 9,969   
  

 

 

    

 

 

    

 

 

 
XML 146 R154.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes - Components of Income Taxes Payable (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]    
Taxes currently receivable $ 1,428us-gaap_IncomeTaxesReceivable $ 8,446us-gaap_IncomeTaxesReceivable
Deferred income taxes payable (52,845)pmt_DeferredIncomeTaxesAndTaxesPayable (68,381)pmt_DeferredIncomeTaxesAndTaxesPayable
Income taxes payable $ (51,417)us-gaap_AccruedIncomeTaxes $ (59,935)us-gaap_AccruedIncomeTaxes
XML 147 R110.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Key Assumptions Used in Determining Fair Value of MSRs at Time of Initial Recognition (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized cost, MSR recognized $ 73,640us-gaap_ServicingAssetAtAmortizedValueAdditions $ 159,961us-gaap_ServicingAssetAtAmortizedValueAdditions $ 133,159us-gaap_ServicingAssetAtAmortizedValueAdditions
Amortized cost, Unpaid principal balance of underlying mortgage loans 6,800,637pmt_AmortizedCostUnpaidPrincipalBalanceOfUnderlyingLoans 13,343,793pmt_AmortizedCostUnpaidPrincipalBalanceOfUnderlyingLoans 12,254,751pmt_AmortizedCostUnpaidPrincipalBalanceOfUnderlyingLoans
Amortized cost, Weighted-average annual servicing fee rate (in basis points) 0.25%pmt_PercentageOfAmortizedCost 0.26%pmt_PercentageOfAmortizedCost 0.26%pmt_PercentageOfAmortizedCost
Fair value, MSR recognized 47,693pmt_ServicingAssetAtFairValueAdditionsFromLoanSales 23,071pmt_ServicingAssetAtFairValueAdditionsFromLoanSales 1,508pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
Fair value, Unpaid principal balance of underlying mortgage loans 4,573,369pmt_FairValueUnpaidPrincipalBalanceOfUnderlyingLoans 2,148,185pmt_FairValueUnpaidPrincipalBalanceOfUnderlyingLoans 161,153pmt_FairValueUnpaidPrincipalBalanceOfUnderlyingLoans
Fair value, Weighted-average annual servicing fee rate (in basis points) 0.25%pmt_ServicesFeeAnnualRate 0.26%pmt_ServicesFeeAnnualRate 0.26%pmt_ServicesFeeAnnualRate
Minimum [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized cost, Pricing spread during period 6.30%pmt_AmortizedCostPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
5.40%pmt_AmortizedCostPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.50%pmt_AmortizedCostPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Amortized cost, Life (in years) 1 year 1 month 6 days 1 year 3 months 18 days 1 year 10 months 24 days
Amortized cost, Annual prepayment speed during period 7.60%pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.60%pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
6.70%pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Amortized cost, Annual per loan cost of servicing during period 59pmt_AmortizedCostAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
68pmt_AmortizedCostAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
68pmt_AmortizedCostAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Fair value inputs, Pricing spread during period 8.50%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.40%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.50%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Fair value inputs, Weighted average life during period 1 year 7 months 6 days 2 years 8 months 12 days 2 years 4 months 24 days
Fair value inputs, Annual prepayment speed during period 8.00%pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.90%pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
7.90%pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Fair value inputs, Annual per loan cost of servicing during period 59pmt_FairValueInputsAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
68pmt_FairValueInputsAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
68pmt_FairValueInputsAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Maximum [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized cost, Pricing spread during period 17.50%pmt_AmortizedCostPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
17.50%pmt_AmortizedCostPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
22.80%pmt_AmortizedCostPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Amortized cost, Life (in years) 7 years 3 months 18 days 7 years 3 months 18 days 7 years
Amortized cost, Annual prepayment speed during period 56.40%pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
51.80%pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
45.00%pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Amortized cost, Annual per loan cost of servicing during period 140pmt_AmortizedCostAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
140pmt_AmortizedCostAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
140pmt_AmortizedCostAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Fair value inputs, Pricing spread during period 14.30%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
14.40%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
16.50%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Fair value inputs, Weighted average life during period 7 years 3 months 18 days 7 years 3 months 18 days 7 years
Fair value inputs, Annual prepayment speed during period 42.70%pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
27.00%pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
51.50%pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Fair value inputs, Annual per loan cost of servicing during period 140pmt_FairValueInputsAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
68pmt_FairValueInputsAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
140pmt_FairValueInputsAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Weighted average [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized cost, Pricing spread during period 8.60%pmt_AmortizedCostPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
6.70%pmt_AmortizedCostPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
7.50%pmt_AmortizedCostPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Amortized cost, Life (in years) 6 years 4 months 24 days 6 years 4 months 24 days 6 years 4 months 24 days
Amortized cost, Annual prepayment speed during period 9.60%pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
9.10%pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
9.10%pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Amortized cost, Annual per loan cost of servicing during period 69pmt_AmortizedCostAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
68pmt_AmortizedCostAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
68pmt_AmortizedCostAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Fair value inputs, Pricing spread during period 9.10%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
8.20%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
7.90%pmt_FairValueInputsPricingSpreadDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Fair value inputs, Weighted average life during period 7 years 1 month 6 days 6 years 10 months 24 days 6 years 1 month 6 days
Fair value inputs, Annual prepayment speed during period 9.70%pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
10.00%pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
12.70%pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Fair value inputs, Annual per loan cost of servicing during period $ 68pmt_FairValueInputsAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
$ 68pmt_FairValueInputsAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
$ 74pmt_FairValueInputsAnnualPerLoanCostOfServicingDuringPeriod
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
XML 148 R13.htm IDEA: XBRL DOCUMENT v2.4.1.9
Loan Sales and Variable Interest Entities
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Loan Sales and Variable Interest Entities

Note 6—Loan Sales and Variable Interest Entities

The Company is a variable interest holder in various special purpose entities that relate to its loan transfer and financing activities. These entities are classified as a VIE for accounting. The Company has segregated its involvement with VIEs between those VIEs which the Company does not consolidate and those VIEs which the Company consolidates.

 

Unconsolidated VIEs with Continuing Involvement

The following table summarizes cash flows between the Company and transferees in transfers that are accounted for as sales where PMT maintains continuing involvement with the mortgage loans, as well as unpaid principal balance information at year end:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash flows:

        

Proceeds from sales

   $ 11,703,015       $ 15,818,582       $ 12,834,002   

Servicing fees received (1)

   $ 70,294       $ 51,712       $ 10,871   

Period end information:

        

Unpaid principal balance of mortgage loans outstanding

   $ 34,161,360       $ 25,792,933       $ 12,168,740   

Unpaid principal balance of delinquent mortgage loans:

        

30-89 days delinquent

   $ 110,176       $ 68,156       $ 45,021   

90 or more days delinquent

        

Not in foreclosure

     25,418         7,941         913   

In foreclosure or bankruptcy

     13,172         5,434         473   
  

 

 

    

 

 

    

 

 

 
  38,590      13,375      1,386   
  

 

 

    

 

 

    

 

 

 
$ 148,766    $ 81,531    $ 46,407   
  

 

 

    

 

 

    

 

 

 

 

(1) Net of guarantee fees

Consolidated VIE

On September 30, 2013, the Company completed a securitization transaction in which a wholly-owned VIE issued $537.0 million in certificates backed by fixed-rate prime jumbo mortgage loans of PMT Loan Trust 2013-J1, at a 3.9% weighted yield. The Company retained $366.8 million of those certificates. The Manager concluded that the Company is the primary beneficiary of the VIE and, as a result, the Company consolidates the VIE. Consolidation of the VIE results in the securitized mortgage loans remaining on the consolidated balance sheets of the Company and the certificates issued by the VIE to nonaffiliates being accounted for as secured financing. The certificates are secured solely by the assets of the VIE and not by any other assets of the Company. The assets of the VIE are the only source of repayment of the certificates.

XML 149 R14.htm IDEA: XBRL DOCUMENT v2.4.1.9
Netting of Financial Instruments
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Netting of Financial Instruments

Note 7—Netting of Financial Instruments

The Company uses derivative financial instruments to manage exposure to interest rate risk created by its MBS, IRLC, mortgage loans acquired for sale at fair value, mortgage loans at fair value, ESS and MSRs. All derivative financial instruments are recorded on the balance sheet at fair value. The Company has elected to net derivative asset and liability positions, and cash collateral obtained (or posted) by (or to) its counterparties when subject to a legally enforceable master netting arrangement. The derivative financial instruments that are not subject to master netting arrangements are IRLCs. As of December 31, 2014 and 2013, the Company did not enter into reverse repurchase agreements or securities lending transactions that are required to be disclosed in the following tables.

 

Offsetting of Derivative Assets

Following is a summary of net derivative assets. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements.

 

     December 31, 2014     December 31, 2013  
     Gross
amounts
of
recognized
assets
     Gross
amounts
offset
in the
consolidated
balance
sheet
    Net
amounts
of assets
presented
in the
consolidated
balance
sheet
    Gross
amounts
of
recognized
assets
     Gross
amounts
offset
in the
consolidated
balance
sheet
    Net
amounts
of assets
presented
in the
consolidated
balance
sheet
 
     (in thousands)  

Derivatives subject to master netting arrangements:

              

MBS put options

   $ 374       $ —        $ 374      $ 272       $ —        $ 272   

MBS call options

     —           —          —          —           —          —     

Forward purchase contracts

     3,775         —          3,775        1,229         —          1,229   

Forward sale contracts

     52         —          52        16,385         —          16,385   

Put options on interest rate futures

     193         —          193        566         —          566   

Call options on interest rate futures

     3,319         —          3,319        —           —          —     

Netting

     —           (2,284     (2,284     —           (12,986     (12,986
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
  7,713      (2,284   5,429      18,452      (12,986   5,466   

Derivatives not subject to master netting arrangements:

Interest rate lock commitments

  5,678      —        5,678      2,510      —        2,510   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
$ 13,391    $ (2,284 $ 11,107    $ 20,962    $ (12,986 $ 7,976   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

Derivative Assets and Collateral Held by Counterparty

The following table summarizes by significant counterparty the amount of derivative asset positions after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting.

 

     December 31, 2014      December 31, 2013  
            Gross amounts
not offset in the
consolidated
balance sheet
                   Gross amounts
not offset in the
consolidated
balance sheet
        
     Net amount of
assets presented
in the consolidated
balance sheet
     Financial
instruments
     Cash
collateral
received
     Net
amount
     Net amount
of assets presented
in the consolidated
balance sheet
     Financial
instruments
     Cash
collateral
received
     Net
amount
 
     (in thousands)  

Interest rate lock commitments

   $ 5,678       $ —         $ —         $ 5,678       $ 2,510       $ —         $ —         $ 2,510   

RJ O’Brien

     3,034         —           —           3,034         566         —           —           566   

Bank of America, N.A.

     738         —           —           738         1,024         —           —           1,024   

Daiwa Capital Markets

     29         —           —           29         608         —           —           608   

Fannie Mae Capital Markets

     —           —           —           —           432         —           —           432   

Morgan Stanley Bank, N.A.

     104         —           —           104         546         —           —           546   

Wells Fargo

     —           —           —           —           378         —           —           378   

Deutsche Bank

     124         —           —           124         —           —           —           —     

Jefferies

     133               133         —           —           —           —     

Cantor Fitzgerald LP

     6         —           —           6         613         —           —           613   

Credit Suisse First Boston Mortgage Capital LLC

     253         —           —           253         196         —           —           196   

Nomura

     138         —           —           138         273               273   

Other

     870         —           —           870         830         —           —           830   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 11,107       $ —         $ —         $ 11,107       $ 7,976       $ —         $ —         $ 7,976   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Offsetting of Derivative Liabilities and Financial Liabilities

Following is a summary of net derivative liabilities and assets sold under agreements to repurchase. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements. Assets sold under agreements to repurchase do not qualify.

 

     December 31, 2014     December 31, 2013  
     Gross
amounts
of
recognized
liabilities
     Gross amounts
offset
in the
consolidated
balance
sheet
    Net
amounts
of liabilities
presented
in the
consolidated
balance
sheet
    Gross
amounts
of
recognized
liabilities
     Gross
amounts offset
in the
consolidated
balance
sheet
    Net
amounts
of liabilities
presented
in the
consolidated
balance
sheet
 
     (in thousands)  

Derivatives subject to master netting arrangements:

              

Forward purchase contracts

   $ 34       $ —        $ 34      $ 7,420       $ —        $ 7,420   

Forward sales contracts

     6,649         —          6,649        1,295         —          1,295   

Treasury futures sales contracts

     478         —          478        —           —          —     

Netting

     —           (4,748     (4,748     —           (8,015     (8,015
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
  7,161      (4,748   2,413      8,715      (8,015   700   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Derivatives not subject to master netting arrangements:

Interest rate lock commitments

  17      —        17      1,261      —        1,261   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
  7,178      (4,748   2,430      9,976      (8,015   1,961   

Assets sold under agreements to repurchase

  2,750,366      —        2,750,366      2,039,605      —        2,039,605   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
$ 2,757,544    $ (4,748 $ 2,752,796    $ 2,049,581    $ (8,015 $ 2,041,566   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty

The following table summarizes by significant counterparty the amount of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting. All assets sold under agreements to repurchase represent sufficient collateral or exceed the liability amount recorded on the consolidated balance sheet.

 

     December 31, 2014      December 31, 2013  
            Gross amounts
not offset in the
consolidated
balance sheet
                   Gross amounts
not offset in the
consolidated
balance sheet
        
     Net amount
of liabilities
presented
in the
consolidated
balance
sheet
     Financial
instruments
    Cash
collateral
pledged
     Net
amount
     Net amount
of liabilities
presented
in the
consolidated
balance
sheet
     Financial
instruments
    Cash
collateral
pledged
     Net
amount
 
     (in thousands)  

Interest rate lock commitments

   $ 17         $ —         $ 17       $ 1,261       $ —        $ —         $ 1,261   

Morgan Stanley Bank, N.A.

     121,975         (121,975     —           —           30,226         (30,226     —           —     

Bank of Oklahoma

     369           —           369         —           —          —           —     

Daiwa Capital Markets

     126,909         (126,909     —           —           132,525         (132,525     —           —     

Citibank

     797,851         (797,663     —           188         945,015         (944,856     —           159   

Credit Suisse First Boston Mortgage Capital LLC

     966,155         (966,155     —           —           523,546         (523,546     —           —     

Bank of America, N.A.

     529,144         (529,144     —           —           408,452         (408,452     —           —     

Deutsche Bank

     —             —           —           110         —          —           110   

RBS Securities

     208,520         (208,520     —           —           —           —          —           —     

Other

     1,856         —          —           1,856         431         —          —           431   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

$ 2,752,796    $ (2,750,366 $ —      $ 2,430    $ 2,041,566    $ (2,039,605 $ —      $ 1,961   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

XML 150 R137.htm IDEA: XBRL DOCUMENT v2.4.1.9
Exchangeable Senior Notes - Summary of Financial Information Relating to Notes (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
During the year:                  
Weighted-average balance $ 250,000pmt_ConvertibleDebtAverageBalanceDuringPeriod $ 168,493pmt_ConvertibleDebtAverageBalanceDuringPeriod $ 0pmt_ConvertibleDebtAverageBalanceDuringPeriod            
Interest expense 14,357pmt_ConvertibleDebtInterestExpense 9,580pmt_ConvertibleDebtInterestExpense 0pmt_ConvertibleDebtInterestExpense            
At period end:                  
Balance 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 0us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 250,000us-gaap_ConvertibleDebt 0us-gaap_ConvertibleDebt
Unamortized issuance costs $ 5,921us-gaap_UnamortizedDebtIssuanceExpense $ 6,800us-gaap_UnamortizedDebtIssuanceExpense $ 0us-gaap_UnamortizedDebtIssuanceExpense            
XML 151 R16.htm IDEA: XBRL DOCUMENT v2.4.1.9
Short-Term Investments
12 Months Ended
Dec. 31, 2014
Cash and Cash Equivalents [Abstract]  
Short-Term Investments

Note 9—Short-Term Investments

The Company’s short-term investments are comprised of money market accounts and unrestricted balances maintained in excess of minimum required amounts as deposited with U.S. commercial banks.

XML 152 R64.htm IDEA: XBRL DOCUMENT v2.4.1.9
Exchangeable Senior Notes (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Financial Information Relating to Notes

Following is financial information relating to the Notes:

 

     Year ended December 31,  
     2014      2013      2012  
     (dollars in thousands)  

During the year:

        

Weighted-average balance

   $ 250,000       $ 168,493       $ —     

Interest expense (2)

   $ 14,357       $ 9,580       $ —     

At year end:

        

Balance

   $ 250,000       $ 250,000       $ —     

Unamortized issuance costs (1)

   $ 5,921       $ 6,800       $ —     

 

(1) Unamortized issuance costs are included in Other assets in the consolidated balance sheets.
(2) Total interest expense includes amortization of debt issuance costs of $920,000 and $584,000 during the year ended December 31, 2014 and December 31, 2013, respectively.
XML 153 R120.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Distribution of Company's Mortgage Loans under Forward Purchase Agreements at Fair Value (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Financing Receivable, Recorded Investment [Line Items]    
Fair value $ 0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue $ 218,128pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
Unpaid principal balance 0pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance 332,484pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
Nonperforming loans [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
177,841pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
Unpaid principal balance 0pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
268,600pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
Performing loans [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
40,287pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
Unpaid principal balance 0pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
63,884pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
Performing loans [Member] | Fixed [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedMember
19,292pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedMember
Unpaid principal balance 0pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedMember
29,496pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedMember
Performing loans [Member] | ARM/hybrid [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ArmHybridLoanMember
19,510pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ArmHybridLoanMember
Unpaid principal balance 0pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ArmHybridLoanMember
31,933pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ArmHybridLoanMember
Performing loans [Member] | Interest rate step-up [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_InterestRateStepUpMember
1,485pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_InterestRateStepUpMember
Unpaid principal balance $ 0pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_InterestRateStepUpMember
$ 2,455pmt_MortgageLoansUnderForwardPurchaseAgreementsUnpaidPrincipalBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_InterestRateStepUpMember
XML 154 R85.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Summary of Mortgage Loan Servicing Fees Earned (Detail) (Penny Mac Loan Services Llc [Member], USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS $ 52,522pmt_BaseServicingFeesPayableToAffiliate $ 39,413pmt_BaseServicingFeesPayableToAffiliate $ 18,608pmt_BaseServicingFeesPayableToAffiliate
Mortgage loans acquired for sale at fair value [Member]
     
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS 252pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
562pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
204pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
Mortgage loans acquired for sale at fair value [Member] | Base [Member]
     
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS 103pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BaseMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
262pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BaseMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
204pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BaseMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
Mortgage loans acquired for sale at fair value [Member] | Activity-based [Member]
     
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS 149pmt_ActivityBasedServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ActivityBasedMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
300pmt_ActivityBasedServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ActivityBasedMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
0pmt_ActivityBasedServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleAtFairValueMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ActivityBasedMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
Distress mortgage loans [Member]
     
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS 38,561pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoanMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
28,272pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoanMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
18,404pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoanMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
Distress mortgage loans [Member] | Base [Member]
     
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS 18,953pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoanMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BaseMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
16,458pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoanMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BaseMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
14,128pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoanMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BaseMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
Distress mortgage loans [Member] | Activity-based [Member]
     
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS 19,608pmt_ActivityBasedServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoanMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ActivityBasedMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
11,814pmt_ActivityBasedServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoanMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ActivityBasedMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
4,276pmt_ActivityBasedServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoanMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ActivityBasedMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
Mortgage servicing rights [Member]
     
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS 13,709pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
10,579pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
0pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
Mortgage servicing rights [Member] | Base [Member]
     
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS 13,515pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BaseMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
10,274pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BaseMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
0pmt_BaseServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BaseMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
Mortgage servicing rights [Member] | Activity-based [Member]
     
Related Party Transaction [Line Items]      
Mortgage loan servicing fees earned by PLS $ 194pmt_ActivityBasedServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ActivityBasedMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
$ 305pmt_ActivityBasedServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ActivityBasedMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
$ 0pmt_ActivityBasedServicingFeesPayableToAffiliate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_ActivityBasedMember
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= pmt_PennyMacLoanServicesLlcMember
XML 155 R66.htm IDEA: XBRL DOCUMENT v2.4.1.9
Liability for Losses Under Representations and Warranties (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Company's Liability for Losses under Representations and Warranties

Following is a summary of the Company’s liability for losses under representations and warranties:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance, beginning of year

   $ 10,110       $ 4,441       $ 205   

Provision for losses

     4,255         5,669         4,236   

Losses charged

     (123      —           —     
  

 

 

    

 

 

    

 

 

 

Balance, end of year

$ 14,242    $ 10,110    $ 4,441   
  

 

 

    

 

 

    

 

 

 

Unpaid principal balance of mortgage loans subject to representations and warranties at period end

$ 34,673,414    $ 25,652,972    $ 12,168,454   
  

 

 

    

 

 

    

 

 

 
XML 156 R102.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Summary of Changes in Items Measured Using Level 3 Inputs on Recurring Basis (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Assets:      
Beginning balance $ 2,461,217us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue $ 1,210,796us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue $ 904,910us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
Purchases 655,718us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases 1,462,134us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases 542,791us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
Repayments     (206,057)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSettlements
Repayments and sales (618,395)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements (288,330)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements  
Accrual of interest 13,292pmt_AccrualOfInterestOnExcessSpreadInvestment 1,348pmt_AccrualOfInterestOnExcessSpreadInvestment 0pmt_AccrualOfInterestOnExcessSpreadInvestment
ESS received pursuant to a recapture agreement with PFSI 7,342pmt_ExcessServicingSpreadRecaptureRevenue    
Interest rate lock commitments issued, net 56,268pmt_InterestRateLockCommitmentsIssuedNet 83,515pmt_InterestRateLockCommitmentsIssuedNet 212,555pmt_InterestRateLockCommitmentsIssuedNet
Capitalization of interest 66,850pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest 43,481pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest 19,745pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
Sales     (52,212)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSales
Accrual of unearned discounts     363pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAccrualOfUnearnedDiscountsAsset
Servicing received as proceeds from sales of mortgage loans 47,693pmt_ServicingAssetAtFairValueAdditionsFromLoanSales 23,071pmt_ServicingAssetAtFairValueAdditionsFromLoanSales 1,508pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
Changes in fair value included in income arising from:      
Changes in instrument-specific credit risk 36,600us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets 46,323us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets 24,170us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
Other factors 151,221pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets 141,144pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets 78,766pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
Total 187,500us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1 187,467us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1 102,936us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
Transfers of mortgage loans under forward purchase agreements to mortgage loans 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
Transfers of mortgage loans to REO (344,733)pmt_TransferOfMortgageLoansToReo (177,743)pmt_TransferOfMortgageLoansToReo (109,440)pmt_TransferOfMortgageLoansToReo
Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements (9,802)pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements (9,451)pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements (7,473)pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
Transfer to mortgage loans acquired for sale     18pmt_TransferToMortgageLoansAcquiredForSale
Transfers of interest rate lock commitments to mortgage loans acquired for sale (69,503)pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale (75,071)pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale (198,848)pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
Ending balance 2,453,768us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue 2,461,217us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue 1,210,796us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
Changes in fair value recognized during the period relating to assets 95,075us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss 145,596us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss 69,649us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
Security sold under agreements to repurchase [Member]      
Liabilities:      
Beginning balance     115,493us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
Changes in fair value included in income     0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
Sales     752,343us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
Repurchases     (867,836)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
Ending balance     0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
Changes in fair value recognized during the year relating to liabilities     0us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_ShortTermDebtTypeAxis
= us-gaap_SecuritiesSoldUnderAgreementsToRepurchaseMember
Mortgage loans at fair value [Member]      
Assets:      
Beginning balance 2,076,665us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
1,189,971us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
696,266us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Purchases 554,604us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
1,063,162us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
541,696us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Repayments     (169,877)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Repayments and sales (572,586)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
(255,210)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
 
Accrual of interest 0pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
 
ESS received pursuant to a recapture agreement with PFSI 0pmt_ExcessServicingSpreadRecaptureRevenue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
   
Interest rate lock commitments issued, net 0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Capitalization of interest 65,050pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
43,481pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
19,745pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Sales     0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Accrual of unearned discounts     0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAccrualOfUnearnedDiscountsAsset
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Servicing received as proceeds from sales of mortgage loans 0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Changes in fair value included in income arising from:      
Changes in instrument-specific credit risk 34,785us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
44,018us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
24,878us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Other factors 179,896pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
153,639pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
68,772pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Total 214,681us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
197,657us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
93,650us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Transfers of mortgage loans under forward purchase agreements to mortgage loans 205,902pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
15,347pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
117,913pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Transfers of mortgage loans to REO (344,733)pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
(177,743)pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
(109,440)pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Transfer to mortgage loans acquired for sale     18pmt_TransferToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Transfers of interest rate lock commitments to mortgage loans acquired for sale 0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Ending balance 2,199,583us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
2,076,665us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
1,189,971us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Changes in fair value recognized during the period relating to assets 134,724us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
132,339us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
51,022us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
Excess servicing spread [Member]      
Assets:      
Beginning balance 138,723us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Purchases 99,728us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
139,028us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Repayments and sales (39,257)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
(4,076)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Accrual of interest 13,292pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
1,348pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
ESS received pursuant to a recapture agreement with PFSI 7,342pmt_ExcessServicingSpreadRecaptureRevenue
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
   
Interest rate lock commitments issued, net 0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Capitalization of interest 0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Servicing received as proceeds from sales of mortgage loans 0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Changes in fair value included in income arising from:      
Changes in instrument-specific credit risk 0us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Other factors (28,662)pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
2,423pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Total (28,662)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
2,423us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Transfers of mortgage loans under forward purchase agreements to mortgage loans 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Transfers of mortgage loans to REO 0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Transfers of interest rate lock commitments to mortgage loans acquired for sale 0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Ending balance 191,166us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
138,723us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Changes in fair value recognized during the period relating to assets (28,662)us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
2,423us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_ExcessSpreadInvestmentMember
 
Interest rate lock commitments [Member]      
Assets:      
Beginning balance 1,249us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
19,479us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
5,772us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Purchases 0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Repayments     0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSettlements
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Repayments and sales 0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
 
Accrual of interest 0pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
 
ESS received pursuant to a recapture agreement with PFSI 0pmt_ExcessServicingSpreadRecaptureRevenue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
   
Interest rate lock commitments issued, net 56,367pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
83,515pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
212,555pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Capitalization of interest 0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Sales     0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSales
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Accrual of unearned discounts     0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAccrualOfUnearnedDiscountsAsset
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Servicing received as proceeds from sales of mortgage loans 0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Changes in fair value included in income arising from:      
Changes in instrument-specific credit risk     0us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Other factors 17,326pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
(26,674)pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Total 17,326us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
(26,674)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Transfers of mortgage loans under forward purchase agreements to mortgage loans 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
  0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Transfers of mortgage loans to REO 0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
  0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
  0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Transfer to mortgage loans acquired for sale     0pmt_TransferToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Transfers of interest rate lock commitments to mortgage loans acquired for sale (69,281)pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
(75,071)pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
(198,848)pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Ending balance 5,661us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
1,249us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
19,479us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Changes in fair value recognized during the period relating to assets 5,661us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
1,249us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
19,479us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_InterestRateLockCommitmentsMember
Mortgage servicing rights [Member]      
Assets:      
Beginning balance 26,452us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
1,346us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
749us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Purchases 0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
1,419us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
20us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Repayments     0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Repayments and sales (139)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
 
Accrual of interest 0pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
0pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
 
ESS received pursuant to a recapture agreement with PFSI 0pmt_ExcessServicingSpreadRecaptureRevenue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
   
Interest rate lock commitments issued, net 0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Capitalization of interest 0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Sales     (79)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Accrual of unearned discounts     0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAccrualOfUnearnedDiscountsAsset
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Servicing received as proceeds from sales of mortgage loans 47,693pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
23,071pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
1,508pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Changes in fair value included in income arising from:      
Changes in instrument-specific credit risk     (708)us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Other factors (16,648)pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
616pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
(144)pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Total (16,648)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
616us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
(852)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Transfers of mortgage loans under forward purchase agreements to mortgage loans 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
  0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Transfers of mortgage loans to REO 0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
  0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements 0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
  0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Transfer to mortgage loans acquired for sale     0pmt_TransferToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Transfers of interest rate lock commitments to mortgage loans acquired for sale 0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Ending balance 57,358us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
26,452us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
1,346us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Changes in fair value recognized during the period relating to assets (16,648)us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
616us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
(852)us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageServicingRightsMember
Agency debt securities [Member]      
Assets:      
Beginning balance   0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Purchases   12,000us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Repayments and sales   (13,725)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Accrual of interest   0pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Interest rate lock commitments issued, net   0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Capitalization of interest   0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Servicing received as proceeds from sales of mortgage loans   0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Changes in fair value included in income arising from:      
Changes in instrument-specific credit risk   0us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Other factors   1,725pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Total   1,725us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Transfers of mortgage loans under forward purchase agreements to mortgage loans   0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Transfers of mortgage loans to REO   0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements   0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Transfers of interest rate lock commitments to mortgage loans acquired for sale   0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Ending balance   0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Changes in fair value recognized during the period relating to assets   1,725us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_AgencyDebtSecuritiesMember
 
Mortgage-backed securities [Member]      
Assets:      
Beginning balance     72,813us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Purchases     0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Repayments     (21,888)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSettlements
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Interest rate lock commitments issued, net     0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Capitalization of interest     0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Sales     (52,133)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSales
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Accrual of unearned discounts     363pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAccrualOfUnearnedDiscountsAsset
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Servicing received as proceeds from sales of mortgage loans     0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Changes in fair value included in income arising from:      
Changes in instrument-specific credit risk     0us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Other factors     845pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Total     845us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Transfers of mortgage loans under forward purchase agreements to mortgage loans     0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Transfers of mortgage loans to REO     0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements     0pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Transfer to mortgage loans acquired for sale     0pmt_TransferToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Transfers of interest rate lock commitments to mortgage loans acquired for sale     0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Ending balance     0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Changes in fair value recognized during the period relating to assets     0us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_MortgageBackedSecuritiesMember
Mortgage loans under forward purchase agreements [Member]      
Assets:      
Beginning balance 218,128us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
129,310us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Purchases 1,386us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
246,525us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
1,075us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Repayments     (14,292)us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Repayments and sales (6,413)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
(15,319)pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSalesAndSettlements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
 
Accrual of interest 0pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_AccrualOfInterestOnExcessSpreadInvestment
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
 
ESS received pursuant to a recapture agreement with PFSI 0pmt_ExcessServicingSpreadRecaptureRevenue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
   
Interest rate lock commitments issued, net 0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_InterestRateLockCommitmentsIssuedNet
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Capitalization of interest 1,800pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCapitalizationOfInterest
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Sales     0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Accrual of unearned discounts     0pmt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAccrualOfUnearnedDiscountsAsset
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Servicing received as proceeds from sales of mortgage loans 0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_ServicingAssetAtFairValueAdditionsFromLoanSales
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Changes in fair value included in income arising from:      
Changes in instrument-specific credit risk 1,815us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
2,305us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0us-gaap_FairValueOptionCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Other factors (1,012)pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
9,415pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
9,293pmt_FairValueOptionNonCreditRiskGainsLossesOnAssets
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Total 803us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
11,720us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
9,293us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Transfers of mortgage loans under forward purchase agreements to mortgage loans (205,902)pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
(15,347)pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
(117,913)pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToMortgageLoans
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Transfers of mortgage loans to REO 0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_TransferOfMortgageLoansToReo
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Transfers of mortgage loans under forward purchase agreements to REO under forward purchase agreements (9,802)pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
(9,451)pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
(7,473)pmt_TransferOfMortgageLoansUnderForwardPurchaseAgreementsToReoUnderForwardPurchaseAgreements
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Transfer to mortgage loans acquired for sale     0pmt_TransferToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Transfers of interest rate lock commitments to mortgage loans acquired for sale 0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0pmt_TransferOfInterestRateLockCommitmentsToMortgageLoansAcquiredForSale
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Ending balance 0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
218,128us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
0us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetValue
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
Changes in fair value recognized during the period relating to assets $ 0us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
$ 7,244us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
$ 0us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
XML 157 R63.htm IDEA: XBRL DOCUMENT v2.4.1.9
Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Financial Information Relating to Asset-Backed Secured Financing of the VIE

Following is a summary of financial information relating to the asset-backed secured financing of the VIE:

 

     Year ended December 31,  
     2014     2013     2012  
     (dollars in thousands)  

During the year:

      

Weighted-average fair value

   $ 167,752      $ 43,108      $ —     

Interest expense

   $ 6,489      $ 1,612      $ —     

Weighted-average effective interest rate

     3.82     3.69     —     

At year end:

      

Fair value

   $ 165,920      $ 165,415      $ —     

Interest rate

     3.50     3.50     0.00
XML 158 R161.htm IDEA: XBRL DOCUMENT v2.4.1.9
Regulatory Net Worth - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Fannie Mae Capital Markets [Member]  
Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items]  
Minimum net worth amount $ 59.2us-gaap_MinimumNetWorthRequiredForCompliance
/ us-gaap_CounterpartyNameAxis
= pmt_FannieMaeCapitalMarketsMember
Freddie Mac Capital Markets [Member]  
Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items]  
Minimum net worth amount $ 30.9us-gaap_MinimumNetWorthRequiredForCompliance
/ us-gaap_CounterpartyNameAxis
= pmt_FreddieMacMember
XML 159 R92.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Summary of Amounts Due to Affiliates (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Related Party Transactions [Abstract]    
Management fees $ 8,426us-gaap_ManagementFeePayable $ 8,924us-gaap_ManagementFeePayable
Allocated expenses 7,088pmt_OtherExpensesPayableToAffiliate 2,009pmt_OtherExpensesPayableToAffiliate
Unsettled ESS investment 3,836pmt_UnsettledExcessServicingSpreadInvestment 0pmt_UnsettledExcessServicingSpreadInvestment
Servicing fees 3,457pmt_ServicingFeesPayable 5,915pmt_ServicingFeesPayable
Contingent underwriting fees 1,136pmt_ContingentUnderwritingFeesPayable 1,788pmt_ContingentUnderwritingFeesPayable
Total expense due to affiliate $ 23,943us-gaap_DueToAffiliateCurrentAndNoncurrent $ 18,636us-gaap_DueToAffiliateCurrentAndNoncurrent
XML 160 R129.htm IDEA: XBRL DOCUMENT v2.4.1.9
Assets Sold Under Agreements to Repurchase - Summary of Financial Information Relating to Assets Sold under Agreements to Repurchase (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Disclosure of Repurchase Agreements [Abstract]      
Weighted-average interest rate 2.12%pmt_SecuritiesSoldUnderAgreementsToRepurchaseWeightedAverageInterestRateDuringPeriod 2.43%pmt_SecuritiesSoldUnderAgreementsToRepurchaseWeightedAverageInterestRateDuringPeriod 2.77%pmt_SecuritiesSoldUnderAgreementsToRepurchaseWeightedAverageInterestRateDuringPeriod
Average balance $ 2,311,273pmt_SecuritiesSoldUnderAgreementsToRepurchaseAverageBalance $ 1,552,912pmt_SecuritiesSoldUnderAgreementsToRepurchaseAverageBalance $ 805,461pmt_SecuritiesSoldUnderAgreementsToRepurchaseAverageBalance
Total interest expense 58,304us-gaap_InterestExpenseSecuritiesSoldUnderAgreementsToRepurchase 47,790us-gaap_InterestExpenseSecuritiesSoldUnderAgreementsToRepurchase 28,025us-gaap_InterestExpenseSecuritiesSoldUnderAgreementsToRepurchase
Maximum daily amount outstanding 3,203,989pmt_SecuritiesSoldUnderAgreementsToRepurchaseMaximumDailyAmountOutstanding 3,124,616pmt_SecuritiesSoldUnderAgreementsToRepurchaseMaximumDailyAmountOutstanding 1,684,712pmt_SecuritiesSoldUnderAgreementsToRepurchaseMaximumDailyAmountOutstanding
Balance 2,730,130us-gaap_SecuritiesSoldUnderAgreementsToRepurchase 2,039,605us-gaap_SecuritiesSoldUnderAgreementsToRepurchase 1,256,102us-gaap_SecuritiesSoldUnderAgreementsToRepurchase
Weighted-average stated interest rate 2.32%pmt_SecuritiesSoldUnderAgreementsToRepurchaseWeightedAverageInterestRateAtPeriodEnd 2.29%pmt_SecuritiesSoldUnderAgreementsToRepurchaseWeightedAverageInterestRateAtPeriodEnd 3.02%pmt_SecuritiesSoldUnderAgreementsToRepurchaseWeightedAverageInterestRateAtPeriodEnd
Available borrowing capacity, Committed 652,360pmt_SecuritiesSoldUnderAgreementsAvailableBorrowingCapacityCommitted 1,467,138pmt_SecuritiesSoldUnderAgreementsAvailableBorrowingCapacityCommitted 643,898pmt_SecuritiesSoldUnderAgreementsAvailableBorrowingCapacityCommitted
Available borrowing capacity, Uncommitted 695,000pmt_SecuritiesSoldUnderAgreementsAvailableBorrowingCapacityUncommitted 150,000pmt_SecuritiesSoldUnderAgreementsAvailableBorrowingCapacityUncommitted 350,000pmt_SecuritiesSoldUnderAgreementsAvailableBorrowingCapacityUncommitted
Available borrowing capacity 1,347,360pmt_SecuritiesSoldUnderAgreementsAvailableBorrowingCapacity 1,617,138pmt_SecuritiesSoldUnderAgreementsAvailableBorrowingCapacity 993,898pmt_SecuritiesSoldUnderAgreementsAvailableBorrowingCapacity
Margin deposits placed with counterparties 5,579us-gaap_GoodFaithAndMarginDepositsWithBrokerDealers 3,201us-gaap_GoodFaithAndMarginDepositsWithBrokerDealers 4,468us-gaap_GoodFaithAndMarginDepositsWithBrokerDealers
Mortgage-backed securities 307,363pmt_PledgedAssetsSeparatelyReportedMortgagebackedSecuritiesPledgedAsCollateralAtFairValue 197,401pmt_PledgedAssetsSeparatelyReportedMortgagebackedSecuritiesPledgedAsCollateralAtFairValue 0pmt_PledgedAssetsSeparatelyReportedMortgagebackedSecuritiesPledgedAsCollateralAtFairValue
Mortgage loans acquired for sale at fair value 609,608pmt_PledgedAssetsSeparatelyReportedLoansAcquiredForSalePledgedAsCollateralAtFairValue 454,210pmt_PledgedAssetsSeparatelyReportedLoansAcquiredForSalePledgedAsCollateralAtFairValue 972,079pmt_PledgedAssetsSeparatelyReportedLoansAcquiredForSalePledgedAsCollateralAtFairValue
Mortgage loans at fair value 2,543,242us-gaap_LoansHeldForSaleFairValueDisclosure 2,315,313us-gaap_LoansHeldForSaleFairValueDisclosure 949,060us-gaap_LoansHeldForSaleFairValueDisclosure
Real estate acquired in settlement of loans 150,649us-gaap_PledgedAssetsSeparatelyReportedRealEstatePledgedAsCollateralAtFairValue 89,404us-gaap_PledgedAssetsSeparatelyReportedRealEstatePledgedAsCollateralAtFairValue 23,834us-gaap_PledgedAssetsSeparatelyReportedRealEstatePledgedAsCollateralAtFairValue
Fair value of assets securing agreements to repurchase $ 3,610,862us-gaap_PledgedAssetsSeparatelyReportedSecuritiesPledgedForRepurchaseAgreementsAtFairValue $ 3,056,328us-gaap_PledgedAssetsSeparatelyReportedSecuritiesPledgedForRepurchaseAgreementsAtFairValue $ 1,944,973us-gaap_PledgedAssetsSeparatelyReportedSecuritiesPledgedForRepurchaseAgreementsAtFairValue
XML 161 R34.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Gain on Investments
12 Months Ended
Dec. 31, 2014
Investments, Debt and Equity Securities [Abstract]  
Net Gain on Investments

Note 27—Net Gain on Investments

Net gain on investments is summarized below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Net gain (loss) on investments:

        

Mortgage-backed securities

   $ 10,416       $ (1,347    $ 612   

Hedging derivatives

     (6,802      (4,310      —     
  

 

 

    

 

 

    

 

 

 
  3,614      (5,657   612   

Agency debt security

  —        1,725      —     

Excess servicing spread purchased from PFSI at fair value

  (20,834   2,423      —     

Mortgage loans

  227,488      206,988      103,037   

Asset-backed secured financing

  (8,459   2,279      —     
  

 

 

    

 

 

    

 

 

 
$ 201,809    $ 207,758    $ 103,649   
  

 

 

    

 

 

    

 

 

 
XML 162 R143.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Gain on Mortgage Loans Acquired for Sale - Summary of Net Gain on Mortgage Loans Acquired for Sale (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash (loss) gain:      
Sales proceeds, net $ (20,989)pmt_GainLossOnSaleOfMortgageLoansAcquiredForSaleCashPortion $ (197,580)pmt_GainLossOnSaleOfMortgageLoansAcquiredForSaleCashPortion $ 13,918pmt_GainLossOnSaleOfMortgageLoansAcquiredForSaleCashPortion
Hedging activities (57,161)pmt_MortgageLoanHedgingActivitiesCashGainLoss 136,829pmt_MortgageLoanHedgingActivitiesCashGainLoss (57,040)pmt_MortgageLoanHedgingActivitiesCashGainLoss
Cash gain, net of effects of cash hedging, on sale of mortgage loans acquired for sale (78,150)pmt_AggregateCashGainLossOnSaleOfMortgageLoansAcquiredForSaleNetOfCashHedgingResults (60,751)pmt_AggregateCashGainLossOnSaleOfMortgageLoansAcquiredForSaleNetOfCashHedgingResults (43,122)pmt_AggregateCashGainLossOnSaleOfMortgageLoansAcquiredForSaleNetOfCashHedgingResults
Non cash gain:      
Receipt of MSRs in loan sale transactions 121,333pmt_ReceiptOfMortgageServicingRightsAsProceedsFromSalesOfLoans 183,032pmt_ReceiptOfMortgageServicingRightsAsProceedsFromSalesOfLoans 134,682pmt_ReceiptOfMortgageServicingRightsAsProceedsFromSalesOfLoans
Provision for losses relating to representations and warranties provided in loan sales (4,255)pmt_ProvisionsForRepresentationsAndWarrantiesLosses (5,669)pmt_ProvisionsForRepresentationsAndWarrantiesLosses (4,236)pmt_ProvisionsForRepresentationsAndWarrantiesLosses
Change in fair value of IRLCs, mortgage loans and hedging derivatives held at period end:      
IRLCs 4,412pmt_ChangeInFairValueOfCommitmentsToPurchaseLoans (18,230)pmt_ChangeInFairValueOfCommitmentsToPurchaseLoans 13,707pmt_ChangeInFairValueOfCommitmentsToPurchaseLoans
Mortgage loans 3,825pmt_ChangeInFairValueRelatingToMortgageLoansStillHeldAtPeriodEnd (9,265)pmt_ChangeInFairValueRelatingToMortgageLoansStillHeldAtPeriodEnd 43,691pmt_ChangeInFairValueRelatingToMortgageLoansStillHeldAtPeriodEnd
Hedging derivatives (11,518)pmt_ChangeInFairValueHedgingInstrumentsStillHeldAtPeriodEnd 9,552pmt_ChangeInFairValueHedgingInstrumentsStillHeldAtPeriodEnd 2,953pmt_ChangeInFairValueHedgingInstrumentsStillHeldAtPeriodEnd
Total non cash portion of gain on mortgage loans acquired for sale (3,280)pmt_AggregateNonCashPortionOfGainOnMortgageLoansAcquiredForSale (17,943)pmt_AggregateNonCashPortionOfGainOnMortgageLoansAcquiredForSale 60,351pmt_AggregateNonCashPortionOfGainOnMortgageLoansAcquiredForSale
Net gain on mortgage loans acquired for sale $ 35,647us-gaap_GainLossOnSalesOfLoansNet $ 98,669us-gaap_GainLossOnSalesOfLoansNet $ 147,675us-gaap_GainLossOnSalesOfLoansNet
XML 163 R51.htm IDEA: XBRL DOCUMENT v2.4.1.9
Netting of Financial Instruments (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Offsetting of Derivative Assets

Offsetting of Derivative Assets

Following is a summary of net derivative assets. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements.

 

     December 31, 2014     December 31, 2013  
     Gross
amounts
of
recognized
assets
     Gross
amounts
offset
in the
consolidated
balance
sheet
    Net
amounts
of assets
presented
in the
consolidated
balance
sheet
    Gross
amounts
of
recognized
assets
     Gross
amounts
offset
in the
consolidated
balance
sheet
    Net
amounts
of assets
presented
in the
consolidated
balance
sheet
 
     (in thousands)  

Derivatives subject to master netting arrangements:

              

MBS put options

   $ 374       $ —        $ 374      $ 272       $ —        $ 272   

MBS call options

     —           —          —          —           —          —     

Forward purchase contracts

     3,775         —          3,775        1,229         —          1,229   

Forward sale contracts

     52         —          52        16,385         —          16,385   

Put options on interest rate futures

     193         —          193        566         —          566   

Call options on interest rate futures

     3,319         —          3,319        —           —          —     

Netting

     —           (2,284     (2,284     —           (12,986     (12,986
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
  7,713      (2,284   5,429      18,452      (12,986   5,466   

Derivatives not subject to master netting arrangements:

Interest rate lock commitments

  5,678      —        5,678      2,510      —        2,510   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
$ 13,391    $ (2,284 $ 11,107    $ 20,962    $ (12,986 $ 7,976   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

 

Summary of Derivative Assets and Collateral Held by Counterparty

Derivative Assets and Collateral Held by Counterparty

The following table summarizes by significant counterparty the amount of derivative asset positions after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting.

 

     December 31, 2014      December 31, 2013  
            Gross amounts
not offset in the
consolidated
balance sheet
                   Gross amounts
not offset in the
consolidated
balance sheet
        
     Net amount of
assets presented
in the consolidated
balance sheet
     Financial
instruments
     Cash
collateral
received
     Net
amount
     Net amount
of assets presented
in the consolidated
balance sheet
     Financial
instruments
     Cash
collateral
received
     Net
amount
 
     (in thousands)  

Interest rate lock commitments

   $ 5,678       $ —         $ —         $ 5,678       $ 2,510       $ —         $ —         $ 2,510   

RJ O’Brien

     3,034         —           —           3,034         566         —           —           566   

Bank of America, N.A.

     738         —           —           738         1,024         —           —           1,024   

Daiwa Capital Markets

     29         —           —           29         608         —           —           608   

Fannie Mae Capital Markets

     —           —           —           —           432         —           —           432   

Morgan Stanley Bank, N.A.

     104         —           —           104         546         —           —           546   

Wells Fargo

     —           —           —           —           378         —           —           378   

Deutsche Bank

     124         —           —           124         —           —           —           —     

Jefferies

     133               133         —           —           —           —     

Cantor Fitzgerald LP

     6         —           —           6         613         —           —           613   

Credit Suisse First Boston Mortgage Capital LLC

     253         —           —           253         196         —           —           196   

Nomura

     138         —           —           138         273               273   

Other

     870         —           —           870         830         —           —           830   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 11,107       $ —         $ —         $ 11,107       $ 7,976       $ —         $ —         $ 7,976   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Schedule of Offsetting of Derivative Liabilities and Financial Liabilities

Offsetting of Derivative Liabilities and Financial Liabilities

Following is a summary of net derivative liabilities and assets sold under agreements to repurchase. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements. Assets sold under agreements to repurchase do not qualify.

 

     December 31, 2014     December 31, 2013  
     Gross
amounts
of
recognized
liabilities
     Gross amounts
offset
in the
consolidated
balance
sheet
    Net
amounts
of liabilities
presented
in the
consolidated
balance
sheet
    Gross
amounts
of
recognized
liabilities
     Gross
amounts offset
in the
consolidated
balance
sheet
    Net
amounts
of liabilities
presented
in the
consolidated
balance
sheet
 
     (in thousands)  

Derivatives subject to master netting arrangements:

              

Forward purchase contracts

   $ 34       $ —        $ 34      $ 7,420       $ —        $ 7,420   

Forward sales contracts

     6,649         —          6,649        1,295         —          1,295   

Treasury futures sales contracts

     478         —          478        —           —          —     

Netting

     —           (4,748     (4,748     —           (8,015     (8,015
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
  7,161      (4,748   2,413      8,715      (8,015   700   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Derivatives not subject to master netting arrangements:

Interest rate lock commitments

  17      —        17      1,261      —        1,261   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
  7,178      (4,748   2,430      9,976      (8,015   1,961   

Assets sold under agreements to repurchase

  2,750,366      —        2,750,366      2,039,605      —        2,039,605   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
$ 2,757,544    $ (4,748 $ 2,752,796    $ 2,049,581    $ (8,015 $ 2,041,566   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
Summary of Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty

Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty

The following table summarizes by significant counterparty the amount of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for netting. All assets sold under agreements to repurchase represent sufficient collateral or exceed the liability amount recorded on the consolidated balance sheet.

 

     December 31, 2014      December 31, 2013  
            Gross amounts
not offset in the
consolidated
balance sheet
                   Gross amounts
not offset in the
consolidated
balance sheet
        
     Net amount
of liabilities
presented
in the
consolidated
balance
sheet
     Financial
instruments
    Cash
collateral
pledged
     Net
amount
     Net amount
of liabilities
presented
in the
consolidated
balance
sheet
     Financial
instruments
    Cash
collateral
pledged
     Net
amount
 
     (in thousands)  

Interest rate lock commitments

   $ 17         $ —         $ 17       $ 1,261       $ —        $ —         $ 1,261   

Morgan Stanley Bank, N.A.

     121,975         (121,975     —           —           30,226         (30,226     —           —     

Bank of Oklahoma

     369           —           369         —           —          —           —     

Daiwa Capital Markets

     126,909         (126,909     —           —           132,525         (132,525     —           —     

Citibank

     797,851         (797,663     —           188         945,015         (944,856     —           159   

Credit Suisse First Boston Mortgage Capital LLC

     966,155         (966,155     —           —           523,546         (523,546     —           —     

Bank of America, N.A.

     529,144         (529,144     —           —           408,452         (408,452     —           —     

Deutsche Bank

     —             —           —           110         —          —           110   

RBS Securities

     208,520         (208,520     —           —           —           —          —           —     

Other

     1,856         —          —           1,856         431         —          —           431   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

$ 2,752,796    $ (2,750,366 $ —      $ 2,430    $ 2,041,566    $ (2,039,605 $ —      $ 1,961   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
XML 164 R21.htm IDEA: XBRL DOCUMENT v2.4.1.9
Real Estate Acquired in Settlement of Loans
12 Months Ended
Dec. 31, 2014
Banking and Thrift [Abstract]  
Real Estate Acquired in Settlement of Loans

Note 14—Real Estate Acquired in Settlement of Loans

Following is a summary of financial information relating to REO:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance at beginning of period

   $ 138,942       $ 88,078       $ 80,570   

Purchases

     3,049         82         48   

Transfers from mortgage loans at fair value and advances

     364,945         185,061         112,642   

Transfers from REO under forward purchase agreements

     12,737         117         21,819   

Results of REO:

        

Valuation adjustments, net

     (45,476      (24,002      (16,942

Gain on sale, net

     13,498         10,531         16,440   
  

 

 

    

 

 

    

 

 

 
  (31,978   (13,471   (502

Proceeds from sales

  (184,467   (120,925   (126,499
  

 

 

    

 

 

    

 

 

 

Balance at end of period

$ 303,228    $ 138,942    $ 88,078   
  

 

 

    

 

 

    

 

 

 

At period end:

REO pledged to secure assets sold under agreements to repurchase

$ 138,284    $ 17,453    $ 9,061   
  

 

 

    

 

 

    

 

 

 

REO held in a consolidated subsidiary whose stock is pledged to secure financings of such properties

$ 12,365    $ 71,951    $ 14,773   
  

 

 

    

 

 

    

 

 

 
XML 165 R115.htm IDEA: XBRL DOCUMENT v2.4.1.9
Derivative Financial Instruments - Summary of Activity in Notional Amount of Derivative Contracts (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Forward sales contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, end of period $ 1,601,283invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
$ 3,588,027invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
 
Forward purchase contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, end of period 1,100,700invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
2,781,066invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
 
Eurodollar future sale contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, end of period 7,426,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
8,779,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
 
Eurodollar future purchase contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, end of period 800,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
 
Treasury future sale contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, end of period 85,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
105,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
 
Call options on interest rate futures [Member]      
Derivatives, Fair Value [Line Items]      
Balance, end of period 1,030,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
 
Put options on interest rate futures [Member]      
Derivatives, Fair Value [Line Items]      
Balance, end of period 275,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
52,500invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
 
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | Forward sales contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 3,588,027invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
4,266,983invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
756,691invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Additions 45,904,253pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
72,719,643pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
38,995,923pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Disposition/expirations (47,890,997)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(73,398,599)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(35,485,631)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Balance, end of period 1,601,283invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
3,588,027invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
4,266,983invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | Forward purchase contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 2,781,066invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
2,206,539invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
398,400invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Additions 33,418,838pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
56,191,824pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
23,800,622pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Disposition/expirations (35,099,204)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(55,617,297)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(21,992,483)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Balance, end of period 1,100,700invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
2,781,066invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
2,206,539invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | MBS put options [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 55,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
495,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
28,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Additions 2,087,500pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
3,335,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
2,585,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Disposition/expirations (1,802,500)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(3,775,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(2,118,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Balance, end of period 340,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
55,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
495,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | MBS call options [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 110,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
5,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Additions 230,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
2,310,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
90,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Disposition/expirations (340,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(2,200,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(95,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Balance, end of period 0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
110,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= us-gaap_CallOptionMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | Eurodollar future sale contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 8,779,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Additions 3,032,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
19,852,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Disposition/expirations (4,385,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(11,073,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Balance, end of period 7,426,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
8,779,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFutureSalesContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | Eurodollar future purchase contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Additions 4,087,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
660,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Disposition/expirations (3,287,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(660,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Balance, end of period 800,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_EurodollarFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | Treasury future sale contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 105,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Additions 482,600pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
180,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Disposition/expirations (502,600)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(75,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Balance, end of period 85,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
105,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | Treasury Future purchase contracts [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Additions 439,200pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
75,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Disposition/expirations (439,200)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(75,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Balance, end of period 0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_TreasuryFuturePurchaseContractsMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | Call options on interest rate futures [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
   
Additions 3,530,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
42,500pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Disposition/expirations (2,500,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(42,500)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Balance, end of period 1,030,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Mortgage loans acquired for sale, MSRs, mortgage loans at fair value held in a VIE and MBS securities [Member] | Put options on interest rate futures [Member]      
Derivatives, Fair Value [Line Items]      
Balance, beginning of period 52,500invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
0invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Additions 1,687,500pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
260,000pmt_DerivativeAcquiredDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Disposition/expirations (1,465,000)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
(207,500)pmt_DerivativeDispositionsOrExpirationsDuringPeriodNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
Balance, end of period $ 275,000invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
$ 52,500invest_DerivativeNotionalAmount
/ us-gaap_DerivativeInstrumentRiskAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAcquiredForSaleMortgageServicingRightsMortgageLoansAtFairValueHeldByVariableInterestEntityMember
 
XML 166 R26.htm IDEA: XBRL DOCUMENT v2.4.1.9
Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value

Note 19—Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value

Following is a summary of financial information relating to the asset-backed secured financing of the VIE:

 

     Year ended December 31,  
     2014     2013     2012  
     (dollars in thousands)  

During the year:

      

Weighted-average fair value

   $ 167,752      $ 43,108      $ —     

Interest expense

   $ 6,489      $ 1,612      $ —     

Weighted-average effective interest rate

     3.82     3.69     —     

At year end:

      

Fair value

   $ 165,920      $ 165,415      $ —     

Interest rate

     3.50     3.50     0.00

The Asset-backed secured financing of the variable interest entity is a non-recourse liability and secured solely by the assets of the VIE and not by any other assets of the Company. The assets of the VIE are the only source of funds for repayment of the certificates.

XML 167 R95.htm IDEA: XBRL DOCUMENT v2.4.1.9
Loan Sales and Variable Interest Entities - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
0 Months Ended
Sep. 30, 2013
Sep. 30, 2013
Statement of Financial Position [Abstract]    
Certificates issued $ 537.0us-gaap_ProceedsFromIssuanceOfDebt  
Weighted yield   3.90%pmt_WeightedAverageYield
Certificates retained   $ 366.8pmt_DebtInstrumentUnissued
XML 168 R49.htm IDEA: XBRL DOCUMENT v2.4.1.9
Earnings Per Share (Tables)
12 Months Ended
Dec. 31, 2014
Earnings Per Share [Abstract]  
Summary of Basic and Diluted Earnings per Share

The following table summarizes the basic and diluted earnings per share calculations:

 

     Year ended December 31,  
     2014      2013      2013  
     (in thousands except per share amounts)  

Basic earnings per share:

        

Net income

   $ 194,544       $ 200,190       $ 138,249   

Effect of participating securities—share-based compensation awards

     (1,830      (1,751      (1,433
  

 

 

    

 

 

    

 

 

 

Net income attributable to common shareholders

$ 192,714    $ 198,439    $ 136,816   
  

 

 

    

 

 

    

 

 

 

Weighted-average shares outstanding

  73,495      63,426      43,553   
  

 

 

    

 

 

    

 

 

 

Basic earnings per share

$ 2.62    $ 3.13    $ 3.14   
  

 

 

    

 

 

    

 

 

 

Diluted earnings per share:

Net income

$ 194,544    $ 200,190    $ 138,249   

Interest on Notes, net of income taxes

  8,456      5,556      —     
  

 

 

    

 

 

    

 

 

 

Net income attributable to diluted shareholders

$ 203,000    $ 205,746    $ 138,249   
  

 

 

    

 

 

    

 

 

 

Weighted-average shares outstanding

  73,495      63,426      43,553   

Potentially dilutive securities:

Shares issuable pursuant to exchange of the Notes

  8,418      5,647      —     

Shares issuable under share-based compensation plan

  298      375      323   
  

 

 

    

 

 

    

 

 

 

Diluted weighted-average number of shares outstanding

  82,211      69,448      43,876   
  

 

 

    

 

 

    

 

 

 

Diluted earnings per share

$ 2.47    $ 2.96    $ 3.14   
  

 

 

    

 

 

    

 

 

 
XML 169 R105.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Summary of Financial Statement Items Measured at Fair Value on Nonrecurring Basis (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Real estate asset acquired in settlement of loans $ 157,203pmt_RealEstateAcquiredThroughForeclosureRemeasuredDuringPeriod $ 63,043pmt_RealEstateAcquiredThroughForeclosureRemeasuredDuringPeriod
Real estate asset acquired in settlement of loans under forward purchase agreements   7,760pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreementsRemeasuredDuringPeriod
Mortgage servicing rights at lower of amortized cost or fair value 91,990pmt_MortgageServicingAssetsRemeasuredDuringPeriod 184,067pmt_MortgageServicingAssetsRemeasuredDuringPeriod
Total Assets 249,193us-gaap_AssetsFairValueDisclosureNonrecurring 254,870us-gaap_AssetsFairValueDisclosureNonrecurring
Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Real estate asset acquired in settlement of loans 0pmt_RealEstateAcquiredThroughForeclosureRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
0pmt_RealEstateAcquiredThroughForeclosureRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
Real estate asset acquired in settlement of loans under forward purchase agreements   0pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreementsRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
Mortgage servicing rights at lower of amortized cost or fair value 0pmt_MortgageServicingAssetsRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
0pmt_MortgageServicingAssetsRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
Total Assets 0us-gaap_AssetsFairValueDisclosureNonrecurring
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
0us-gaap_AssetsFairValueDisclosureNonrecurring
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Real estate asset acquired in settlement of loans 0pmt_RealEstateAcquiredThroughForeclosureRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
0pmt_RealEstateAcquiredThroughForeclosureRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
Real estate asset acquired in settlement of loans under forward purchase agreements   0pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreementsRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
Mortgage servicing rights at lower of amortized cost or fair value 0pmt_MortgageServicingAssetsRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
0pmt_MortgageServicingAssetsRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
Total Assets 0us-gaap_AssetsFairValueDisclosureNonrecurring
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
0us-gaap_AssetsFairValueDisclosureNonrecurring
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Real estate asset acquired in settlement of loans 157,203pmt_RealEstateAcquiredThroughForeclosureRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
63,043pmt_RealEstateAcquiredThroughForeclosureRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
Real estate asset acquired in settlement of loans under forward purchase agreements   7,760pmt_RealEstateAcquiredThroughForeclosureUnderForwardPurchaseAgreementsRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
Mortgage servicing rights at lower of amortized cost or fair value 91,990pmt_MortgageServicingAssetsRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
184,067pmt_MortgageServicingAssetsRemeasuredDuringPeriod
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
Total Assets $ 249,193us-gaap_AssetsFairValueDisclosureNonrecurring
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
$ 254,870us-gaap_AssetsFairValueDisclosureNonrecurring
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
XML 170 R41.htm IDEA: XBRL DOCUMENT v2.4.1.9
Supplemental Cash Flow Information
12 Months Ended
Dec. 31, 2014
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information

Note 34—Supplemental Cash Flow Information

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Cash paid for interest

   $ 94,116       $ 67,374       $ 31,693   

Income tax (refund) paid

   $ (6,562    $ (9,200    $ 12,700   

Non-cash investing activities:

        

Transfer of mortgage loans acquired for sale at fair value to mortgage loans at fair value held by variable interest entity

   $ —         $ 536,776       $ —     

Transfer of mortgage loans and advances to real estate acquired in settlement of loans

   $ 364,945       $ 185,061       $ 112,642   

Transfer of mortgage loans acquired for sale to mortgage loans at fair value

   $ —         $ —         $ 18   

Purchase of mortgage loans financed through forward purchase agreements

   $ 2,828       $ 246,605       $ 1,070   

Transfer of mortgage loans under forward purchase agreements to mortgage loans at fair value

   $ 205,902       $ 15,347       $ 117,913   

Transfer of mortgage loans under forward purchase agreements and advances to REO under forward purchase agreements

   $ 9,369       $ 9,448       $ 6,633   

Receipt of MSRs as proceeds from sales of loans

   $ 121,333       $ 183,032       $ 134,682   

Purchase of REO financed through forward purchase agreements

   $ —         $ 38       $ 249   

Receipt of ESS pursuant to recapture agreement with PFSI

   $ 7,343       $ —         $ —     

Transfer of REO under forward purchase agreements to REO

   $ 12,737       $ 117       $ 21,819   

Non-cash financing activities:

        

Purchase of mortgage loans financed through forward purchase agreements

   $ 2,828       $ 246,605       $ 1,070   

Purchase of REO financed through forward purchase agreements

   $ —         $ 38       $ 249   

Transfer of mortgage loans at fair value financed through agreements to repurchase to REO financed under agreements to repurchase

   $ 2,731       $ 44,395       $ —     

Dividends payable

   $ 45,894       $ 41,570       $ —     
XML 171 R107.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Quantitative Summary of Key Inputs Used in Valuation of Mortgage Loans and Mortgage Loans Under Forward Purchase Agreements at Fair Value (Detail)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Mortgage loans under forward purchase agreements [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discount rate 0.00%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
 
Twelve-month projected housing price index change 0.00%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
 
Prepayment speed 0.00%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
 
Total prepayment speed 0.00%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
 
Minimum [Member] | Mortgage loans at fair value [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discount rate 2.30%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
8.70%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Twelve-month projected housing price index change 4.00%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
2.50%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Prepayment speed 0.00%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
0.00%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Total prepayment speed 0.00%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
0.30%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Minimum [Member] | Mortgage loans under forward purchase agreements [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discount rate   9.50%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Twelve-month projected housing price index change   3.30%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Prepayment speed   1.10%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Total prepayment speed   13.40%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Maximum [Member] | Mortgage loans at fair value [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discount rate 15.00%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
16.90%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Twelve-month projected housing price index change 5.30%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
4.30%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Prepayment speed 6.50%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
3.90%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Total prepayment speed 27.90%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
33.90%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Maximum [Member] | Mortgage loans under forward purchase agreements [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discount rate   13.50%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Twelve-month projected housing price index change   4.20%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Prepayment speed   2.90%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Total prepayment speed   27.90%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Weighted average [Member] | Mortgage loans at fair value [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discount rate 7.70%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
12.70%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Twelve-month projected housing price index change 4.80%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
3.70%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Prepayment speed 3.10%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
2.00%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Total prepayment speed 21.60%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
24.30%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansAtFairValueMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Weighted average [Member] | Mortgage loans under forward purchase agreements [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discount rate 0.00%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
11.90%us-gaap_FairValueInputsDiscountRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Twelve-month projected housing price index change 0.00%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
3.80%pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Prepayment speed 0.00%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
2.20%us-gaap_FairValueInputsPrepaymentRate
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Total prepayment speed 0.00%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
22.80%pmt_FairValueInputsPrepaymentSpeed
/ us-gaap_FairValueByAssetClassAxis
= pmt_MortgageLoansUnderForwardPurchaseAgreementsMember
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
XML 172 R5.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statements of Changes in Shareholders' Equity (USD $)
In Thousands, except Share data
Total
Common Stock [Member]
Additional paid-in capital [Member]
Retained earnings [Member]
Balance, Amount at Dec. 31, 2011 $ 546,017us-gaap_StockholdersEquity $ 284us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
$ 518,272us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
$ 27,461us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Balance, Shares at Dec. 31, 2011   28,405,000us-gaap_SharesIssued
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Net income 138,249us-gaap_NetIncomeLoss     138,249us-gaap_NetIncomeLoss
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Share-based compensation, Amount 5,068us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition 2us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
5,066us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
 
Share-based compensation, Shares   163,000us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Dividends (94,821)us-gaap_DividendsCommonStock     (94,821)us-gaap_DividendsCommonStock
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Proceeds from issuance of common shares, Amount 608,184us-gaap_StockIssuedDuringPeriodValueNewIssues 303us-gaap_StockIssuedDuringPeriodValueNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
607,881us-gaap_StockIssuedDuringPeriodValueNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
 
Proceeds from issuance of common shares, Shares   30,336,000us-gaap_StockIssuedDuringPeriodSharesNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Underwriting and offering costs (1,361)us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts   (1,361)us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
 
Balance, Amount at Dec. 31, 2012 1,201,336us-gaap_StockholdersEquity 589us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
1,129,858us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
70,889us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Balance, Shares at Dec. 31, 2012   58,904,000us-gaap_SharesIssued
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Net income 200,190us-gaap_NetIncomeLoss     200,190us-gaap_NetIncomeLoss
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Share-based compensation, Amount 5,452us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition 3us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
5,449us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
 
Share-based compensation, Shares   254,000us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Dividends (189,138)us-gaap_DividendsCommonStock     (189,138)us-gaap_DividendsCommonStock
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Proceeds from issuance of common shares, Amount 261,595us-gaap_StockIssuedDuringPeriodValueNewIssues 113us-gaap_StockIssuedDuringPeriodValueNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
261,482us-gaap_StockIssuedDuringPeriodValueNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
 
Proceeds from issuance of common shares, Shares 0us-gaap_StockIssuedDuringPeriodSharesNewIssues 11,300,000us-gaap_StockIssuedDuringPeriodSharesNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Underwriting and offering costs (12,321)us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts   (12,321)us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
 
Balance, Amount at Dec. 31, 2013 1,467,114us-gaap_StockholdersEquity 705us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
1,384,468us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
81,941us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Balance, Shares at Dec. 31, 2013   70,458,000us-gaap_SharesIssued
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Net income 194,544us-gaap_NetIncomeLoss     194,544us-gaap_NetIncomeLoss
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Share-based compensation, Amount 5,752us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition 2us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
5,750us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
 
Share-based compensation, Shares   235,000us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Dividends (178,757)us-gaap_DividendsCommonStock     (178,757)us-gaap_DividendsCommonStock
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Proceeds from issuance of common shares, Amount 90,589us-gaap_StockIssuedDuringPeriodValueNewIssues 38us-gaap_StockIssuedDuringPeriodValueNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
90,551us-gaap_StockIssuedDuringPeriodValueNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
 
Proceeds from issuance of common shares, Shares 3,817,611us-gaap_StockIssuedDuringPeriodSharesNewIssues 3,817,000us-gaap_StockIssuedDuringPeriodSharesNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Underwriting and offering costs (1,070)us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts   (1,070)us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
 
Balance, Amount at Dec. 31, 2014 $ 1,578,172us-gaap_StockholdersEquity $ 745us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
$ 1,479,699us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
$ 97,728us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
Balance, Shares at Dec. 31, 2014   74,510,000us-gaap_SharesIssued
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
XML 173 R88.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Investment Activities - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Mortgage Loans on Real Estate [Line Items]  
Percentage of aggregate unpaid principal balance of loans 30.00%pmt_ServicingPortfolioPercentageOfAggregateUnpaidPrincipalBalance
Maximum [Member]  
Mortgage Loans on Real Estate [Line Items]  
Aggregate MSRs transferred 200,000pmt_MsrRecaptureCashSettlementOptionLimit
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
XML 174 R10.htm IDEA: XBRL DOCUMENT v2.4.1.9
Significant Accounting Policies
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]  
Significant Accounting Policies

Note 3—Significant Accounting Policies

PMT’s significant accounting policies are summarized below.

Consolidation

The consolidated financial statements include the accounts of PMT and all wholly-owned subsidiaries. PMT has no significant equity method or cost-basis investments. Intercompany accounts and transactions have been eliminated upon consolidation. The Company also consolidates assets and liabilities included in certain securitization transactions and forward purchase agreements as discussed below.

Securitizations

The Company enters into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”), which are trusts that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, the Company transfers mortgage loans on its balance sheet to an SPE, which then issues to investors various forms of interests in those assets. In a securitization transaction, the Company typically receives cash and/or interests in an SPE in exchange for the assets transferred by the Company.

SPEs are generally considered variable interest entities (“VIEs”). A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors at risk lack the ability to control the entity’s activities. Variable interests are investments or other interests that will absorb portions of a VIE’s expected losses or receive portions of the VIE’s expected residual returns.

The Company consolidates the assets and liabilities of VIEs of which the Company is the primary beneficiary. The primary beneficiary is the party that has both the power to direct the activities that most significantly impact the VIE and holds a variable interest that could potentially be significant to the VIE. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis.

 

The Company evaluates the securitization trust into which mortgage loans are sold to determine whether the entity is a VIE and whether the Company is the primary beneficiary and therefore whether it is required to consolidate the securitization trust. For the VIE consolidated by the Company, PMT determined it was the primary beneficiary of the VIE as it had the power, through its affiliate, PLS, in its role as servicer of the mortgage loans, to direct the activities of the trust that most significantly impact the trust’s economic performance and the retained subordinated and residual interest trust certificates expose the Company to potentially significant losses and returns.

The asset-backed securities issued by the consolidated VIE are backed by the expected cash flows from the underlying mortgage loans. Cash inflows from these mortgage loans are distributed to investors and service providers in accordance with the contractual priority of payments and, as such, most of these inflows must be directed first to service and repay the senior notes or certificates. After these senior obligations are settled, substantially all cash inflows will be directed to the subordinated notes until fully repaid and, thereafter, to the residual interest that the Company owns in the trust.

The Company retains interests in the securitization transaction, including senior and subordinated notes or certificates and residual interests issued by the VIE. The Company retains credit risk in the securitization because the Company’s retained interests include the most subordinated interests in the securitized assets, which are the first to absorb credit losses on those assets. The Company expects that any credit losses in the pools of securitized assets will likely be limited to the Company’s subordinated and residual retained interests. The Company has no obligation to repurchase or replace securitized assets that subsequently become delinquent or are otherwise in default other than pursuant to breaches of representations and warranties.

For financial reporting purposes, the mortgage loans and securities owned by the consolidated VIE are shown under a separate statement following the Company’s consolidated balance sheets. The securities issued to third parties by the consolidated VIE are classified as secured borrowings and shown as Asset-backed secured financing on the Company’s consolidated balance sheets. The Company includes the interest income earned on the loans owned at the VIE and interest expense attributable to the asset-backed securities issued by the VIE on its consolidated income statements.

Forward Purchase Agreements

The Company enters into transactions whereby it agrees to purchase identified pools of mortgage loans and real estate at a later date while assuming all of the responsibilities for servicing the loans and the risks and rewards relating to holding such mortgage loans as of a cutoff date that is before the loans are purchased. All of the changes in the fair value and cash flows of the assets subject to forward purchase agreements are attributable solely to the Company, and such cash flows can only be used to settle the related liability. Such transactions are referred to as forward purchase agreements. Under forward purchase agreements, the assets are held by the seller within a separate trust entity. The Manager has concluded that the Company is the primary beneficiary of those assets and therefore consolidates those assets and related liabilities in the separate trust entity.

The Company’s interests in the assets subject to forward purchase agreements are deemed to be contractually segregated from all other interests in the separate trust entity. When assets are contractually segregated, they are often referred to as a “silo.” For these transactions, the silo consists of the assets subject to forward purchase agreements and its related liability. The Company directs all of the activities that drive the economic results of the assets subject to forward purchase agreements.

The assets subject to forward purchase agreements are included on the Company’s consolidated balance sheet as Mortgage loans under forward purchase agreements at fair value and Real estate acquired in settlement of loans under forward purchase agreements and the related liabilities are included as Borrowings under forward purchase agreements.

Valuation of Financial Instruments

PMT groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. These levels are:

 

    Level 1—Quoted prices in active markets for identical assets or liabilities.

 

    Level 2—Prices determined or determinable using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and others.

 

   

Level 3—Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Company’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.

The valuation method used to estimate fair value may produce a fair value measurement that may not be indicative of ultimate realizable value. Furthermore, while the Manager believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or assumptions to estimate the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Those estimated values may differ significantly from the fair values that would have been used had a readily available market for such loans or investments existed, or had such loans or investments been liquidated, and those differences could be material to the financial statements.

The Manager incorporates lack of liquidity into its fair value estimates based on the type of asset or liability measured and the valuation method used. For example, for mortgage loans where the significant inputs have become unobservable due to illiquidity in the markets for distressed mortgage loans or non-Agency, non-conforming mortgage loans, PMT uses a discounted cash flow technique to estimate fair value. This technique incorporates forecasting of expected cash flows discounted at a market discount rate that is intended to reflect the lack of liquidity in the market.

Short-Term Investments

Short-term investments are carried at fair value with changes in fair value recognized in current period income. Short-term investments represent money market deposit accounts. The Company’s short-term investments are classified as a “Level 1” fair value financial statement item.

Mortgage-Backed Securities

The Company invests in Agency and non-Agency MBS. Purchases and sales of MBS and Agency debt are recorded as of the trade date. The Company’s investments in MBS are carried at fair value with changes in fair value recognized in current period income. Changes in fair value arising from amortization of purchase premiums and accrual of unearned discounts are recognized using the interest method as a component of Interest income. Changes in fair value arising from other factors are recognized as a component of Net gain (loss) on investments.

The Company categorizes its investments in Agency MBS and senior non-Agency MBS as “Level 2” fair value financial statement items.

Interest Income Recognition

Interest income on MBS is recognized over the life of the security using the interest method. The Manager estimates, at the time of purchase, the future expected cash flows and determines the effective interest rate based on the estimated cash flows and the security’s purchase price. The Manager updates its cash flow estimates monthly.

Estimating cash flows requires a number of inputs that are subject to uncertainties, including the rate and timing of principal payments (including prepayments, repurchases, defaults and liquidations), the pass-through or coupon interest rate, interest rate fluctuations, interest payment shortfalls due to delinquencies on the underlying mortgage loans, the likelihood of modification and the timing of the magnitude of credit losses on the mortgage loans underlying the securities. The Manager applies its judgment in developing its estimates. However, these uncertainties are difficult to predict; therefore, the outcome of future events will affect the Company’s estimates and interest income.

Mortgage Loans

Mortgage loans and mortgage loans under forward purchase agreements are carried at their fair values. Changes in the fair value of mortgage loans are recognized in current period income. All changes in fair value, including changes arising from the passage of time, are recognized as a component of Net gain (loss) on investments for mortgage loans classified as mortgage loans at fair value and mortgage loans under forward purchase agreements at fair value and Net gain on mortgage loans acquired for sale for mortgage loans classified as mortgage loans acquired for sale at fair value.

Mortgage loans held by variable interest entity are carried at their fair values. Changes in the fair value of mortgage loans held by variable interest entity are recognized in current period income as a component of Net gain (loss) on investments. Changes in fair value relating to accrual of unearned discounts and amortization of purchase premiums are accrued or amortized to interest income using the interest method over the estimated remaining life of the loans including anticipated prepayments.

 

Sale Recognition

The Company purchases from and sells mortgage loans into the secondary mortgage market without recourse for credit losses. However, the Company maintains continuing involvement with the loans in the form of servicing arrangements and liability under representations and warranties it makes to purchasers and insurers of the loans.

The Company recognizes transfers of mortgage loans as sales based on whether the transfer is made to a VIE:

 

    For mortgage loans that are not transferred to a VIE, the Company recognizes the transfer as a sale when it surrenders control over the mortgage loans. Control over transferred mortgage loans is deemed to be surrendered when (i) the mortgage loans have been isolated from the Company, (ii) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred mortgage loans, and (iii) the Company does not maintain effective control over the transferred mortgage loans through either (a) an agreement that entitles and obligates the Company to repurchase or redeem them before their maturity or (b) the ability to unilaterally cause the holder to return specific mortgage loans.

 

    For mortgage loans that are transferred to a VIE, the Company recognizes the transfer as a sale when the Manager determines that the Company is not the primary beneficiary of the VIE, as the Company does not have the power to direct the activities that will have the most significant economic impact on the VIE and/or does not hold a variable interest that could potentially be significant to the VIE.

Interest Income Recognition

The Company has the ability but not the intent to hold mortgage loans acquired for sale, mortgage loans at fair value and mortgage loans under forward purchase agreements, excluding mortgage loans held in a VIE, for the foreseeable future. Therefore, interest income on mortgage loans acquired for sale and mortgage loans at fair value is recognized over the life of the loans using their contractual interest rates.

The Company has both the ability and intent to hold mortgage loans held in a VIE for the foreseeable future. Therefore, interest income on mortgage loans held in a variable interest entity is recognized over the estimated remaining life of the mortgage loans using the interest method. Unearned discounts and purchase premiums are accrued and amortized to interest income using the effective interest rate inherent in the estimated cash flows inherent in the mortgage loans.

Income recognition is suspended and the accrued unpaid interest receivable is reversed against interest income when loans become 90 days delinquent, or when, in the Manager’s opinion, a full recovery of income and principal becomes doubtful. Income recognition is resumed when the loan becomes contractually current.

Derivative Financial Instruments

In its loan origination activities, the Company makes contractual commitments to loan applicants to originate mortgages at specified interest rates (“interest rate lock commitments” or “IRLCs”). These commitments are accounted for as derivative financial instruments. The Company manages the risk created by IRLCs relating to mortgage loans acquired for sale by entering into forward sale agreements to sell the mortgage loans and by the purchase and sale of interest rate options and futures. Such agreements are also accounted for as derivative financial instruments. These instruments may also be used to manage the risk created by changes in interest rates on certain of the MBS and MSRs the Company holds. The Company classifies its IRLCs as “Level 3” fair value financial statement items and the derivative financial instruments it acquires to manage the risks created by IRLCs and holding MBS, mortgage loans pending sale and MSRs as “Level 1” or “Level 2” fair value financial statement items.

The Company accounts for its derivative financial instruments as free-standing derivatives. The Company does not designate its derivative financial instruments for hedge accounting. All derivative financial instruments are recognized on the balance sheet at fair value with changes in fair value being reported in current period income. The fair value of the Company’s derivative financial instruments is included in Derivative assets and Derivative liabilities and changes in fair value are included in Net gain on mortgage loans acquired for sale, in Net gain on investments or in Net loan servicing fees, as applicable, in the Company’s consolidated statements of income.

When the Company has master netting agreements with its derivatives counterparties, the Company nets its counterparty positions along with any cash collateral received from or delivered to the counterparty.

 

Mortgage Servicing Rights

MSRs arise from contractual agreements between the Company and investors (or their agents) in mortgage securities and mortgage loans. Under these contracts, the Company is obligated to provide loan servicing functions in exchange for fees and other remuneration. The servicing functions typically performed include, among other responsibilities, collecting and remitting loan payments; responding to borrower inquiries; accounting for principal and interest, holding custodial (impound) funds for payment of property taxes and insurance premiums; counseling delinquent mortgagors; and supervising the acquisition and disposition of REO. The Company has engaged PFSI to provide these services on its behalf.

The fair value of MSRs is derived from the net positive cash flows associated with the servicing contracts. The Company receives a servicing fee ranging generally from 0.250% to 0.375% annually on the remaining outstanding principal balances of the loans. The servicing fees are collected from the monthly payments made by the mortgagors. The Company generally receives other remuneration including rights to various mortgagor-contracted fees such as late charges and collateral reconveyance charges and the Company is generally entitled to retain the interest earned on funds held pending remittance of mortgagor principal, interest, tax and insurance payments.

The Company recognizes MSRs initially at their fair values, either as proceeds from sales of mortgage loans where the Company assumes the obligation to service the loan in the sale transaction, or from the purchase of MSRs. The precise fair value of MSRs is difficult to determine because MSRs are not actively traded in observable stand-alone markets. Considerable judgment is required to estimate the fair values of these assets and the exercise of such judgment can significantly affect the Company’s earnings. Therefore, the Company classifies its MSRs as “Level 3” fair value financial statement items.

The Company accounts for MSRs at either the asset’s fair value with changes in fair value recorded in current period earnings or using the amortization method with the MSRs carried at the lower of amortized cost or fair value based on the class of MSR. The Company has identified two classes of MSRs: originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5%; and MSRs backed by mortgage loans with initial interest rates of more than 4.5%. The Company’s subsequent accounting for MSRs is based on the class of MSRs. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method. Originated MSRs backed by loans with initial interest rates of more than 4.5% are accounted for at fair value with changes in fair value recorded in current period income.

MSRs Accounted for Using the MSR Amortization Method

The Company amortizes MSRs that are accounted for using the MSR amortization method. MSR amortization is determined by applying the ratio of the net MSR cash flows projected for the current period to the estimated total remaining net MSR cash flows. The estimated total net MSR cash flows are determined at the beginning of each month using prepayment inputs applicable at that time.

The Company periodically assesses MSRs accounted for using the amortization method for impairment. Impairment occurs when the current fair value of the MSR falls below the asset’s carrying value (carrying value is the amortized cost reduced by any related valuation allowance). If MSRs are impaired, the impairment is recognized in current-period earnings and the carrying value of the MSRs is adjusted through a valuation allowance. If the fair value of impaired MSRs subsequently increases, the Company recognizes the increase in fair value in current-period earnings and adjusts the carrying value of the MSRs through a reduction in the valuation allowance to adjust the carrying value only to the extent of the valuation allowance.

The Company stratifies its MSRs by risk characteristic when evaluating for impairment. For purposes of performing its MSR impairment evaluation, the Company stratifies its servicing portfolio on the basis of certain risk characteristics including loan type (fixed-rate or adjustable-rate) and note interest rate. Fixed-rate mortgage loans are stratified into note interest rate pools of 50 basis points for note interest rates between 3.0% and 4.5% and a single pool for note interest rates below 3%. Adjustable rate mortgage loans with initial interest rates of 4.5% or less are evaluated in a single pool. If the fair value of MSRs in any of the note interest rate pools is below the carrying value of the MSRs for that pool, impairment is recognized to the extent of the difference between the fair value and the existing carrying value for that pool.

The Manager periodically reviews the various impairment strata to determine whether the fair value of the impaired MSRs in a given stratum is likely to recover. When the Manager deems recovery of the fair value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for that stratum to its estimated recoverable value is charged to the valuation allowance.

Amortization and impairment of MSRs are included in current period income as a component of Net loan servicing fees.

 

MSRs Accounted for at Fair Value

Changes in fair value of MSRs accounted for at fair value are recognized in current period income as a component of Net loan servicing fees.

Excess Servicing Spread

The Company has acquired the right to receive the ESS related to MSRs owned by PFSI. ESS is carried at its fair value. Changes in fair value are recognized in current period income in Net gain on investments. Because the ESS is a claim to a portion of the cash flows from MSRs, the fair value measurement of the ESS is similar to that of MSRs. The Company categorizes ESS as a “Level 3” financial statement item. The Company uses a discounted cash flow approach to estimate the fair value of ESS. The key inputs used in the estimation of the fair value of ESS include prepayment speed and discount rate. Significant changes to those inputs in isolation may result in a significant change in the ESS fair value measurement. Changes in these key inputs are not necessarily directly related.

Interest Income Recognition

Interest income for ESS is accrued using the interest method, based upon the expected yield from the ESS through the expected life of the underlying mortgages. Changes to expected interest yield result in a change in fair value which is recorded in Interest income.

Real Estate Acquired in Settlement of Loans

REO is measured at the lower of the acquisition cost of the property (as measured by cost in the case of purchased REO; or the fair value of the mortgage loan immediately before acquisition in the case of acquisition in settlement of a loan) or its fair value reduced by estimated costs to sell. REO is categorized as a “Level 3” fair value financial statement item. Changes in fair value to levels that are less than or equal to acquisition cost and gains or losses on sale of REO are recognized in the consolidated statements of income under the caption Results of real estate acquired in settlement of loans.

Assets Sold Under Agreements to Repurchase

Assets sold under agreements to repurchase are carried at historical cost. Costs of creating the facilities underlying the agreements are recognized as deferred charges in Other assets and amortized to Interest expense over the term of the borrowing facility on the straight-line basis.

Asset-Backed Secured Financing at Fair Value

In conjunction with the on-balance sheet securitization, the certificates issued to nonaffiliates by the VIE are recorded as a financing arrangement. Those certificates issued to nonaffiliates have the right to receive principal and interest payments of the mortgage loans held by the consolidated VIE. Asset-backed secured financings are carried at fair value. Changes in fair value are recognized in current period income as a component of Net gain on investments. The Company categorizes asset-backed secured financing at fair value as a “Level 2” fair value financial statement items.

Liability for Losses Under Representation and Warranties

The Company’s agreements with the Agencies include representations and warranties related to the mortgage loans the Company sells to the Agencies. The representations and warranties require adherence to Agency origination and underwriting guidelines, including but not limited to the validity of the lien securing the mortgage loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

In the event of a breach of its representations and warranties, the Company may be required to either repurchase the mortgage loans with the identified defects or indemnify the investor or insurer. In such cases, the Company bears any subsequent credit loss on the mortgage loans. The Company’s credit loss may be reduced by any recourse it has to correspondent lenders that, in turn, had sold such mortgage loans to the Company and breached similar or other representations and warranties. In such event, the Company has the right to seek a recovery of related repurchase losses from that correspondent lender.

 

The Company records a provision for losses relating to representations and warranties as part of its loan sale transactions. The method used to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, estimated future defaults and loan repurchase rates, the estimated severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. The Company establishes a liability at the time loans are sold and periodically updates its liability estimate. The level of the liability for representations and warranties is reviewed and approved by the Manager’s management credit committee.

The level of the liability for representations and warranties is difficult to estimate and requires considerable management judgment. The level of mortgage loan repurchase losses is dependent on economic factors, investor demand strategies, and other external conditions that may change over the lives of the underlying loans, The Company’s representations and warranties are generally not subject to stated limits of exposure. However, the Manager believes that the current unpaid principal balance of loans sold by the Company to date represents the maximum exposure to repurchases related to representations and warranties. The Manager believes the range of reasonably possible losses in relation to the recorded liability is not material to the Company’s financial condition or results of operations.

Underwriting Commissions and Offering Costs

Underwriting commissions and offering costs incurred in connection with the Company’s share offerings are reflected as a reduction of additional paid-in capital. Contingent offering costs that are deemed by the Manager as probable of being paid are recorded as a reduction of additional paid-in capital.

Loan Servicing Fees

Loan servicing fees and other remuneration are received by the Company for servicing mortgage loans. Loan servicing fees are recorded net of Agency guarantee fees paid by the Company. Loan servicing fees are recognized as earned over the life of the loans in the servicing portfolio. Loan servicing fees are deemed to be earned when they are collected.

Share-Based Compensation

The Company amortizes the fair value of previously granted share-based awards to compensation expense over the vesting period using the graded vesting method. Expense relating to share-based awards is included in Compensation in the consolidated statements of income.

The Company estimates the value of restricted share units awarded with reference to the fair value of its common shares on the date of the award. How the fair value of Company common shares is used in determining restricted share unit awards’ fair values depends on whether the restricted share units participate in Company dividends in the form of dividend equivalents.

 

    Fair value of restricted share unit awards that participate in dividends in the form of dividend equivalents is determined at the Company’s closing share price on the date of the award.

 

    Fair value of restricted share unit awards that do not participate in dividends is estimated by reducing the closing price of the Company’s common shares on the date of the award by the amount of expected shareholder distributions that the grantees will not receive during the vesting period, discounted at an appropriate risk-free rate of return. The amount of the reduction for anticipated distributions is based on amounts included in the Manager’s earnings forecast.

The Company determines the fair value of its share-based compensation awards depending on whether the awards are made to its trustees and officers or to non-employees such as officers and employees of affiliates:

 

    Compensation cost is generally fixed at the fair value of the award date for awards to officers and trustees of the Company.

 

    Compensation cost for share-based compensation awarded to non-officers or trustees of the Company is adjusted to reflect changes in the fair value of awards in each subsequent reporting period until the award has vested, the service being provided is subsequently completed, or, under certain circumstances, is likely to be completed, whichever occurs first.

The Manager’s estimates of compensation costs reflect the expected portion of share-based compensation awards that the Manager expects to vest.

 

Income Taxes

The Company has elected to be taxed as a REIT and the Manager believes the Company complies with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, the Manager believes the Company will not be subject to federal income tax on that portion of its REIT taxable income that is distributed to shareholders as long as certain asset, income and share ownership tests are met. If PMT fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of the Company’s REIT qualification.

The Company’s taxable REIT subsidiaries are subject to federal and state income taxes. Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which the Manager expects those temporary differences to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs.

Subject to the Manager’s judgment, a valuation allowance is established if realization of deferred tax assets is not more likely than not. The Company recognizes a tax benefit relating to tax positions it takes only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. A tax position that meets this standard is recognized as the largest amount that exceeds 50 percent likelihood of being realized upon settlement. The Company will classify any penalties and interest as a component of income tax expense.

As of December 31, 2014 and 2013, the Company was not under examination by any federal or state income taxing authority.

XML 175 R163.htm IDEA: XBRL DOCUMENT v2.4.1.9
Parent Company Information - Condensed Balance Sheets (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
ASSETS                    
Short-term investment $ 139,900us-gaap_ShortTermInvestments       $ 92,398us-gaap_ShortTermInvestments          
Other assets 66,193us-gaap_OtherAssets       66,192us-gaap_OtherAssets          
Total assets 4,904,296us-gaap_Assets 4,604,813us-gaap_Assets 4,869,745us-gaap_Assets 4,227,537us-gaap_Assets 4,310,917us-gaap_Assets 4,249,231us-gaap_Assets 3,443,384us-gaap_Assets 2,927,160us-gaap_Assets 2,559,663us-gaap_Assets  
LIABILITIES                    
Accounts payable and accrued liabilities 67,806us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent       71,561us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent          
Income taxes payable 51,417us-gaap_AccruedIncomeTaxes       59,935us-gaap_AccruedIncomeTaxes          
Total liabilities 3,326,124us-gaap_Liabilities 3,016,772us-gaap_Liabilities 3,292,585us-gaap_Liabilities 2,684,255us-gaap_Liabilities 2,843,803us-gaap_Liabilities 2,754,466us-gaap_Liabilities 2,199,203us-gaap_Liabilities 1,704,731us-gaap_Liabilities    
Shareholders' equity 1,578,172us-gaap_StockholdersEquity 1,588,041us-gaap_StockholdersEquity 1,577,160us-gaap_StockholdersEquity 1,543,282us-gaap_StockholdersEquity 1,467,114us-gaap_StockholdersEquity 1,494,765us-gaap_StockholdersEquity 1,244,181us-gaap_StockholdersEquity 1,222,429us-gaap_StockholdersEquity 1,201,336us-gaap_StockholdersEquity 546,017us-gaap_StockholdersEquity
Total liabilities and shareholders' equity 4,904,296us-gaap_LiabilitiesAndStockholdersEquity 4,604,813us-gaap_LiabilitiesAndStockholdersEquity 4,869,745us-gaap_LiabilitiesAndStockholdersEquity 4,227,537us-gaap_LiabilitiesAndStockholdersEquity 4,310,917us-gaap_LiabilitiesAndStockholdersEquity 4,249,231us-gaap_LiabilitiesAndStockholdersEquity 3,443,384us-gaap_LiabilitiesAndStockholdersEquity 2,927,160us-gaap_LiabilitiesAndStockholdersEquity    
PennyMac Mortgage Investment Trust [Member]                    
ASSETS                    
Short-term investment 506us-gaap_ShortTermInvestments
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      1,340us-gaap_ShortTermInvestments
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Investments in subsidiaries 1,637,927us-gaap_InvestmentsInAffiliatesSubsidiariesAssociatesAndJointVentures
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      1,527,213us-gaap_InvestmentsInAffiliatesSubsidiariesAssociatesAndJointVentures
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Receivables from subsidiaries 261pmt_ReceivablesFromSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      16pmt_ReceivablesFromSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Other assets 522us-gaap_OtherAssets
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      521us-gaap_OtherAssets
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Total assets 1,639,216us-gaap_Assets
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      1,529,090us-gaap_Assets
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
LIABILITIES                    
Dividends payable 45,482pmt_DividendPayable
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      41,570pmt_DividendPayable
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Accounts payable and accrued liabilities 2,988us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      3,825us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Due to affiliates 1,548us-gaap_DueToAffiliateNoncurrent
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      1,788us-gaap_DueToAffiliateNoncurrent
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Payables to subsidiaries 338pmt_PayablesToSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      378pmt_PayablesToSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Income taxes payable 126us-gaap_AccruedIncomeTaxes
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      67us-gaap_AccruedIncomeTaxes
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Total liabilities 50,482us-gaap_Liabilities
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      47,628us-gaap_Liabilities
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Shareholders' equity 1,588,734us-gaap_StockholdersEquity
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      1,481,462us-gaap_StockholdersEquity
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
Total liabilities and shareholders' equity $ 1,639,216us-gaap_LiabilitiesAndStockholdersEquity
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
      $ 1,529,090us-gaap_LiabilitiesAndStockholdersEquity
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
         
XML 176 R58.htm IDEA: XBRL DOCUMENT v2.4.1.9
Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements (Tables)
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Summary of Activity in REO under Forward Purchase Agreements

Following is a summary of the activity in REO under forward purchase agreements:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Balance at beginning of period

   $ 9,138       $ —         $ 22,979   

Purchases

     68         4         249   

Transfers from mortgage loans under forward purchase agreements at fair value and advances

     9,369         9,922         6,633   

Transfers to REO

     (12,737      (117      (21,819

Results of REO under forward purchase agreements:

        

Valuation adjustments, net

     (779      (112      (449

Gain on sale, net

     306         92         2,319   
  

 

 

    

 

 

    

 

 

 
  (473   (20   1,870   

Proceeds from sales

  (5,365   (651   (9,912
  

 

 

    

 

 

    

 

 

 

Balance at end of period

$ —      $ 9,138    $ —     
  

 

 

    

 

 

    

 

 

 
XML 177 R82.htm IDEA: XBRL DOCUMENT v2.4.1.9
Transactions with Related Parties - Management Fees - Additional Information (Detail) (USD $)
In Billions, unless otherwise specified
12 Months Ended 0 Months Ended
Dec. 31, 2014
Feb. 01, 2013
Mortgage Loans on Real Estate [Line Items]    
Base management fee annual rate 1.50%pmt_RelatedPartyBaseManagementFeeAsPercentageOfStockHoldersEquity  
Performance incentive fee 20.00%pmt_PerformanceFeesAllocationPercentageToPartnership  
Hurdle rate 8.00%pmt_AbsoluteReturnToShareholdersHurdle  
Performance incentive fee description The performance incentive fee is calculated quarterly and is equal to (a) 10% of the amount by which net income for the quarter exceeds (i) an 8% return on equity plus the high watermark, up to (ii) a 12% return on equity; plus (b) 15% of the amount by which net income for the quarter exceeds (i) a 12% return on equity plus the high watermark, up to (ii) a 16% return on equity; plus (c) 20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark.  
Percentage of change in net income due to quarterly adjustments 8.00%pmt_PercentageOfChangeInNetIncomeLoss  
Termination fees, description The termination fee is equal to three times the sum of (a) the average annual base management fee, and (b) the average annual performance incentive fee earned by PFSI, in each case during the 24-month period before termination.  
Maximum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Percentage of performance incentive fee paid in Company's common shares 50.00%pmt_PercentageOfPerformanceIncentiveFeePaidInCommonShares
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
 
1.5% per annum of stockholders equity [Member]    
Mortgage Loans on Real Estate [Line Items]    
Base management fee annual rate   1.50%pmt_RelatedPartyBaseManagementFeeAsPercentageOfStockHoldersEquity
/ us-gaap_TradingActivityByTypeAxis
= pmt_OnePointFivePercentOfStockholdersEquityMember
1.5% per annum of stockholders equity [Member] | Maximum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Base management fee shareholders' equity limit   2pmt_BaseManagementFeeShareholdersEquityLimit
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
/ us-gaap_TradingActivityByTypeAxis
= pmt_OnePointFivePercentOfStockholdersEquityMember
1.375% per annum of stockholders equity [Member]    
Mortgage Loans on Real Estate [Line Items]    
Base management fee annual rate   1.375%pmt_RelatedPartyBaseManagementFeeAsPercentageOfStockHoldersEquity
/ us-gaap_TradingActivityByTypeAxis
= pmt_OnePointThreeSevenFivePercentOfStockholdersEquityMember
1.375% per annum of stockholders equity [Member] | Maximum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Base management fee shareholders' equity limit   5pmt_BaseManagementFeeShareholdersEquityLimit
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
/ us-gaap_TradingActivityByTypeAxis
= pmt_OnePointThreeSevenFivePercentOfStockholdersEquityMember
1.375% per annum of stockholders equity [Member] | Minimum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Base management fee shareholders' equity limit   2pmt_BaseManagementFeeShareholdersEquityLimit
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
/ us-gaap_TradingActivityByTypeAxis
= pmt_OnePointThreeSevenFivePercentOfStockholdersEquityMember
1.25% per annum of stockholders equity [Member]    
Mortgage Loans on Real Estate [Line Items]    
Base management fee annual rate   1.25%pmt_RelatedPartyBaseManagementFeeAsPercentageOfStockHoldersEquity
/ us-gaap_TradingActivityByTypeAxis
= pmt_OnePointTwoFivePercentOfStockholdersEquityMember
1.25% per annum of stockholders equity [Member] | Minimum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Base management fee shareholders' equity limit   5pmt_BaseManagementFeeShareholdersEquityLimit
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
/ us-gaap_TradingActivityByTypeAxis
= pmt_OnePointTwoFivePercentOfStockholdersEquityMember
Net income exceeds 10% [Member]    
Mortgage Loans on Real Estate [Line Items]    
Percentage of net income for calculation of performance incentive fees 10.00%pmt_PercentageOfConsolidatedNetIncome
/ us-gaap_TradingActivityByTypeAxis
= pmt_NetIncomeExceedsTenPercentageMember
 
Percentage of return on equity 12.00%pmt_PercentageOfReturnOnEquity
/ us-gaap_TradingActivityByTypeAxis
= pmt_NetIncomeExceedsTenPercentageMember
 
Net income exceeds 10% [Member] | Maximum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Percentage of return on equity 8.00%pmt_PercentageOfReturnOnEquity
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
/ us-gaap_TradingActivityByTypeAxis
= pmt_NetIncomeExceedsTenPercentageMember
 
Net income exceeds 15% [Member]    
Mortgage Loans on Real Estate [Line Items]    
Percentage of net income for calculation of performance incentive fees 15.00%pmt_PercentageOfConsolidatedNetIncome
/ us-gaap_TradingActivityByTypeAxis
= pmt_NetIncomeExceedsFifteenPercentageMember
 
Percentage of return on equity 16.00%pmt_PercentageOfReturnOnEquity
/ us-gaap_TradingActivityByTypeAxis
= pmt_NetIncomeExceedsFifteenPercentageMember
 
Net income exceeds 15% [Member] | Maximum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Percentage of return on equity 12.00%pmt_PercentageOfReturnOnEquity
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
/ us-gaap_TradingActivityByTypeAxis
= pmt_NetIncomeExceedsFifteenPercentageMember
 
Net income exceeds 20% [Member]    
Mortgage Loans on Real Estate [Line Items]    
Percentage of net income for calculation of performance incentive fees 20.00%pmt_PercentageOfConsolidatedNetIncome
/ us-gaap_TradingActivityByTypeAxis
= pmt_NetIncomeExceedsTwentyPercentageMember
 
Net income exceeds 20% [Member] | Maximum [Member]    
Mortgage Loans on Real Estate [Line Items]    
Percentage of return on equity 16.00%pmt_PercentageOfReturnOnEquity
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
/ us-gaap_TradingActivityByTypeAxis
= pmt_NetIncomeExceedsTwentyPercentageMember
 
XML 178 R106.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Summary of Total Gains (Losses) Recognized on Assets Measured at Fair Values on Nonrecurring Basis (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Fair Value Disclosures [Abstract]      
Real estate asset acquired in settlement of loans $ (24,896)pmt_RealEstateAcquiredThroughForeclosureGainsLossesRecognized $ (11,856)pmt_RealEstateAcquiredThroughForeclosureGainsLossesRecognized  
Real estate asset acquired in settlement of loans under forward purchase agreements 0pmt_RealEstateAcquiredSettlementOfLoanUnderForwardPurchaseAgreementGainsLossesRecognized (86)pmt_RealEstateAcquiredSettlementOfLoanUnderForwardPurchaseAgreementGainsLossesRecognized  
Mortgage servicing rights at lower of amortized cost or fair value (5,138)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisionsRecoveries 4,970us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisionsRecoveries (7,547)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisionsRecoveries
Total assets, gains (losses) recognized $ (30,034)pmt_AssetsGainsLossesRecognized $ (6,972)pmt_AssetsGainsLossesRecognized  
XML 179 R69.htm IDEA: XBRL DOCUMENT v2.4.1.9
Net Interest Income (Tables)
12 Months Ended
Dec. 31, 2014
Banking and Thrift, Interest [Abstract]  
Summary of Net Interest Income

Net interest income is summarized for the periods presented below:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Interest income:

        

Short-term investments

   $ 604       $ 542       $ 42   

Mortgage-backed securities

     8,226         2,138         2,084   

Agency debt securities

     —           222         —     

Mortgage loans acquired for sale at fair value

     23,974         33,726         19,731   

Mortgage loans at fair value

     122,620         81,275         49,462   

Mortgage loans under forward purchase agreements

     3,584         3,659         996   

Excess servicing spread purchased from PFSI, at fair value

     13,292         1,091         —     

Other

     48         209         126   
  

 

 

    

 

 

    

 

 

 
  172,348      122,862      72,441   
  

 

 

    

 

 

    

 

 

 

Interest expense:

Assets sold under agreements to repurchase

  58,304      47,790      28,025   

Mortgage loans participation and sale agreement

  912      —        —     

Borrowings under forward purchase agreements

  2,363      3,707      2,396   

Asset-backed secured financing

  6,490      1,612      —     

Exchangeable senior notes

  14,358      9,580      —     

Note payable secured by mortgage loans at fair value

  —        —        113   

Other

  3,162      2,533      1,108   
  

 

 

    

 

 

    

 

 

 
  85,589      65,222      31,642   
  

 

 

    

 

 

    

 

 

 

Net interest income

$ 86,759    $ 57,640    $ 40,799   
  

 

 

    

 

 

    

 

 

 
XML 180 R27.htm IDEA: XBRL DOCUMENT v2.4.1.9
Exchangeable Senior Notes
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Exchangeable Senior Notes

Note 20—Exchangeable Senior Notes

PMC issued in a private offering $250 million aggregate principal amount of Notes due May 1, 2020. The Notes bear interest at a rate of 5.375% per year, payable semiannually. The Notes are exchangeable into common shares of the Company at a rate of 33.6699 common shares per $1,000 principal amount of the Notes, which exchange rate increased from the initial exchange rate of 33.5149. The increase in the calculated exchange rate was the result of cash dividends exceeding the dividend threshold amount of $0.57 per share as provided in the related indenture.

 

Following is financial information relating to the Notes:

 

     Year ended December 31,  
     2014      2013      2012  
     (dollars in thousands)  

During the year:

        

Weighted-average balance

   $ 250,000       $ 168,493       $ —     

Interest expense (2)

   $ 14,357       $ 9,580       $ —     

At year end:

        

Balance

   $ 250,000       $ 250,000       $ —     

Unamortized issuance costs (1)

   $ 5,921       $ 6,800       $ —     

 

(1) Unamortized issuance costs are included in Other assets in the consolidated balance sheets.
(2) Total interest expense includes amortization of debt issuance costs of $920,000 and $584,000 during the year ended December 31, 2014 and December 31, 2013, respectively.
XML 181 FilingSummary.xml IDEA: XBRL DOCUMENT 2.4.1.9 Html 600 712 1 false 159 0 false 6 false false R1.htm 1001 - Document - Document and Entity Information Sheet http://www.pennymac-reit.com/taxonomy/role/DocumentandEntityInformation Document and Entity Information true false R2.htm 1003 - Statement - Consolidated Balance Sheets Sheet http://www.pennymac-reit.com/taxonomy/role/StatementOfFinancialPositionUnclassified-SecuritiesBasedOperations Consolidated Balance Sheets false false R3.htm 1004 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://www.pennymac-reit.com/taxonomy/role/StatementOfFinancialPositionUnclassified-SecuritiesBasedOperationsParenthetical Consolidated Balance Sheets (Parenthetical) false false R4.htm 1005 - Statement - Consolidated Statements of Income Sheet http://www.pennymac-reit.com/taxonomy/role/StatementOfIncome Consolidated Statements of Income false false R5.htm 1006 - Statement - Consolidated Statements of Changes in Shareholders' Equity Sheet http://www.pennymac-reit.com/taxonomy/role/StatementOfShareholdersEquityAndOtherComprehensiveIncome Consolidated Statements of Changes in Shareholders' Equity false false R6.htm 1007 - Statement - Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) Sheet http://www.pennymac-reit.com/taxonomy/role/StatementOfShareholdersEquityAndOtherComprehensiveIncomeParenthetical Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) false false R7.htm 1008 - Statement - Consolidated Statements of Cash Flows Sheet http://www.pennymac-reit.com/taxonomy/role/StatementOfCashFlowsIndirectDepositBasedOperations Consolidated Statements of Cash Flows false false R8.htm 1009 - Disclosure - Organization and Basis of Presentation Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsOrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock Organization and Basis of Presentation false false R9.htm 1010 - Disclosure - Concentration of Risks Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsConcentrationRiskDisclosureTextBlock Concentration of Risks false false R10.htm 1011 - Disclosure - Significant Accounting Policies Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlock Significant Accounting Policies false false R11.htm 1012 - Disclosure - Transactions with Related Parties Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsRelatedPartyTransactionsDisclosureTextBlock Transactions with Related Parties false false R12.htm 1013 - Disclosure - Earnings Per Share Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsEarningsPerShareTextBlock Earnings Per Share false false R13.htm 1014 - Disclosure - Loan Sales and Variable Interest Entities Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsLoanSalesDisclosureTextBlock Loan Sales and Variable Interest Entities false false R14.htm 1015 - Disclosure - Netting of Financial Instruments Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsOffsettingAssetsAndLiabilitiesTextBlock Netting of Financial Instruments false false R15.htm 1016 - Disclosure - Fair Value Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsFairValueDisclosuresTextBlock Fair Value false false R16.htm 1017 - Disclosure - Short-Term Investments Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsCashCashEquivalentsAndShortTermInvestmentsTextBlock Short-Term Investments false false R17.htm 1018 - Disclosure - Mortgage Loans Acquired for Sale at Fair Value Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageLoansOnRealEstateByLoanDisclosureTextBlock Mortgage Loans Acquired for Sale at Fair Value false false R18.htm 1019 - Disclosure - Derivative Financial Instruments Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsDerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock Derivative Financial Instruments false false R19.htm 1020 - Disclosure - Mortgage Loans at Fair Value Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageLoansAtFairValueDisclosureTextBlock Mortgage Loans at Fair Value false false R20.htm 1021 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageLoansUnderForwardPurchaseAgreementsAtFairValueDisclosureTextBlock Mortgage Loans Under Forward Purchase Agreements at Fair Value false false R21.htm 1022 - Disclosure - Real Estate Acquired in Settlement of Loans Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsRealEstateOwnedTextBlock Real Estate Acquired in Settlement of Loans false false R22.htm 1023 - Disclosure - Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsRealEstateAcquiredInSettlementOfLoansUnderForwardPurchaseAgreementsDisclosureTextBlock Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements false false R23.htm 1024 - Disclosure - Mortgage Servicing Rights Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageServicingRightsDisclosureTextBlock Mortgage Servicing Rights false false R24.htm 1025 - Disclosure - Assets Sold Under Agreements to Repurchase Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsAssetsSoldUnderAgreementsToRepurchaseDisclosureTextBlock Assets Sold Under Agreements to Repurchase false false R25.htm 1026 - Disclosure - Mortgage Loan Participation and Sale Agreement Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageLoanParticipationAndSaleAgreementTextBlock Mortgage Loan Participation and Sale Agreement false false R26.htm 1027 - Disclosure - Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsAssetBackedSecuredFinancingTextBlock Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value false false R27.htm 1028 - Disclosure - Exchangeable Senior Notes Notes http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsConvertibleDebtTextBlock Exchangeable Senior Notes false false R28.htm 1029 - Disclosure - Borrowings under Forward Purchase Agreements Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsBorrowingsUnderForwardPurchaseAgreementDisclosureTextBlock Borrowings under Forward Purchase Agreements false false R29.htm 1030 - Disclosure - Liability for Losses Under Representations and Warranties Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsLiabilityForRepresentationsAndWarrantiesDisclosureTextBlock Liability for Losses Under Representations and Warranties false false R30.htm 1031 - Disclosure - Commitments and Contingencies Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlock Commitments and Contingencies false false R31.htm 1032 - Disclosure - Shareholders' Equity Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsStockholdersEquityNoteDisclosureTextBlock Shareholders' Equity false false R32.htm 1033 - Disclosure - Net Gain on Mortgage Loans Acquired for Sale Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsNetGainOnMortgageLoansAcquiredForSaleDisclosureTextBlock Net Gain on Mortgage Loans Acquired for Sale false false R33.htm 1034 - Disclosure - Net Interest Income Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsInterestIncomeAndInterestExpenseDisclosureTextBlock Net Interest Income false false R34.htm 1035 - Disclosure - Net Gain on Investments Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsInvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock Net Gain on Investments false false R35.htm 1036 - Disclosure - Net Loan Servicing Fees Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsNetLoanServicingFeesDisclosureTextBlock Net Loan Servicing Fees false false R36.htm 1037 - Disclosure - Share-Based Compensation Plans Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock Share-Based Compensation Plans false false R37.htm 1038 - Disclosure - Other Expenses Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsOtherIncomeAndOtherExpenseDisclosureTextBlock Other Expenses false false R38.htm 1039 - Disclosure - Income Taxes Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsIncomeTaxDisclosureTextBlock Income Taxes false false R39.htm 1040 - Disclosure - Segments and Related Information Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsSegmentReportingDisclosureTextBlock Segments and Related Information false false R40.htm 1041 - Disclosure - Selected Quarterly Results Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsQuarterlyFinancialInformationTextBlock Selected Quarterly Results false false R41.htm 1042 - Disclosure - Supplemental Cash Flow Information Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsCashFlowSupplementalDisclosuresTextBlock Supplemental Cash Flow Information false false R42.htm 1043 - Disclosure - Regulatory Net Worth Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsRegulatoryCapitalRequirementsForMortgageCompaniesDisclosureTextBlock Regulatory Net Worth false false R43.htm 1044 - Disclosure - Recently Issued Accounting Pronouncements Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsDescriptionOfNewAccountingPronouncementsNotYetAdopted Recently Issued Accounting Pronouncements false false R44.htm 1045 - Disclosure - Parent Company Information Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsCondensedFinancialInformationOfParentCompanyOnlyDisclosureTextBlock Parent Company Information false false R45.htm 1046 - Disclosure - Subsequent Events Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsSubsequentEventsTextBlock Subsequent Events false false R46.htm 1047 - Disclosure - Organization and Basis of Presentation (Policies) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsOrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlockPolicies Organization and Basis of Presentation (Policies) false false R47.htm 1048 - Disclosure - Concentration of Risks (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsConcentrationRiskDisclosureTextBlockTables Concentration of Risks (Tables) false false R48.htm 1049 - Disclosure - Transactions with Related Parties (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsRelatedPartyTransactionsDisclosureTextBlockTables Transactions with Related Parties (Tables) false false R49.htm 1050 - Disclosure - Earnings Per Share (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsEarningsPerShareTextBlockTables Earnings Per Share (Tables) false false R50.htm 1051 - Disclosure - Loan Sales and Variable Interest Entities (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsLoanSalesDisclosureTextBlockTables Loan Sales and Variable Interest Entities (Tables) false false R51.htm 1052 - Disclosure - Netting of Financial Instruments (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsOffsettingAssetsAndLiabilitiesTextBlockTables Netting of Financial Instruments (Tables) false false R52.htm 1053 - Disclosure - Fair Value (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsFairValueDisclosuresTextBlockTables Fair Value (Tables) false false R53.htm 1054 - Disclosure - Mortgage Loans Acquired for Sale at Fair Value (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageLoansOnRealEstateByLoanDisclosureTextBlockTables Mortgage Loans Acquired for Sale at Fair Value (Tables) false false R54.htm 1055 - Disclosure - Derivative Financial Instruments (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsDerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlockTables Derivative Financial Instruments (Tables) false false R55.htm 1056 - Disclosure - Mortgage Loans at Fair Value (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageLoansAtFairValueDisclosureTextBlockTables Mortgage Loans at Fair Value (Tables) false false R56.htm 1057 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageLoansUnderForwardPurchaseAgreementsAtFairValueDisclosureTextBlockTables Mortgage Loans Under Forward Purchase Agreements at Fair Value (Tables) false false R57.htm 1058 - Disclosure - Real Estate Acquired in Settlement of Loans (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsRealEstateOwnedTextBlockTables Real Estate Acquired in Settlement of Loans (Tables) false false R58.htm 1059 - Disclosure - Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsRealEstateAcquiredInSettlementOfLoansUnderForwardPurchaseAgreementsDisclosureTextBlockTables Real Estate Acquired in Settlement of Loans Under Forward Purchase Agreements (Tables) false false R59.htm 1060 - Disclosure - Mortgage Servicing Rights (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageServicingRightsDisclosureTextBlockTables Mortgage Servicing Rights (Tables) false false R60.htm 1061 - Disclosure - Net Loan Servicing Fees (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsNetLoanServicingFeesDisclosureTextBlockTables Net Loan Servicing Fees (Tables) false false R61.htm 1062 - Disclosure - Assets Sold Under Agreements to Repurchase (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsAssetsSoldUnderAgreementsToRepurchaseDisclosureTextBlockTables Assets Sold Under Agreements to Repurchase (Tables) false false R62.htm 1063 - Disclosure - Mortgage Loan Participation and Sale Agreement (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsMortgageLoanParticipationAndSaleAgreementTextBlockTables Mortgage Loan Participation and Sale Agreement (Tables) false false R63.htm 1064 - Disclosure - Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsAssetBackedSecuredFinancingTextBlockTables Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value (Tables) false false R64.htm 1065 - Disclosure - Exchangeable Senior Notes (Tables) Notes http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsConvertibleDebtTextBlockTables Exchangeable Senior Notes (Tables) false false R65.htm 1066 - Disclosure - Borrowings under Forward Purchase Agreements (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsBorrowingsUnderForwardPurchaseAgreementDisclosureTextBlockTables Borrowings under Forward Purchase Agreements (Tables) false false R66.htm 1067 - Disclosure - Liability for Losses Under Representations and Warranties (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsLiabilityForRepresentationsAndWarrantiesDisclosureTextBlockTables Liability for Losses Under Representations and Warranties (Tables) false false R67.htm 1068 - Disclosure - Commitments and Contingencies (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables Commitments and Contingencies (Tables) false false R68.htm 1069 - Disclosure - Net Gain on Mortgage Loans Acquired for Sale (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsNetGainOnMortgageLoansAcquiredForSaleDisclosureTextBlockTables Net Gain on Mortgage Loans Acquired for Sale (Tables) false false R69.htm 1070 - Disclosure - Net Interest Income (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsInterestIncomeAndInterestExpenseDisclosureTextBlockTables Net Interest Income (Tables) false false R70.htm 1071 - Disclosure - Net Gain on Investments (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsInvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlockTables Net Gain on Investments (Tables) false false R71.htm 1072 - Disclosure - Share-Based Compensation Plans (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlockTables Share-Based Compensation Plans (Tables) false false R72.htm 1073 - Disclosure - Other Expenses (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsOtherIncomeAndOtherExpenseDisclosureTextBlockTables Other Expenses (Tables) false false R73.htm 1074 - Disclosure - Income Taxes (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsIncomeTaxDisclosureTextBlockTables Income Taxes (Tables) false false R74.htm 1075 - Disclosure - Segments and Related Information (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsSegmentReportingDisclosureTextBlockTables Segments and Related Information (Tables) false false R75.htm 1076 - Disclosure - Selected Quarterly Results (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsQuarterlyFinancialInformationTextBlockTables Selected Quarterly Results (Tables) false false R76.htm 1077 - Disclosure - Supplemental Cash Flow Information (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsCashFlowSupplementalDisclosuresTextBlockTables Supplemental Cash Flow Information (Tables) false false R77.htm 1078 - Disclosure - Parent Company Information (Tables) Sheet http://www.pennymac-reit.com/taxonomy/role/NotesToFinancialStatementsCondensedFinancialInformationOfParentCompanyOnlyDisclosureTextBlockTables Parent Company Information (Tables) false false R78.htm 1079 - Disclosure - Organization and Basis of Presentation - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureOrganizationAndBasisOfPresentationAdditionalInformation Organization and Basis of Presentation - Additional Information (Detail) false false R79.htm 1080 - Disclosure - Concentration of Risks - Fair Value of Mortgage Loans and REO Purchased (Including Purchases under Forward Purchase Agreements) Portion Representing Assets Purchased (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureConcentrationOfRisksFairValueOfMortgageLoansAndREOPurchasedIncludingPurchasesUnderForwardPurchaseAgreementsPortionRepresentingAssetsPurchased Concentration of Risks - Fair Value of Mortgage Loans and REO Purchased (Including Purchases under Forward Purchase Agreements) Portion Representing Assets Purchased (Detail) false false R80.htm 1081 - Disclosure - Concentration of Risks - Consolidated Statements of Income and Cash Flows (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureConcentrationOfRisksConsolidatedStatementsOfIncomeAndCashFlows Concentration of Risks - Consolidated Statements of Income and Cash Flows (Detail) false false R81.htm 1082 - Disclosure - Significant Accounting Policies - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureSignificantAccountingPoliciesAdditionalInformation Significant Accounting Policies - Additional Information (Detail) false false R82.htm 1083 - Disclosure - Transactions with Related Parties - Management Fees - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesManagementFeesAdditionalInformation Transactions with Related Parties - Management Fees - Additional Information (Detail) false false R83.htm 1084 - Disclosure - Transactions with Related Parties - Summary of Management Fee Expense and Related Liability (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesSummaryOfManagementFeeExpenseAndRelatedLiability Transactions with Related Parties - Summary of Management Fee Expense and Related Liability (Detail) false false R84.htm 1085 - Disclosure - Transactions with Related Parties - Mortgage Loan Servicing - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesMortgageLoanServicingAdditionalInformation Transactions with Related Parties - Mortgage Loan Servicing - Additional Information (Detail) false false R85.htm 1086 - Disclosure - Transactions with Related Parties - Summary of Mortgage Loan Servicing Fees Earned (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesSummaryOfMortgageLoanServicingFeesEarned Transactions with Related Parties - Summary of Mortgage Loan Servicing Fees Earned (Detail) false false R86.htm 1087 - Disclosure - Transactions with Related Parties - Correspondent Production - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesCorrespondentProductionAdditionalInformation Transactions with Related Parties - Correspondent Production - Additional Information (Detail) false false R87.htm 1088 - Disclosure - Transactions with Related Parties - Summary of Corresponding Production Activity (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesSummaryOfCorrespondingProductionActivity Transactions with Related Parties - Summary of Corresponding Production Activity (Detail) false false R88.htm 1089 - Disclosure - Transactions with Related Parties - Investment Activities - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesInvestmentActivitiesAdditionalInformation Transactions with Related Parties - Investment Activities - Additional Information (Detail) false false R89.htm 1090 - Disclosure - Transactions with Related Parties - Summary of Investment Activity (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesSummaryOfInvestmentActivity Transactions with Related Parties - Summary of Investment Activity (Detail) false false R90.htm 1091 - Disclosure - Transactions with Related Parties - Other Transactions - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesOtherTransactionsAdditionalInformation Transactions with Related Parties - Other Transactions - Additional Information (Detail) false false R91.htm 1092 - Disclosure - Transactions with Related Parties - Summary of Expenses (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesSummaryOfExpenses Transactions with Related Parties - Summary of Expenses (Detail) false false R92.htm 1093 - Disclosure - Transactions with Related Parties - Summary of Amounts Due to Affiliates (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureTransactionsWithRelatedPartiesSummaryOfAmountsDueToAffiliates Transactions with Related Parties - Summary of Amounts Due to Affiliates (Detail) false false R93.htm 1094 - Disclosure - Earnings Per Share - Summary of Basic and Diluted Earnings per Share (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureEarningsPerShareSummaryOfBasicAndDilutedEarningsPerShare Earnings Per Share - Summary of Basic and Diluted Earnings per Share (Detail) false false R94.htm 1095 - Disclosure - Loan Sales and Variable Interest Entities - Summary of Cash Flows between Company and Transferees in Transfers Accounted for Sales (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureLoanSalesAndVariableInterestEntitiesSummaryOfCashFlowsBetweenCompanyAndTransfereesInTransfersAccountedForSales Loan Sales and Variable Interest Entities - Summary of Cash Flows between Company and Transferees in Transfers Accounted for Sales (Detail) false false R95.htm 1096 - Disclosure - Loan Sales and Variable Interest Entities - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureLoanSalesAndVariableInterestEntitiesAdditionalInformation Loan Sales and Variable Interest Entities - Additional Information (Detail) false false R96.htm 1097 - Disclosure - Netting of Financial Instruments - Summary of Offsetting of Derivative Assets (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureNettingOfFinancialInstrumentsSummaryOfOffsettingOfDerivativeAssets Netting of Financial Instruments - Summary of Offsetting of Derivative Assets (Detail) false false R97.htm 1098 - Disclosure - Netting of Financial Instruments - Summary of Derivative Assets and Collateral Held by Counterparty (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureNettingOfFinancialInstrumentsSummaryOfDerivativeAssetsAndCollateralHeldByCounterparty Netting of Financial Instruments - Summary of Derivative Assets and Collateral Held by Counterparty (Detail) false false R98.htm 1099 - Disclosure - Netting of Financial Instruments - Schedule of Offsetting of Derivative Liabilities and Financial Liabilities (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureNettingOfFinancialInstrumentsScheduleOfOffsettingOfDerivativeLiabilitiesAndFinancialLiabilities Netting of Financial Instruments - Schedule of Offsetting of Derivative Liabilities and Financial Liabilities (Detail) false false R99.htm 1100 - Disclosure - Netting of Financial Instruments - Summary of Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureNettingOfFinancialInstrumentsSummaryOfDerivativeLiabilitiesFinancialLiabilitiesAndCollateralHeldByCounterparty Netting of Financial Instruments - Summary of Derivative Liabilities, Financial Liabilities and Collateral Held by Counterparty (Detail) false false R100.htm 1101 - Disclosure - Fair Value - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueAdditionalInformation Fair Value - Additional Information (Detail) false false R101.htm 1102 - Disclosure - Fair Value - Summary of Financial Statement Items Measured at Fair Value on Recurring Basis (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueSummaryOfFinancialStatementItemsMeasuredAtFairValueOnRecurringBasis Fair Value - Summary of Financial Statement Items Measured at Fair Value on Recurring Basis (Detail) false false R102.htm 1103 - Disclosure - Fair Value - Summary of Changes in Items Measured Using Level 3 Inputs on Recurring Basis (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueSummaryOfChangesInItemsMeasuredUsingLevel3InputsOnRecurringBasis Fair Value - Summary of Changes in Items Measured Using Level 3 Inputs on Recurring Basis (Detail) false false R103.htm 1104 - Disclosure - Fair Value - Fair Values and Related Principal Amounts Due upon Maturity of Mortgage Loans Accounted for Under Fair Value Option (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueFairValuesAndRelatedPrincipalAmountsDueUponMaturityOfMortgageLoansAccountedForUnderFairValueOption Fair Value - Fair Values and Related Principal Amounts Due upon Maturity of Mortgage Loans Accounted for Under Fair Value Option (Detail) false false R104.htm 1105 - Disclosure - Fair Value - Summary of Changes in Fair Value Included in Current Period Income (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueSummaryOfChangesInFairValueIncludedInCurrentPeriodIncome Fair Value - Summary of Changes in Fair Value Included in Current Period Income (Detail) false false R105.htm 1106 - Disclosure - Fair Value - Summary of Financial Statement Items Measured at Fair Value on Nonrecurring Basis (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueSummaryOfFinancialStatementItemsMeasuredAtFairValueOnNonrecurringBasis Fair Value - Summary of Financial Statement Items Measured at Fair Value on Nonrecurring Basis (Detail) false false R106.htm 1107 - Disclosure - Fair Value - Summary of Total Gains (Losses) Recognized on Assets Measured at Fair Values on Nonrecurring Basis (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueSummaryOfTotalGainsLossesRecognizedOnAssetsMeasuredAtFairValuesOnNonrecurringBasis Fair Value - Summary of Total Gains (Losses) Recognized on Assets Measured at Fair Values on Nonrecurring Basis (Detail) false false R107.htm 1108 - Disclosure - Fair Value - Quantitative Summary of Key Inputs Used in Valuation of Mortgage Loans and Mortgage Loans Under Forward Purchase Agreements at Fair Value (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueQuantitativeSummaryOfKeyInputsUsedInValuationOfMortgageLoansAndMortgageLoansUnderForwardPurchaseAgreementsAtFairValue Fair Value - Quantitative Summary of Key Inputs Used in Valuation of Mortgage Loans and Mortgage Loans Under Forward Purchase Agreements at Fair Value (Detail) false false R108.htm 1109 - Disclosure - Fair Value - Summary of Key Inputs Used in Determining Fair Value of ESS (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueSummaryOfKeyInputsUsedInDeterminingFairValueOfESS Fair Value - Summary of Key Inputs Used in Determining Fair Value of ESS (Detail) false false R109.htm 1110 - Disclosure - Fair Value - Quantitative Summary of Key Unobservable Inputs Used in Valuation of Interest Rate Lock Commitments (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueQuantitativeSummaryOfKeyUnobservableInputsUsedInValuationOfInterestRateLockCommitments Fair Value - Quantitative Summary of Key Unobservable Inputs Used in Valuation of Interest Rate Lock Commitments (Detail) false false R110.htm 1111 - Disclosure - Fair Value - Key Assumptions Used in Determining Fair Value of MSRs at Time of Initial Recognition (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueKeyAssumptionsUsedInDeterminingFairValueOfMSRsAtTimeOfInitialRecognition Fair Value - Key Assumptions Used in Determining Fair Value of MSRs at Time of Initial Recognition (Detail) false false R111.htm 1112 - Disclosure - Fair Value - Quantitative Summary of Key Assumptions Used in Valuation of MSRs as of Dates Presented, and Effect on Estimated Fair Value from Adverse Changes in Those Assumptions (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureFairValueQuantitativeSummaryOfKeyAssumptionsUsedInValuationOfMSRsAsOfDatesPresentedAndEffectOnEstimatedFairValueFromAdverseChangesInThoseAssumptions Fair Value - Quantitative Summary of Key Assumptions Used in Valuation of MSRs as of Dates Presented, and Effect on Estimated Fair Value from Adverse Changes in Those Assumptions (Detail) false false R112.htm 1113 - Disclosure - Mortgage Loans Acquired for Sale at Fair Value - Summary of Distribution of Company's Mortgage Loans Acquired for Sale at Fair Value (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoansAcquiredForSaleAtFairValueSummaryOfDistributionOfCompanysMortgageLoansAcquiredForSaleAtFairValue Mortgage Loans Acquired for Sale at Fair Value - Summary of Distribution of Company's Mortgage Loans Acquired for Sale at Fair Value (Detail) false false R113.htm 1114 - Disclosure - Mortgage Loans Acquired for Sale at Fair Value - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoansAcquiredForSaleAtFairValueAdditionalInformation Mortgage Loans Acquired for Sale at Fair Value - Additional Information (Detail) false false R114.htm 1115 - Disclosure - Derivative Financial Instruments - Derivative Assets and Liabilities and Related Margin Deposits Recorded within Derivative Assets and Derivative Liabilities (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureDerivativeFinancialInstrumentsDerivativeAssetsAndLiabilitiesAndRelatedMarginDepositsRecordedWithinDerivativeAssetsAndDerivativeLiabilities Derivative Financial Instruments - Derivative Assets and Liabilities and Related Margin Deposits Recorded within Derivative Assets and Derivative Liabilities (Detail) false false R115.htm 1116 - Disclosure - Derivative Financial Instruments - Summary of Activity in Notional Amount of Derivative Contracts (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureDerivativeFinancialInstrumentsSummaryOfActivityInNotionalAmountOfDerivativeContracts Derivative Financial Instruments - Summary of Activity in Notional Amount of Derivative Contracts (Detail) false false R116.htm 1117 - Disclosure - Derivative Financial Instruments - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureDerivativeFinancialInstrumentsAdditionalInformation Derivative Financial Instruments - Additional Information (Detail) false false R117.htm 1118 - Disclosure - Mortgage Loans at Fair Value - Summary of Distribution of Company's Mortgage Loans at Fair Value (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoansAtFairValueSummaryOfDistributionOfCompanysMortgageLoansAtFairValue Mortgage Loans at Fair Value - Summary of Distribution of Company's Mortgage Loans at Fair Value (Detail) false false R118.htm 1119 - Disclosure - Mortgage Loans at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value, Excluding VIE Securing Asset-Backed Financing (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoansAtFairValueSummaryOfCertainConcentrationsOfCreditRiskInPortfolioOfMortgageLoansAtFairValueExcludingVIESecuringAssetBackedFinancing Mortgage Loans at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value, Excluding VIE Securing Asset-Backed Financing (Detail) false false R119.htm 1120 - Disclosure - Mortgage Loans at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value, Excluding VIE Securing Asset-Backed Financing (Parenthetical) (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoansAtFairValueSummaryOfCertainConcentrationsOfCreditRiskInPortfolioOfMortgageLoansAtFairValueExcludingVIESecuringAssetBackedFinancingParenthetical Mortgage Loans at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value, Excluding VIE Securing Asset-Backed Financing (Parenthetical) (Detail) false false R120.htm 1121 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Distribution of Company's Mortgage Loans under Forward Purchase Agreements at Fair Value (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoansUnderForwardPurchaseAgreementsAtFairValueSummaryOfDistributionOfCompanysMortgageLoansUnderForwardPurchaseAgreementsAtFairValue Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Distribution of Company's Mortgage Loans under Forward Purchase Agreements at Fair Value (Detail) false false R121.htm 1122 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoansUnderForwardPurchaseAgreementsAtFairValueSummaryOfCertainConcentrationsOfCreditRiskInPortfolioOfMortgageLoansAtFairValue Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value (Detail) false false R122.htm 1123 - Disclosure - Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value (Parenthetical) (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoansUnderForwardPurchaseAgreementsAtFairValueSummaryOfCertainConcentrationsOfCreditRiskInPortfolioOfMortgageLoansAtFairValueParenthetical Mortgage Loans Under Forward Purchase Agreements at Fair Value - Summary of Certain Concentrations of Credit Risk in Portfolio of Mortgage Loans at Fair Value (Parenthetical) (Detail) false false R123.htm 1124 - Disclosure - Real Estate Acquired in Settlement of Loans - Summary of Financial Information Relating to REO (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureRealEstateAcquiredInSettlementOfLoansSummaryOfFinancialInformationRelatingToREO Real Estate Acquired in Settlement of Loans - Summary of Financial Information Relating to REO (Detail) false false R124.htm 1125 - Disclosure - Real Estate Acquired in Settlement of Loans under Forward Purchase Agreements - Summary of Activity in REO Under Forward Purchase Agreements (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureRealEstateAcquiredInSettlementOfLoansUnderForwardPurchaseAgreementsSummaryOfActivityInREOUnderForwardPurchaseAgreements Real Estate Acquired in Settlement of Loans under Forward Purchase Agreements - Summary of Activity in REO Under Forward Purchase Agreements (Detail) false false R125.htm 1126 - Disclosure - Mortgage Servicing Rights - Summary of MSRs Carried at Fair Value (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageServicingRightsSummaryOfMSRsCarriedAtFairValue Mortgage Servicing Rights - Summary of MSRs Carried at Fair Value (Detail) false false R126.htm 1127 - Disclosure - Mortgage Servicing Rights - Summary of MSRs Carried at Amortized Cost (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageServicingRightsSummaryOfMSRsCarriedAtAmortizedCost Mortgage Servicing Rights - Summary of MSRs Carried at Amortized Cost (Detail) false false R127.htm 1128 - Disclosure - Mortgage Servicing Rights - Summary of Company's Estimate of Amortization of Existing MSRs Carried at Amortized Cost (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageServicingRightsSummaryOfCompanysEstimateOfAmortizationOfExistingMSRsCarriedAtAmortizedCost Mortgage Servicing Rights - Summary of Company's Estimate of Amortization of Existing MSRs Carried at Amortized Cost (Detail) false false R128.htm 1129 - Disclosure - Mortgage Servicing Rights - Summary of Net Loan Servicing Fees (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageServicingRightsSummaryOfNetLoanServicingFees Mortgage Servicing Rights - Summary of Net Loan Servicing Fees (Detail) false false R129.htm 1130 - Disclosure - Assets Sold Under Agreements to Repurchase - Summary of Financial Information Relating to Assets Sold under Agreements to Repurchase (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureAssetsSoldUnderAgreementsToRepurchaseSummaryOfFinancialInformationRelatingToAssetsSoldUnderAgreementsToRepurchase Assets Sold Under Agreements to Repurchase - Summary of Financial Information Relating to Assets Sold under Agreements to Repurchase (Detail) false false R130.htm 1131 - Disclosure - Assets Sold Under Agreements to Repurchase - Summary of Financial Information Relating to Assets Sold under Agreements to Repurchase (Parenthetical) (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureAssetsSoldUnderAgreementsToRepurchaseSummaryOfFinancialInformationRelatingToAssetsSoldUnderAgreementsToRepurchaseParenthetical Assets Sold Under Agreements to Repurchase - Summary of Financial Information Relating to Assets Sold under Agreements to Repurchase (Parenthetical) (Detail) false false R131.htm 1132 - Disclosure - Assets Sold Under Agreements to Repurchase - Summary of Maturities of Outstanding Assets Sold under Agreements to Repurchase by Maturity Date (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureAssetsSoldUnderAgreementsToRepurchaseSummaryOfMaturitiesOfOutstandingAssetsSoldUnderAgreementsToRepurchaseByMaturityDate Assets Sold Under Agreements to Repurchase - Summary of Maturities of Outstanding Assets Sold under Agreements to Repurchase by Maturity Date (Detail) false false R132.htm 1133 - Disclosure - Assets Sold Under Agreements to Repurchase - Summary of Assets Sold under Agreements to Repurchase by Counterparty (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureAssetsSoldUnderAgreementsToRepurchaseSummaryOfAssetsSoldUnderAgreementsToRepurchaseByCounterparty Assets Sold Under Agreements to Repurchase - Summary of Assets Sold under Agreements to Repurchase by Counterparty (Detail) false false R133.htm 1134 - Disclosure - Mortgage Loan Participation and Sale Agreement - Summary of Mortgage Loan Participation and Sale Agreement (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoanParticipationAndSaleAgreementSummaryOfMortgageLoanParticipationAndSaleAgreement Mortgage Loan Participation and Sale Agreement - Summary of Mortgage Loan Participation and Sale Agreement (Detail) false false R134.htm 1135 - Disclosure - Mortgage Loan Participation and Sale Agreement - Summary of Mortgage Loan Participation and Sale Agreement (Parenthetical) (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureMortgageLoanParticipationAndSaleAgreementSummaryOfMortgageLoanParticipationAndSaleAgreementParenthetical Mortgage Loan Participation and Sale Agreement - Summary of Mortgage Loan Participation and Sale Agreement (Parenthetical) (Detail) false false R135.htm 1136 - Disclosure - Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value - Summary of Financial Information Relating to Asset-Backed Secured Financing of Variable Interest Entity (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureAssetBackedSecuredFinancingOfTheVariableInterestEntityAtFairValueSummaryOfFinancialInformationRelatingToAssetBackedSecuredFinancingOfVariableInterestEntity Asset-Backed Secured Financing of the Variable Interest Entity at Fair Value - Summary of Financial Information Relating to Asset-Backed Secured Financing of Variable Interest Entity (Detail) false false R136.htm 1137 - Disclosure - Exchangeable Senior Notes - Additional Information (Detail) Notes http://www.pennymac-reit.com/taxonomy/role/DisclosureExchangeableSeniorNotesAdditionalInformation Exchangeable Senior Notes - Additional Information (Detail) false false R137.htm 1138 - Disclosure - Exchangeable Senior Notes - Summary of Financial Information Relating to Notes (Detail) Notes http://www.pennymac-reit.com/taxonomy/role/DisclosureExchangeableSeniorNotesSummaryOfFinancialInformationRelatingToNotes Exchangeable Senior Notes - Summary of Financial Information Relating to Notes (Detail) false false R138.htm 1139 - Disclosure - Exchangeable Senior Notes - Summary of Financial Information Relating to Notes (Parenthetical) (Detail) Notes http://www.pennymac-reit.com/taxonomy/role/DisclosureExchangeableSeniorNotesSummaryOfFinancialInformationRelatingToNotesParenthetical Exchangeable Senior Notes - Summary of Financial Information Relating to Notes (Parenthetical) (Detail) false false R139.htm 1140 - Disclosure - Borrowings under Forward Purchase Agreements - Summary of Financial Information Relating to Borrowings under Forward Purchase Agreements (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureBorrowingsUnderForwardPurchaseAgreementsSummaryOfFinancialInformationRelatingToBorrowingsUnderForwardPurchaseAgreements Borrowings under Forward Purchase Agreements - Summary of Financial Information Relating to Borrowings under Forward Purchase Agreements (Detail) false false R140.htm 1141 - Disclosure - Liability for Losses under Representations and Warranties - Summary of Company's Liability for Losses under Representations and Warranties (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureLiabilityForLossesUnderRepresentationsAndWarrantiesSummaryOfCompanysLiabilityForLossesUnderRepresentationsAndWarranties Liability for Losses under Representations and Warranties - Summary of Company's Liability for Losses under Representations and Warranties (Detail) false false R141.htm 1142 - Disclosure - Commitments and Contingencies - Company's Outstanding Contractual Loan Commitments (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureCommitmentsAndContingenciesCompanysOutstandingContractualLoanCommitments Commitments and Contingencies - Company's Outstanding Contractual Loan Commitments (Detail) false false R142.htm 1143 - Disclosure - Shareholders' Equity - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureShareholdersEquityAdditionalInformation Shareholders' Equity - Additional Information (Detail) false false R143.htm 1144 - Disclosure - Net Gain on Mortgage Loans Acquired for Sale - Summary of Net Gain on Mortgage Loans Acquired for Sale (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureNetGainOnMortgageLoansAcquiredForSaleSummaryOfNetGainOnMortgageLoansAcquiredForSale Net Gain on Mortgage Loans Acquired for Sale - Summary of Net Gain on Mortgage Loans Acquired for Sale (Detail) false false R144.htm 1145 - Disclosure - Net Interest Income - Summary of Net Interest Income (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureNetInterestIncomeSummaryOfNetInterestIncome Net Interest Income - Summary of Net Interest Income (Detail) false false R145.htm 1146 - Disclosure - Net Gain on Investments - Summary of Net Gain on Investments (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureNetGainOnInvestmentsSummaryOfNetGainOnInvestments Net Gain on Investments - Summary of Net Gain on Investments (Detail) false false R146.htm 1147 - Disclosure - Net Loan Servicing Fees - Summary of Net Loan Servicing Fees (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureNetLoanServicingFeesSummaryOfNetLoanServicingFees Net Loan Servicing Fees - Summary of Net Loan Servicing Fees (Detail) false false R147.htm 1148 - Disclosure - Share-Based Compensation Plans - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureShareBasedCompensationPlansAdditionalInformation Share-Based Compensation Plans - Additional Information (Detail) false false R148.htm 1149 - Disclosure - Share-Based Compensation Plans - Summary of Restricted Share Unit Activity and Compensation Expense (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureShareBasedCompensationPlansSummaryOfRestrictedShareUnitActivityAndCompensationExpense Share-Based Compensation Plans - Summary of Restricted Share Unit Activity and Compensation Expense (Detail) false false R149.htm 1150 - Disclosure - Other Expenses - Summary of Other Expenses (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureOtherExpensesSummaryOfOtherExpenses Other Expenses - Summary of Other Expenses (Detail) false false R150.htm 1151 - Disclosure - Income Taxes - Schedule of Tax Characterization of Distributions (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureIncomeTaxesScheduleOfTaxCharacterizationOfDistributions Income Taxes - Schedule of Tax Characterization of Distributions (Detail) false false R151.htm 1152 - Disclosure - Income Taxes - Summary of Company's Income Tax Expense (Benefit) (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureIncomeTaxesSummaryOfCompanysIncomeTaxExpenseBenefit Income Taxes - Summary of Company's Income Tax Expense (Benefit) (Detail) false false R152.htm 1153 - Disclosure - Income Taxes - Reconciliation of Company's Provision for Income Taxes (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureIncomeTaxesReconciliationOfCompanysProvisionForIncomeTaxes Income Taxes - Reconciliation of Company's Provision for Income Taxes (Detail) false false R153.htm 1154 - Disclosure - Income Taxes - Components of Provision for Deferred Income Taxes (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureIncomeTaxesComponentsOfProvisionForDeferredIncomeTaxes Income Taxes - Components of Provision for Deferred Income Taxes (Detail) false false R154.htm 1155 - Disclosure - Income Taxes - Components of Income Taxes Payable (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureIncomeTaxesComponentsOfIncomeTaxesPayable Income Taxes - Components of Income Taxes Payable (Detail) false false R155.htm 1156 - Disclosure - Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureIncomeTaxesSummaryOfDeferredIncomeTaxAssetsAndLiabilities Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Detail) false false R156.htm 1157 - Disclosure - Income Taxes - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureIncomeTaxesAdditionalInformation Income Taxes - Additional Information (Detail) false false R157.htm 1158 - Disclosure - Segments and Related Information - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureSegmentsAndRelatedInformationAdditionalInformation Segments and Related Information - Additional Information (Detail) false false R158.htm 1159 - Disclosure - Segments and Related Information - Financial Highlights by Operating Segment (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureSegmentsAndRelatedInformationFinancialHighlightsByOperatingSegment Segments and Related Information - Financial Highlights by Operating Segment (Detail) false false R159.htm 1160 - Disclosure - Selected Quarterly Results - Selected Quarterly Financial Data (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureSelectedQuarterlyResultsSelectedQuarterlyFinancialData Selected Quarterly Results - Selected Quarterly Financial Data (Detail) false false R160.htm 1161 - Disclosure - Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureSupplementalCashFlowInformationSummaryOfSupplementalCashFlowInformation Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Detail) false false R161.htm 1162 - Disclosure - Regulatory Net Worth - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureRegulatoryNetWorthAdditionalInformation Regulatory Net Worth - Additional Information (Detail) false false R162.htm 1163 - Disclosure - Parent Company Information - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureParentCompanyInformationAdditionalInformation Parent Company Information - Additional Information (Detail) false false R163.htm 1164 - Disclosure - Parent Company Information - Condensed Balance Sheets (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureParentCompanyInformationCondensedBalanceSheets Parent Company Information - Condensed Balance Sheets (Detail) false false R164.htm 1165 - Disclosure - Parent Company Information - Condensed Statements of Income (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureParentCompanyInformationCondensedStatementsOfIncome Parent Company Information - Condensed Statements of Income (Detail) false false R165.htm 1166 - Disclosure - Parent Company Information - Condensed Statements of Cash Flows (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureParentCompanyInformationCondensedStatementsOfCashFlows Parent Company Information - Condensed Statements of Cash Flows (Detail) false false R166.htm 1167 - Disclosure - Subsequent Events - Additional Information (Detail) Sheet http://www.pennymac-reit.com/taxonomy/role/DisclosureSubsequentEventsAdditionalInformation Subsequent Events - Additional Information (Detail) false false All Reports Book All Reports Element pmt_AcquiredUnpaidPrincipalBalance had a mix of decimals attribute values: -9 -8 -5. Element pmt_AmortizedCostAnnualPrepaymentSpeed had a mix of decimals attribute values: 0 3. Element pmt_AmortizedCostAnnualPrepaymentSpeedDuringPeriod had a mix of decimals attribute values: 0 3. Element pmt_AmortizedCostPricingSpread had a mix of decimals attribute values: 0 3. Element pmt_AmortizedCostPricingSpreadDuringPeriod had a mix of decimals attribute values: 0 3. Element pmt_BaseServicesFeesToRelatedParty had a mix of decimals attribute values: 0 2. Element pmt_ContingentUnderwritingFeesPayable had a mix of decimals attribute values: -5 -3. Element pmt_EntityGaapNetWorth had a mix of decimals attribute values: -8 -5. Element pmt_FairValueInputsAnnualPrepaymentSpeed had a mix of decimals attribute values: 0 3. Element pmt_FairValueInputsAnnualPrepaymentSpeedDuringPeriod had a mix of decimals attribute values: 0 3. Element pmt_FairValueInputsMortgageLoansAtFairValueHousingPriceIndex had a mix of decimals attribute values: 0 3. Element pmt_FairValueInputsPrepaymentSpeed had a mix of decimals attribute values: 0 3. Element pmt_FairValueInputsPricingSpread had a mix of decimals attribute values: 0 3. Element pmt_FairValueInputsPricingSpreadDuringPeriod had a mix of decimals attribute values: 0 3. Element pmt_RelatedPartyBaseManagementFeeAsPercentageOfStockHoldersEquity had a mix of decimals attribute values: 3 5. Element us-gaap_DerivativeGainLossOnDerivativeNet had a mix of decimals attribute values: -5 -3. Element us-gaap_FairValueInputsDiscountRate had a mix of decimals attribute values: 0 3. Element us-gaap_FairValueInputsPrepaymentRate had a mix of decimals attribute values: 0 3. Element us-gaap_StockIssuedDuringPeriodSharesNewIssues had a mix of decimals attribute values: -3 0. Element us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures had a mix of decimals attribute values: -3 0. 'Shares' elements on report '1006 - Statement - Consolidated Statements of Changes in Shareholders' Equity' had a mix of different decimal attribute values. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 60 values. Shorter duration columns must have at least one fourth (15) as many values. Column '1/1/2013 - 3/31/2013' is shorter (89 days) and has only 2 values, so it is being removed. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 60 values. Shorter duration columns must have at least one fourth (15) as many values. Column '4/1/2013 - 6/30/2013' is shorter (90 days) and has only 1 values, so it is being removed. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 60 values. Shorter duration columns must have at least one fourth (15) as many values. Column '7/1/2013 - 9/30/2013' is shorter (91 days) and has only 1 values, so it is being removed. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 60 values. Shorter duration columns must have at least one fourth (15) as many values. Column '10/1/2013 - 12/31/2013' is shorter (91 days) and has only 2 values, so it is being removed. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 60 values. Shorter duration columns must have at least one fourth (15) as many values. Column '1/1/2014 - 3/31/2014' is shorter (89 days) and has only 2 values, so it is being removed. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 60 values. Shorter duration columns must have at least one fourth (15) as many values. Column '4/1/2014 - 6/30/2014' is shorter (90 days) and has only 1 values, so it is being removed. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 60 values. Shorter duration columns must have at least one fourth (15) as many values. Column '7/1/2014 - 9/30/2014' is shorter (91 days) and has only 1 values, so it is being removed. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 60 values. Shorter duration columns must have at least one fourth (15) as many values. Column '10/1/2014 - 12/31/2014' is shorter (91 days) and has only 2 values, so it is being removed. 'Monetary' elements on report '1091 - Disclosure - Transactions with Related Parties - Other Transactions - Additional Information (Detail)' had a mix of different decimal attribute values. 'Monetary' elements on report '1127 - Disclosure - Mortgage Servicing Rights - Summary of MSRs Carried at Amortized Cost (Detail)' had a mix of different decimal attribute values. 'Monetary' elements on report '1137 - Disclosure - Exchangeable Senior Notes - Additional Information (Detail)' had a mix of different decimal attribute values. 'Monetary' elements on report '1143 - Disclosure - Shareholders' Equity - Additional Information (Detail)' had a mix of different decimal attribute values. 'Monetary' elements on report '1157 - Disclosure - Income Taxes - Additional Information (Detail)' had a mix of different decimal attribute values. Columns in Cash Flows statement 'Parent Company Information - Condensed Statements of Cash Flows (Detail) (USD $)' have maximum duration 365 days and at least 37 values. Shorter duration columns must have at least one fourth (9) as many values. Column '1/1/2013 - 3/31/2013' is shorter (89 days) and has only 3 values, so it is being removed. Columns in Cash Flows statement 'Parent Company Information - Condensed Statements of Cash Flows (Detail) (USD $)' have maximum duration 365 days and at least 37 values. Shorter duration columns must have at least one fourth (9) as many values. Column '4/1/2013 - 6/30/2013' is shorter (90 days) and has only 1 values, so it is being removed. Columns in Cash Flows statement 'Parent Company Information - Condensed Statements of Cash Flows (Detail) (USD $)' have maximum duration 365 days and at least 37 values. Shorter duration columns must have at least one fourth (9) as many values. Column '7/1/2013 - 9/30/2013' is shorter (91 days) and has only 1 values, so it is being removed. Columns in Cash Flows statement 'Parent Company Information - Condensed Statements of Cash Flows (Detail) (USD $)' have maximum duration 365 days and at least 37 values. Shorter duration columns must have at least one fourth (9) as many values. Column '10/1/2013 - 12/31/2013' is shorter (91 days) and has only 5 values, so it is being removed. Columns in Cash Flows statement 'Parent Company Information - Condensed Statements of Cash Flows (Detail) (USD $)' have maximum duration 365 days and at least 37 values. Shorter duration columns must have at least one fourth (9) as many values. Column '1/1/2014 - 3/31/2014' is shorter (89 days) and has only 3 values, so it is being removed. Columns in Cash Flows statement 'Parent Company Information - Condensed Statements of Cash Flows (Detail) (USD $)' have maximum duration 365 days and at least 37 values. Shorter duration columns must have at least one fourth (9) as many values. Column '4/1/2014 - 6/30/2014' is shorter (90 days) and has only 1 values, so it is being removed. Columns in Cash Flows statement 'Parent Company Information - Condensed Statements of Cash Flows (Detail) (USD $)' have maximum duration 365 days and at least 37 values. Shorter duration columns must have at least one fourth (9) as many values. Column '7/1/2014 - 9/30/2014' is shorter (91 days) and has only 1 values, so it is being removed. Columns in Cash Flows statement 'Parent Company Information - Condensed Statements of Cash Flows (Detail) (USD $)' have maximum duration 365 days and at least 37 values. Shorter duration columns must have at least one fourth (9) as many values. Column '10/1/2014 - 12/31/2014' is shorter (91 days) and has only 5 values, so it is being removed. 'Monetary' elements on report '1167 - Disclosure - Subsequent Events - Additional Information (Detail)' had a mix of different decimal attribute values. Process Flow-Through: 1003 - Statement - Consolidated Balance Sheets Process Flow-Through: Removing column 'Sep. 30, 2014' Process Flow-Through: Removing column 'Jun. 30, 2014' Process Flow-Through: Removing column 'Mar. 31, 2014' Process Flow-Through: Removing column 'Sep. 30, 2013' Process Flow-Through: Removing column 'Jun. 30, 2013' Process Flow-Through: Removing column 'Mar. 31, 2013' Process Flow-Through: Removing column 'Dec. 31, 2012' Process Flow-Through: Removing column 'Dec. 31, 2011' Process Flow-Through: 1004 - Statement - Consolidated Balance Sheets (Parenthetical) Process Flow-Through: Removing column 'Dec. 31, 2012' Process Flow-Through: Removing column 'Dec. 31, 2011' Process Flow-Through: 1005 - Statement - Consolidated Statements of Income Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2014' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2014' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2014' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2014' Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2013' Process Flow-Through: 1007 - Statement - Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2014' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2014' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2014' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2014' Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2013' Process Flow-Through: 1008 - Statement - Consolidated Statements of Cash Flows pmt-20141231.xml pmt-20141231.xsd pmt-20141231_cal.xml pmt-20141231_def.xml pmt-20141231_lab.xml pmt-20141231_pre.xml true true XML 182 R117.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans at Fair Value - Summary of Distribution of Company's Mortgage Loans at Fair Value (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Financing Receivable, Recorded Investment [Line Items]    
Fair value $ 2,726,952us-gaap_MortgageLoansOnRealEstate $ 2,600,317us-gaap_MortgageLoansOnRealEstate
Unpaid principal balance 3,699,470pmt_MortgageLoansOnRealEstateUnpaidBalance 3,857,739pmt_MortgageLoansOnRealEstateUnpaidBalance
Assets sold under agreements to repurchase 2,543,242us-gaap_AssetsSoldUnderAgreementsToRepurchaseCarryingAmounts 2,314,324us-gaap_AssetsSoldUnderAgreementsToRepurchaseCarryingAmounts
Mortgage loans held in a consolidated subsidiary whose stock is pledged to secure financings of such loans 0pmt_LoansHeldInSubsidiaryWhoseStockIsPledgedToSecureBorrowings 989pmt_LoansHeldInSubsidiaryWhoseStockIsPledgedToSecureBorrowings
Mortgage loans held in a VIE securing an asset-backed financing 527,369pmt_MortgageLoansAtFairValueHeldByVariableInterestEntity 523,652pmt_MortgageLoansAtFairValueHeldByVariableInterestEntity
Fixed interest rate jumbo loans held in a VIE [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 527,369us-gaap_MortgageLoansOnRealEstate
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedInterestRateJumboMember
523,652us-gaap_MortgageLoansOnRealEstate
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedInterestRateJumboMember
Unpaid principal balance 517,500pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedInterestRateJumboMember
543,257pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedInterestRateJumboMember
Nonperforming loans [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 1,535,317us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
1,469,686us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
Unpaid principal balance 2,246,585pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
2,415,446pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_NonperformingFinancingReceivableMember
Performing loans [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 664,266us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
606,979us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
Unpaid principal balance 935,385pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
899,036pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
Performing loans [Member] | Fixed interest rate [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 322,704us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedInterestRateMember
310,607us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedInterestRateMember
Unpaid principal balance 449,496pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedInterestRateMember
475,568pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_FixedInterestRateMember
Performing loans [Member] | Adjustable-rate mortgage (ARM)/hybrid [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 127,405us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_AdjustableRateOrHybridMember
165,327us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_AdjustableRateOrHybridMember
Unpaid principal balance 162,329pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_AdjustableRateOrHybridMember
207,553pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_AdjustableRateOrHybridMember
Performing loans [Member] | Interest rate step-up [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 213,999us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_InterestRateStepUpMember
130,906us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_InterestRateStepUpMember
Unpaid principal balance 323,350pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_InterestRateStepUpMember
215,702pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_InterestRateStepUpMember
Performing loans [Member] | Balloon [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Fair value 158us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BalloonMember
139us-gaap_MortgageLoansOnRealEstate
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BalloonMember
Unpaid principal balance $ 210pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BalloonMember
$ 213pmt_MortgageLoansOnRealEstateUnpaidBalance
/ us-gaap_InternalCreditAssessmentAxis
= us-gaap_PerformingFinancingReceivableMember
/ us-gaap_MortgageLoansOnRealEstateLoanTypeAxis
= pmt_BalloonMember
XML 183 R165.htm IDEA: XBRL DOCUMENT v2.4.1.9
Parent Company Information - Condensed Statements of Cash Flows (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash flows from operating activities:      
Net income $ 194,544us-gaap_NetIncomeLoss $ 200,190us-gaap_NetIncomeLoss $ 138,249us-gaap_NetIncomeLoss
Adjustments to reconcile net income to net cash provided by operating activities:      
(Increase) decrease in other assets (24,910)us-gaap_IncreaseDecreaseInOtherOperatingAssets (33,956)us-gaap_IncreaseDecreaseInOtherOperatingAssets (12,948)us-gaap_IncreaseDecreaseInOtherOperatingAssets
(Decrease) increase in accounts payable and accrued liabilities (6,361)us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities (14,518)us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities 32,818us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
(Decrease) increase in due to affiliates 2,122us-gaap_IncreaseDecreaseInDueToAffiliates 7,364us-gaap_IncreaseDecreaseInDueToAffiliates 50us-gaap_IncreaseDecreaseInDueToAffiliates
Increase in income taxes payable (8,518)us-gaap_IncreaseDecreaseInIncomeTaxes 23,619us-gaap_IncreaseDecreaseInIncomeTaxes 35,875us-gaap_IncreaseDecreaseInIncomeTaxes
Net cash provided by operating activities (366,036)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations (242,832)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations (820,400)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations
Cash flows from investing activities:      
Net (increase) decrease in short-term investments (47,502)us-gaap_PaymentsForProceedsFromShortTermInvestments (53,381)us-gaap_PaymentsForProceedsFromShortTermInvestments (8,698)us-gaap_PaymentsForProceedsFromShortTermInvestments
Net cash provided (used) by investing activities 27,972us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations (1,028,996)us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations (111,442)us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations
Cash flows from financing activities:      
Proceeds from issuance of common shares 90,589us-gaap_ProceedsFromIssuanceOrSaleOfEquity 261,595us-gaap_ProceedsFromIssuanceOrSaleOfEquity 608,184us-gaap_ProceedsFromIssuanceOrSaleOfEquity
Payment of common share underwriting and offering costs (1,070)us-gaap_PaymentsOfStockIssuanceCosts (12,321)us-gaap_PaymentsOfStockIssuanceCosts (1,361)us-gaap_PaymentsOfStockIssuanceCosts
Payment of dividends (174,433)us-gaap_PaymentsOfDividends (147,568)us-gaap_PaymentsOfDividends (94,821)us-gaap_PaymentsOfDividends
Net cash (used) provided by financing activities 387,039us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations 1,265,483us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations 951,009us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations
Net change in cash 48,975us-gaap_NetCashProvidedByUsedInContinuingOperations (6,345)us-gaap_NetCashProvidedByUsedInContinuingOperations 19,167us-gaap_NetCashProvidedByUsedInContinuingOperations
Cash at beginning of period 27,411us-gaap_Cash 33,756us-gaap_Cash 14,589us-gaap_Cash
Cash at end of period 76,386us-gaap_Cash 27,411us-gaap_Cash 33,756us-gaap_Cash
Non-cash financing activity - dividends payable 45,894us-gaap_DividendsPayableCurrentAndNoncurrent 41,570us-gaap_DividendsPayableCurrentAndNoncurrent 0us-gaap_DividendsPayableCurrentAndNoncurrent
PennyMac Mortgage Investment Trust [Member]      
Cash flows from operating activities:      
Net income 198,351us-gaap_NetIncomeLoss
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
199,192us-gaap_NetIncomeLoss
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
136,809us-gaap_NetIncomeLoss
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Adjustments to reconcile net income to net cash provided by operating activities:      
Equity in undistributed earnings of subsidiaries (23,288)pmt_EquityInUndistributedEarningsOfSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(49,940)pmt_EquityInUndistributedEarningsOfSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(28,845)pmt_EquityInUndistributedEarningsOfSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Decrease (increase) in receivables from subsidiaries 107pmt_IncreaseDecreaseInReceivablesFromSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(16)pmt_IncreaseDecreaseInReceivablesFromSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
38,976pmt_IncreaseDecreaseInReceivablesFromSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(Increase) decrease in other assets (1)us-gaap_IncreaseDecreaseInOtherOperatingAssets
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(316)us-gaap_IncreaseDecreaseInOtherOperatingAssets
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
943us-gaap_IncreaseDecreaseInOtherOperatingAssets
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(Decrease) increase in accounts payable and accrued liabilities (837)us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(2,582)us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
524us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(Decrease) increase in due to affiliates (652)us-gaap_IncreaseDecreaseInDueToAffiliates
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(1,169)us-gaap_IncreaseDecreaseInDueToAffiliates
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
16us-gaap_IncreaseDecreaseInDueToAffiliates
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(Decrease) increase payable to subsidiaries (40)pmt_IncreaseDecreaseInPayableToSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
314pmt_IncreaseDecreaseInPayableToSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(2,472)pmt_IncreaseDecreaseInPayableToSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Increase in income taxes payable 59us-gaap_IncreaseDecreaseInIncomeTaxes
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
67us-gaap_IncreaseDecreaseInIncomeTaxes
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_IncreaseDecreaseInIncomeTaxes
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Net cash provided by operating activities 173,699us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
145,550us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
145,951us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Cash flows from investing activities:      
Increase in investment in subsidiaries (89,618)pmt_IncreaseDecreaseInInvestmentInSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(249,315)pmt_IncreaseDecreaseInInvestmentInSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(666,101)pmt_IncreaseDecreaseInInvestmentInSubsidiaries
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Net (increase) decrease in short-term investments 834us-gaap_PaymentsForProceedsFromShortTermInvestments
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
2,059us-gaap_PaymentsForProceedsFromShortTermInvestments
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
8,148us-gaap_PaymentsForProceedsFromShortTermInvestments
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Net cash provided (used) by investing activities (88,784)us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(247,256)us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(657,953)us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Cash flows from financing activities:      
Proceeds from issuance of common shares 90,588us-gaap_ProceedsFromIssuanceOrSaleOfEquity
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
261,595us-gaap_ProceedsFromIssuanceOrSaleOfEquity
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
608,184us-gaap_ProceedsFromIssuanceOrSaleOfEquity
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Payment of common share underwriting and offering costs (1,070)us-gaap_PaymentsOfStockIssuanceCosts
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(12,321)us-gaap_PaymentsOfStockIssuanceCosts
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(1,360)us-gaap_PaymentsOfStockIssuanceCosts
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Payment of dividends (174,433)us-gaap_PaymentsOfDividends
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(147,568)us-gaap_PaymentsOfDividends
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
(94,822)us-gaap_PaymentsOfDividends
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Net cash (used) provided by financing activities (84,915)us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
101,706us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
512,002us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Net change in cash 0us-gaap_NetCashProvidedByUsedInContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_NetCashProvidedByUsedInContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_NetCashProvidedByUsedInContinuingOperations
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Cash at beginning of period 0us-gaap_Cash
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_Cash
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_Cash
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Cash at end of period 0us-gaap_Cash
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_Cash
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
0us-gaap_Cash
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
Non-cash financing activity - dividends payable $ 45,894us-gaap_DividendsPayableCurrentAndNoncurrent
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
$ 41,570us-gaap_DividendsPayableCurrentAndNoncurrent
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
$ 0us-gaap_DividendsPayableCurrentAndNoncurrent
/ dei_LegalEntityAxis
= us-gaap_ParentCompanyMember
XML 184 R130.htm IDEA: XBRL DOCUMENT v2.4.1.9
Assets Sold Under Agreements to Repurchase - Summary of Financial Information Relating to Assets Sold under Agreements to Repurchase (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Disclosure of Repurchase Agreements [Abstract]      
Amortization of commitment fees and insurance costs $ 9.4us-gaap_DebtRelatedCommitmentFeesAndDebtIssuanceCosts $ 10.0us-gaap_DebtRelatedCommitmentFeesAndDebtIssuanceCosts $ 5.5us-gaap_DebtRelatedCommitmentFeesAndDebtIssuanceCosts
XML 185 R126.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Servicing Rights - Summary of MSRs Carried at Amortized Cost (Detail) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Servicing Asset at Amortized Cost, Balance [Roll Forward]      
Balance at beginning of period $ 266,697,000pmt_ServicingAssetAtAmortizedCostBeforeValuationAllowance $ 132,977,000pmt_ServicingAssetAtAmortizedCostBeforeValuationAllowance $ 5,282,000pmt_ServicingAssetAtAmortizedCostBeforeValuationAllowance
MSRs resulting from loan sales 73,640,000pmt_ServicingAssetAtAmortizedCostAdditionsFromLoanSales 159,961,000pmt_ServicingAssetAtAmortizedCostAdditionsFromLoanSales 133,159,000pmt_ServicingAssetAtAmortizedCostAdditionsFromLoanSales
Purchases 0pmt_PurchasesOfMortgageServicingRightsCarriedAtLowerOfAmortizedCostOrFairValue 0pmt_PurchasesOfMortgageServicingRightsCarriedAtLowerOfAmortizedCostOrFairValue 15,000pmt_PurchasesOfMortgageServicingRightsCarriedAtLowerOfAmortizedCostOrFairValue
Amortization (31,911,000)us-gaap_AmortizationOfMortgageServicingRightsMSRs (26,241,000)us-gaap_AmortizationOfMortgageServicingRightsMSRs (5,460,000)us-gaap_AmortizationOfMortgageServicingRightsMSRs
Sales (289)pmt_SalesOfMortgageServicingRightsCarriedAtLowerOfAmortizedCostOrFairValue 0pmt_SalesOfMortgageServicingRightsCarriedAtLowerOfAmortizedCostOrFairValue (19)pmt_SalesOfMortgageServicingRightsCarriedAtLowerOfAmortizedCostOrFairValue
Balance at end of period 308,137,000pmt_ServicingAssetAtAmortizedCostBeforeValuationAllowance 266,697,000pmt_ServicingAssetAtAmortizedCostBeforeValuationAllowance 132,977,000pmt_ServicingAssetAtAmortizedCostBeforeValuationAllowance
Balance at beginning of period (2,577,000)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsBalance (7,547,000)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsBalance 0us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsBalance
Reversals (additions) (5,138,000)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisionsRecoveries 4,970,000us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisionsRecoveries (7,547,000)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisionsRecoveries
Balance at end of period (7,715,000)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsBalance (2,577,000)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsBalance (7,547,000)us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsBalance
MSRs, net 300,422,000us-gaap_ServicingAssetAtAmortizedValue 264,120,000us-gaap_ServicingAssetAtAmortizedValue 125,430,000us-gaap_ServicingAssetAtAmortizedValue
Estimated fair value at end of period $ 322,230,000us-gaap_ServicingAssetAtAmortizedValueFairValue $ 289,737,000us-gaap_ServicingAssetAtAmortizedValueFairValue $ 126,995,000us-gaap_ServicingAssetAtAmortizedValueFairValue
XML 186 R74.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segments and Related Information (Tables)
12 Months Ended
Dec. 31, 2014
Segment Reporting [Abstract]  
Financial Highlights by Operating Segment

Financial highlights by operating segment are summarized below:

 

Year ended December 31, 2014

   Correspondent
production
     Investment
activities
     Intersegment
elimination & other
    Total  
     (in thousands)  

Net investment income:

        

Net gain on mortgage loans acquired for sale

   $ 35,647       $ —         $ —        $ 35,647   

Net gain on investments

     —           201,809         —          201,809   

Interest income

     24,022         150,714         (2,388     172,348   

Interest expense

     (15,899      (72,078      2,388        (85,589
  

 

 

    

 

 

    

 

 

   

 

 

 
  8,123      78,636      —        86,759   

Net loan servicing fees

  —        37,893      —        37,893   

Other income (loss)

  18,290      (23,657   —        (5,367
  

 

 

    

 

 

    

 

 

   

 

 

 
  62,060      294,681      —        356,741   
  

 

 

    

 

 

    

 

 

   

 

 

 

Expenses:

Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.

  49,872      86,404      —        136,276   

Other

  3,357      37,644      —        41,001   
  

 

 

    

 

 

    

 

 

   

 

 

 
  53,229      124,048      —        177,277   
  

 

 

    

 

 

    

 

 

   

 

 

 

Pre-tax income

$ 8,831    $ 170,633    $ —      $ 179,464   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total assets at period end

$ 654,476    $ 4,249,820    $ —      $ 4,904,296   
  

 

 

    

 

 

    

 

 

   

 

 

 

Year ended December 31, 2013

   Correspondent
production
     Investment
activities
     Intersegment
elimination & other
    Total  
     (in thousands)  

Net investment income:

       

Net gain on mortgage loans acquired for sale

   $ 98,669       $ —         $ —        $ 98,669   

Net gain on investments

     —           207,758         —          207,758   

Interest income

     33,727         94,435         (5,300     122,862   

Interest expense

     (26,808      (43,714      5,300        (65,222
  

 

 

    

 

 

    

 

 

   

 

 

 
  6,919      50,721      —        57,640   

Net loan servicing fees

  —        32,791      —        32,791   

Other investment income (loss)

  17,715      (9,055   —        8,660   
  

 

 

    

 

 

    

 

 

   

 

 

 
  123,303      282,215      —        405,518   
  

 

 

    

 

 

    

 

 

   

 

 

 

Expenses:

Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.

  78,552      69,699      3,284 (1)    151,535   

Other

  861      38,487      —        39,348   
  

 

 

    

 

 

    

 

 

   

 

 

 
  79,413      108,186      3,284      190,883   
  

 

 

    

 

 

    

 

 

   

 

 

 

Pre-tax income

$ 43,890    $ 174,029    $ (3,284 $ 214,635   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total assets at period end

$ 472,089    $ 3,838,828    $ —      $ 4,310,917   
  

 

 

    

 

 

    

 

 

   

 

 

 

 

(1) Corporate absorption of fulfillment fees for transition adjustment related to the amended and restated management agreement effective February 1, 2013.

 

Year ended December 31, 2012

   Correspondent
production
     Investment
activities
     Intersegment
elimination & other
     Total  
     (in thousands)  

Net investment income:

           

Net gain on mortgage loans acquired for sale

   $ 147,675       $ —         $ —         $ 147,675   

Net gain on investments

     —           103,649         —           103,649   

Interest income

     19,733         52,796         (88      72,441   

Interest expense

     (11,289      (20,441      88         (31,642
  

 

 

    

 

 

    

 

 

    

 

 

 
  8,444      32,355      —        40,799   

Net loan servicing fees

  —        (754   —        (754

Other investment income (loss)

  10,545      1,612      —        12,157   
  

 

 

    

 

 

    

 

 

    

 

 

 
  166,664      136,862      —        303,526   
  

 

 

    

 

 

    

 

 

    

 

 

 

Expenses:

Loan fulfillment, servicing and management fees earned by PennyMac Financial Services, Inc.

  64,912      29,038      —        93,950   

Other

  1,253      21,501      —        22,754   
  

 

 

    

 

 

    

 

 

    

 

 

 
  66,165      50,539      —        116,704   
  

 

 

    

 

 

    

 

 

    

 

 

 

Pre-tax income

$ 100,499    $ 86,323    $ —      $ 186,822   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at period end

$ 1,004,399    $ 1,555,264    $ —      $ 2,559,663   
  

 

 

    

 

 

    

 

 

    

 

 

 
XML 187 R157.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segments and Related Information - Additional Information (Detail)
12 Months Ended
Dec. 31, 2014
Segment
Segment Reporting [Abstract]  
Number of segments 2us-gaap_NumberOfOperatingSegments
XML 188 R38.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Income Taxes

Note 31—Income Taxes

The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code. Therefore, PMT generally will not be subject to corporate federal or state income tax to the extent that qualifying distributions are made to shareholders and the Company meets REIT requirements including certain asset, income, distribution and share ownership tests. The Company believes that it has met the distribution requirements, as it has declared dividends sufficient to distribute substantially all of its taxable income. Taxable income will generally differ from net income. The primary differences between net income and the REIT taxable income (before deduction for qualifying distributions) are the taxable income of the taxable REIT subsidiary (“TRS”) and the method of determining the income or loss related to valuation of the mortgage loans owned by the qualified REIT subsidiary.

In general, cash dividends declared by the Company will be considered ordinary income to the shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. The approximate tax characterization of the Company’s distributions is as follows:

 

Year ended December 31,

   Ordinary
income
    Long term
capital gain
    Return of
capital
 

2014

     86     14     0

2013

     83     17     0

2012

     83     0     17

The Company had elected to treat two of its subsidiaries as TRSs. In the quarter ended September 30, 2012, the Company revoked the election to treat its wholly owned subsidiary that is the sole general partner of the Operating Partnership as a TRS. As a result, beginning September 1, 2012, one subsidiary, PMC, is treated as a TRS. Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to the REIT. No such dividend distributions have been made to date. A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC and, for the periods for which TRS treatment had been elected, the sole general partner of the Operating Partnership is included in the Consolidated Statements of Income.

The Company files U.S. federal and state income tax returns for both the REIT and TRSs. These federal income tax returns for 2011 and forward are subject to examination. The Company’s state income tax returns are generally subject to examination for 2010 and forward. No returns are currently under examination.

 

The following table details the Company’s income tax expense (benefit) which relates primarily to the TRSs for the periods presented:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Current expense (benefit):

        

Federal

   $ 352       $ (10,014    $ 4,760   

State

     104         (2,232      1,686   
  

 

 

    

 

 

    

 

 

 

Total current expense (benefit)

  456      (12,246   6,446   
  

 

 

    

 

 

    

 

 

 

Deferred (benefit) expense:

Federal

  (10,232   20,737      31,266   

State

  (5,304   5,954      10,861   
  

 

 

    

 

 

    

 

 

 

Total deferred (benefit) expense

  (15,536   26,691      42,127   
  

 

 

    

 

 

    

 

 

 

Total (benefit) provision for income taxes

$ (15,080 $ 14,445    $ 48,573   
  

 

 

    

 

 

    

 

 

 

The provision for deferred income taxes for the years ended December 31, 2014 and December 31, 2013 primarily relates to MSRs the Company received pursuant to sales of mortgage loans with servicing rights retained and net operating loss carryforwards as detailed below.

The following table is a reconciliation of the Company’s provision for income taxes at statutory rates to the provision for income taxes at the Company’s effective rate for the periods presented:

 

     Year ended December 31,  
     2014     2013     2012  
     Amount     Rate     Amount     Rate     Amount     Rate  
     (dollars in thousands)  

Federal income tax expense at statutory tax rate

   $ 62,812        35.0   $ 75,122        35.0   $ 65,387        35.0

Effect of non-taxable REIT income

     (74,480     (41.5 %)      (63,564     (29.6 )%      (24,943     (13.4 )% 

State income taxes, net of federal benefit

     (3,380     (1.9 %)      2,419        1.1     8,140        4.4

Other

     (32     0.0     468        0.2     (11     0.0

Valuation allowance

     —          0.0     —          0.0     —          0.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Benefit) provision for income taxes

$ (15,080   (8.4 %)  $ 14,445      6.7 $ 48,573      26.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

The Company’s components of the provision for deferred income taxes are as follows:

 

     Year ended December 31,  
     2014      2013      2012  
     (in thousands)  

Real estate valuation loss

   $ (5,079    $ 2,651       $ (5,512

Mortgage servicing rights

     27,996         66,284         49,420   

Net operating loss carryforward

     (35,963      (38,783      —     

Liability for losses under representations and warranties

     (5,944      —           —     

Other

     3,454         (3,461      (1,781

Valuation allowance

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Total (benefit) provision for deferred income taxes

$ (15,536 $ 26,691    $ 42,127   
  

 

 

    

 

 

    

 

 

 

The components of income taxes payable are as follows:

 

     December 31, 2014      December 31, 2013  
     (in thousands)  

Taxes currently receivable

   $ 1,428       $ 8,446   

Deferred income taxes payable

     (52,845      (68,381
  

 

 

    

 

 

 

Income taxes payable

$ (51,417 $ (59,935
  

 

 

    

 

 

 

The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities are presented below:

 

     December 31, 2014      December 31, 2013  
     (in thousands)  

Deferred income tax assets:

     

REO valuation loss

   $ 10,697       $ 5,748   

Net operating loss carryforward

     73,869         38,783   

Liability for losses under representations and warranties

     5,944         —     

Other

     2,112         5,328   
  

 

 

    

 

 

 

Gross deferred tax assets

  92,622      49,859   
  

 

 

    

 

 

 

Deferred income tax liabilities:

Mortgage servicing rights

  (143,565   (118,240

Other

  (1,902   —     
  

 

 

    

 

 

 

Gross deferred tax liabilities

  (145,467   (118,240
  

 

 

    

 

 

 

Net deferred income tax liability

$ (52,845 $ (68,381
  

 

 

    

 

 

 

The net deferred income tax liability is recorded in Income taxes payable in the consolidated balance sheets as of December 31, 2014 and December 31, 2013.

The Company has net operating loss carryforwards of $85.2 million and $94.4 million that expire in 2034 and 2033 for the years ended December 31, 2014 and December 31, 2013, respectively.

At December 31, 2014 and December 31, 2013, the Company had no unrecognized tax benefits and does not anticipate any increase in unrecognized tax benefits. Should the accrual of any interest or penalties relative to unrecognized tax benefits be necessary, it is the Company’s policy to record such accruals in the Company’s income tax accounts. No such accruals existed at December 31, 2014 and December 31, 2013.

XML 189 R20.htm IDEA: XBRL DOCUMENT v2.4.1.9
Mortgage Loans Under Forward Purchase Agreements at Fair Value
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Mortgage Loans Under Forward Purchase Agreements at Fair Value

Note 13—Mortgage Loans Under Forward Purchase Agreements at Fair Value

Following is a summary of the distribution of the Company’s mortgage loans under forward purchase agreements at fair value:

 

     December 31, 2014      December 31, 2013  

Loan type

   Fair
value
     Unpaid
principal
balance
     Fair
value
     Unpaid
principal
balance
 
     (in thousands)  

Nonperforming loans

   $ —         $ —         $ 177,841       $ 268,600   

Performing loans:

           

Fixed

     —           —           19,292         29,496   

ARM/hybrid

     —           —           19,510         31,933   

Interest rate step-up

     —           —           1,485         2,455   
  

 

 

    

 

 

    

 

 

    

 

 

 
  —        —        40,287      63,884   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ —      $ —      $ 218,128    $ 332,484   
  

 

 

    

 

 

    

 

 

    

 

 

 

Following is a summary of certain concentrations of credit risk in the portfolio of mortgage loans under forward purchase agreements at fair value:

 

     December 31,      December 31,  
     2014      2013  

Portion of mortgage loans originated between 2005 and 2007

             —           72

Percentage of mortgage loans secured by California real estate

     —           25

Additional states contributing 5% or more of mortgage loans

        New Jersey   
        Washington   
        New York   
        Maryland   
XML 190 R101.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value - Summary of Financial Statement Items Measured at Fair Value on Recurring Basis (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Liabilities:                    
Asset-backed secured financing of the variable interest entity at fair value $ 165,920pmt_AssetBackedSecuredFinancingLiabilityFairValue $ 166,841pmt_AssetBackedSecuredFinancingLiabilityFairValue $ 170,201pmt_AssetBackedSecuredFinancingLiabilityFairValue $ 166,514pmt_AssetBackedSecuredFinancingLiabilityFairValue $ 165,415pmt_AssetBackedSecuredFinancingLiabilityFairValue $ 170,008pmt_AssetBackedSecuredFinancingLiabilityFairValue $ 0pmt_AssetBackedSecuredFinancingLiabilityFairValue $ 0pmt_AssetBackedSecuredFinancingLiabilityFairValue    
Derivative liabilities:                    
Total derivative liabilities after netting 7,178us-gaap_DerivativeFairValueOfDerivativeLiability       9,976us-gaap_DerivativeFairValueOfDerivativeLiability          
Derivative liabilities, Netting (4,748)us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset       (8,015)us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset          
Derivative liabilities 2,430us-gaap_DerivativeLiabilities       1,961us-gaap_DerivativeLiabilities          
Assets:                    
Short-term investments 139,900us-gaap_ShortTermInvestments       92,398us-gaap_ShortTermInvestments          
Mortgage-backed securities at fair value 307,363us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 267,885us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 218,725us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 198,110us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 197,401us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 217,492us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 0us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue 0us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue    
Mortgage loans acquired for sale at fair value 637,722us-gaap_MortgagesHeldForSaleFairValueDisclosure       458,137us-gaap_MortgagesHeldForSaleFairValueDisclosure          
Mortgage loans under forward purchase agreements at fair value 0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue       218,128pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue          
Derivative assets:                    
Total derivative assets before netting 13,391us-gaap_DerivativeFairValueOfDerivativeAsset       20,962us-gaap_DerivativeFairValueOfDerivativeAsset          
Derivative assets, Netting (2,284)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset       (12,986)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset          
Derivative assets 11,107us-gaap_DerivativeAssets       7,976us-gaap_DerivativeAssets          
Mortgage servicing rights at fair value 57,358us-gaap_ServicingAssetAtFairValueAmount       26,452us-gaap_ServicingAssetAtFairValueAmount       1,346us-gaap_ServicingAssetAtFairValueAmount 749us-gaap_ServicingAssetAtFairValueAmount
Recurring [Member]                    
Liabilities:                    
Asset-backed secured financing of the variable interest entity at fair value 165,920pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      165,415pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities:                    
Total derivative liabilities after netting 7,178us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      9,976us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities, Netting (4,748)us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      (8,015)us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities 2,430us-gaap_DerivativeLiabilities
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,961us-gaap_DerivativeLiabilities
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Total liabilities 168,350us-gaap_LiabilitiesFairValueDisclosure
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      167,376us-gaap_LiabilitiesFairValueDisclosure
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Assets:                    
Total Assets 4,071,568us-gaap_AssetsFairValueDisclosure
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      3,739,532us-gaap_AssetsFairValueDisclosure
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Short-term investments 139,900us-gaap_ShortTermInvestments
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      92,398us-gaap_ShortTermInvestments
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage-backed securities at fair value 307,363us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      197,401us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans acquired for sale at fair value 637,722us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      458,137us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans at fair value 2,726,952pmt_MortgageLoansFairValueDisclosure
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      2,600,317pmt_MortgageLoansFairValueDisclosure
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans under forward purchase agreements at fair value         218,128pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Excess servicing spread purchased from PFSI 191,166pmt_ExcessSpreadInvestmentAtFairValue
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      138,723pmt_ExcessSpreadInvestmentAtFairValue
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Total derivative assets before netting 13,391us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      20,962us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets, Netting (2,284)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      (12,986)us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets 11,107us-gaap_DerivativeAssets
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      7,976us-gaap_DerivativeAssets
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage servicing rights at fair value 57,358us-gaap_ServicingAssetAtFairValueAmount
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      26,452us-gaap_ServicingAssetAtFairValueAmount
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Interest rate lock commitments [Member]                    
Derivative liabilities:                    
Derivative liabilities 17us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,261us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 5,678us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      2,510us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | MBS put options [Member]                    
Derivative assets:                    
Derivative assets 374us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      272us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Forward purchase contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 34us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      7,420us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 3,775us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,229us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Forward sales contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 6,649us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,295us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 52us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      16,385us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Put options on interest rate futures [Member]                    
Derivative assets:                    
Derivative assets 193us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      566us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Call options on interest rate futures [Member]                    
Derivative assets:                    
Derivative assets 3,319us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
                 
Recurring [Member] | Treasury future sale contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 478us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
                 
Recurring [Member] | Level 1 [Member]                    
Liabilities:                    
Asset-backed secured financing of the variable interest entity at fair value 0pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities:                    
Total derivative liabilities after netting 478us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities, Netting 0us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities 478us-gaap_DerivativeLiabilities
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeLiabilities
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Total liabilities 478us-gaap_LiabilitiesFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_LiabilitiesFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Assets:                    
Total Assets 143,412us-gaap_AssetsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      92,398us-gaap_AssetsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Short-term investments 139,900us-gaap_ShortTermInvestments
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      92,398us-gaap_ShortTermInvestments
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage-backed securities at fair value 0us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans acquired for sale at fair value 0us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans at fair value 0pmt_MortgageLoansFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0pmt_MortgageLoansFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans under forward purchase agreements at fair value         0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Excess servicing spread purchased from PFSI 0pmt_ExcessSpreadInvestmentAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0pmt_ExcessSpreadInvestmentAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Total derivative assets before netting 3,512us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets, Netting 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets 3,512us-gaap_DerivativeAssets
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage servicing rights at fair value 0us-gaap_ServicingAssetAtFairValueAmount
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_ServicingAssetAtFairValueAmount
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 1 [Member] | Interest rate lock commitments [Member]                    
Derivative liabilities:                    
Derivative liabilities 0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 1 [Member] | MBS put options [Member]                    
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 1 [Member] | Forward purchase contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 1 [Member] | Forward sales contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 1 [Member] | Put options on interest rate futures [Member]                    
Derivative assets:                    
Derivative assets 193us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 1 [Member] | Call options on interest rate futures [Member]                    
Derivative assets:                    
Derivative assets 3,319us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
                 
Recurring [Member] | Level 1 [Member] | Treasury future sale contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 478us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
                 
Recurring [Member] | Level 2 [Member]                    
Liabilities:                    
Asset-backed secured financing of the variable interest entity at fair value 165,920pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      165,415pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities:                    
Total derivative liabilities after netting 6,683us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      8,715us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities 6,683us-gaap_DerivativeLiabilities
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      8,715us-gaap_DerivativeLiabilities
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Total liabilities 172,603us-gaap_LiabilitiesFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      174,130us-gaap_LiabilitiesFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Assets:                    
Total Assets 1,476,655us-gaap_AssetsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,197,642us-gaap_AssetsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Short-term investments 0us-gaap_ShortTermInvestments
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_ShortTermInvestments
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage-backed securities at fair value 307,363us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      197,401us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans acquired for sale at fair value 637,722us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      458,137us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans at fair value 527,369pmt_MortgageLoansFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      523,652pmt_MortgageLoansFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans under forward purchase agreements at fair value         0pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Excess servicing spread purchased from PFSI 0pmt_ExcessSpreadInvestmentAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0pmt_ExcessSpreadInvestmentAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Total derivative assets before netting 4,201us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      18,452us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets, Netting 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
                 
Derivative assets 4,201us-gaap_DerivativeAssets
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      18,452us-gaap_DerivativeAssets
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage servicing rights at fair value 0us-gaap_ServicingAssetAtFairValueAmount
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_ServicingAssetAtFairValueAmount
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 2 [Member] | Interest rate lock commitments [Member]                    
Derivative liabilities:                    
Derivative liabilities 0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 2 [Member] | MBS put options [Member]                    
Derivative assets:                    
Derivative assets 374us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      272us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 2 [Member] | Forward purchase contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 34us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      7,420us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 3,775us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,229us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 2 [Member] | Forward sales contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 6,649us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,295us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 52us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      16,385us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 2 [Member] | Put options on interest rate futures [Member]                    
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      566us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 2 [Member] | Call options on interest rate futures [Member]                    
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
                 
Recurring [Member] | Level 2 [Member] | Treasury future sale contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
                 
Recurring [Member] | Level 3 [Member]                    
Liabilities:                    
Asset-backed secured financing of the variable interest entity at fair value 0pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0pmt_AssetBackedSecuredFinancingLiabilityFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities:                    
Total derivative liabilities after netting 17us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,261us-gaap_DerivativeFairValueOfDerivativeLiability
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities, Netting 0us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative liabilities 17us-gaap_DerivativeLiabilities
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,261us-gaap_DerivativeLiabilities
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Total liabilities 17us-gaap_LiabilitiesFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,261us-gaap_LiabilitiesFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Assets:                    
Total Assets 2,453,785us-gaap_AssetsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      2,462,478us-gaap_AssetsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Short-term investments 0us-gaap_ShortTermInvestments
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_ShortTermInvestments
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage-backed securities at fair value 0us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_FinancialInstrumentsOwnedMortgagesMortgageBackedAndAssetBackedSecuritiesAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans acquired for sale at fair value 0us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_MortgagesHeldForSaleFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans at fair value 2,199,583pmt_MortgageLoansFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      2,076,665pmt_MortgageLoansFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage loans under forward purchase agreements at fair value         218,128pmt_MortgageLoansUnderForwardPurchaseAgreementAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Excess servicing spread purchased from PFSI 191,166pmt_ExcessSpreadInvestmentAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      138,723pmt_ExcessSpreadInvestmentAtFairValue
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Total derivative assets before netting 5,678us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      2,510us-gaap_DerivativeFairValueOfDerivativeAsset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets, Netting 0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets 5,678us-gaap_DerivativeAssets
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      2,510us-gaap_DerivativeAssets
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Mortgage servicing rights at fair value 57,358us-gaap_ServicingAssetAtFairValueAmount
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      26,452us-gaap_ServicingAssetAtFairValueAmount
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 3 [Member] | Interest rate lock commitments [Member]                    
Derivative liabilities:                    
Derivative liabilities 17us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      1,261us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 5,678us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      2,510us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_InterestRateLockCommitmentsMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 3 [Member] | MBS put options [Member]                    
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= us-gaap_PutOptionMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 3 [Member] | Forward purchase contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardPurchaseContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 3 [Member] | Forward sales contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities 0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_ForwardSaleContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 3 [Member] | Put options on interest rate futures [Member]                    
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
      0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_PutOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
         
Recurring [Member] | Level 3 [Member] | Call options on interest rate futures [Member]                    
Derivative assets:                    
Derivative assets 0us-gaap_DerivativeAssets
/ us-gaap_DerivativeByNatureAxis
= pmt_CallOptionsOnInterestRateFuturesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember
                 
Recurring [Member] | Level 3 [Member] | Treasury future sale contracts [Member]                    
Derivative liabilities:                    
Derivative liabilities $ 0us-gaap_DerivativeLiabilities
/ us-gaap_DerivativeByNatureAxis
= pmt_TreasuryFutureSalesContractMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsRecurringMember